Annual Financial Report as at December 31, 2020
CONTENT
FinLab AG | |
Annual Financial Report | |
December 31, 2020 | |
REPORT FROM THE SUPERVISORY BOARD | 04 |
ANNUAL FINANCIAL REPORT (IFRS) | 07 |
Balance Sheet | 08 |
Income Statement | 10 |
Statement of Cash flows | 11 |
Statement of Changes in Equity | 12 |
Notes to the Annual Financial Statement (IFRS) | 14 |
Changes in fixed assets | 44 |
AUDITOR'S REPORT (IFRS) | 46 |
Page 2
CONTENT
FinLab AG | |
Annual Financial Report | |
December 31, 2020 | |
ANNUAL FINANCIAL STATEMENT (HGB) | 48 |
Income Statement | 49 |
Balance Sheet | 50 |
Notes to the Annual Financial Statement (HGB) | 52 |
Changes in fixed assets | 57 |
AUDITOR'S REPORT (HGB) | 58 |
CONTACT | 60 |
Page 3
REPORT FROM THE SUPERVISORY BOARD
Dear Shareholders,
is is a report of the Supervisory Board pertaining to the performance of its duties and the focus of its activities in the 2020 fiscal year.
COLLABORATION BETWEEN THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
e Supervisory Board advised the Company's Board of Management on a regular basis during the year under re-view and constantly supervised its management activities. e members of the Supervisory Board kept in regular contact with the members of the Board of Management, informed themselves about business developments and key events, and consulted with the members of the Board of Management.
e Chairman of the Supervisory Board discussed significant matters with the other members of the Supervisory Board and included them in the ongoing work of the Supervisory Board.
e Board of Management submitted timely, comprehensive reports to the Supervisory Board on a regular basis both in writing and orally on all important aspects of corporate planning and strategic and ongoing business perfor-mance. We always had ample opportunity to critically examine the reports, motions and proposed resolutions of the Board of Management in the plenum of the Supervisory Board and to make suggestions.
All matters requiring approval were submitted by the Board of Management to the Supervisory Board in good time. Approvals were granted aſter carrying out a thorough inspection of the documents and, if applicable, additional explanations by the Board of Management.
e opinion-forming and decision-making processes of the Board of Management and Supervisory Board were consensual, swiſt and effective, and in all cases based on proper information.
SUPERVISORY BOARD MEETINGS
e Supervisory Board of FinLab AG held four ordinary meetings in the financial year 2020, which were held as telephone or video conferences due to the Corona crisis.
e reports of the Board of Management on the situation of the company, the economic environment, the develop-ment of sales and costs, as well as significant business events, transactions and participations were discussed at the meetings of the Supervisory Board.
In particular, the Supervisory Board dealt with the following topics:
MEETING OF MARCH 31, 2020
At the balance sheet meeting on March 31, 2020, the audited and certified annual financial statements for the 2019 financial year and the report of the Supervisory Board to the Annual General Meeting for the 2019 financial year were approved aſter detailed examination and discussion with the auditors. Furthermore, the current business development was discussed, a date for the (virtual) Annual General Meeting 2020 was set and the holding of the Annual General Meeting in virtual form was approved.
MEETING OF JUNE 10, 2020
e following Supervisory Board meeting was held on June 10, 2020, following the ordinary virtual Annual Ge-neral Meeting. e subject of the Supervisory Board meeting was the report of the Executive Board on the current course of business and a review of the organization and progress of the Annual General Meeting that had just ended. No resolutions were adopted at this meeting.
MEETING OF NOVEMBER 09, 2020
At the meeting on November 09, 2020, the Executive Board provided an overview of the development of the investment portfolio and the financial position and performance of the Company. In addition, potential new investments and follow-up financing were discussed.
MEETING OF DECEMBER 15, 2020
At this meeting, the annual planning for 2021 was discussed and approved. Any new investments were also discus-sed and the management reported on the current development of the company and its investments.
AUDIT OF ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS
e annual financial statements of FinLab AG for the 2020 fiscal year prepared by the Board of Management in Feb-ruary 2021 were audited by the auditing firm i Treuhand GmbH, Grünwald.
Preparation of a consolidated annual financial report of FinLab was waived in accordance with Section 293 Para. 1 German Commercial Code (HGB).
e auditor issued an unqualified audit opinion on the annual financial statements of FinLab AG.
e financial statement documents and the audit report of the auditor were presented to the Supervisory Board. ey were thoroughly examined by the Supervisory Board at the meeting convened to review the accounts and discussed in the presence of the auditor, who reported on the results of his audit. At this meeting, detailed reports were also submitted by the auditor on the scope, focus and costs of the audit. e Supervisory Board confirmed the correctness of the audit and the audit report.
e Supervisory Board agreed with the auditor's findings and, in the course of its own- within the scope of the usual - review, determined that no objections were to be raised. ey approved the annual financial statement of FinLab AG for fiscal year 2020, which was prepared by the Board of Management. us, the annual financial statements of FinLab AG were established in accordance with Section 172 of the German Stock Corporation Act (AktG).
AUDIT OF THE REPORT OF THE BOARD OF MANAGEMENT ON RELATIONSHIPS WITH AFFILIATED COMPANIES
e Report on Relationships with Affiliated Companies (Dependent Company Report) drawn up by the Board of Management pursuant to Section 312 of the German Stock Corporation Act (AktG) for the 2020 fiscal year was sub-mitted to the Supervisory Board together with the audit report prepared by the auditor.
e auditor audited the dependency report and issued the following unqualified audit opinion pursuant to Section 313 of the German Stock Corporation Act (AktG):
"Based on the result of our audit, objections within the meaning of sect. 313 Para. 4 of AktG cannot be raised against the report of the Board of Management regarding relationships with affiliated companies. We there-fore submit the following unqualified audit opinion as per sect. 313 Para. 3 of AktG with respect to the report of the Board of Management regarding relationships with affiliated companies of FinLab for fiscal year 2020."
Within the typical scope, the Supervisory Board examined the Dependency Report prepared by the Board of Ma-nagement and the audit report prepared by the auditor. e Supervisory Board came to the conclusion that the audit report - as well as the audit conducted by the auditor himself - complied with the legal requirements. In particular, the Supervisory Board examined the Dependency Report for completeness and accuracy and also determined that
the group of affiliated companies had been properly identified and that the necessary precautions had been taken to record the reportable transactions and measures. No objections to the Dependency Report became apparent in this review. Aſter the final results of its review, the Supervisory Board raised no objections to the final declaration by the Board of Management and approved the result of the audit by the auditor.
MEMBERS OF THE SUPERVISORY BOARD
• Axel-Günter Benkner, Chairman of the Supervisory Board
• Dr. Friedrich Schmitz, Deputy Chairman of the Supervisory Board
• Stefan Müller
THANKS
e Supervisory Board wants to sincerely thank all employees of FinLab AG for their work and performance in the previous fiscal year.
Frankfurt am Main, in March 2021
For the Supervisory Board
Axel Benkner
(Chairman of the Supervisory Board)
ANNUAL FINANCIAL STATEMENTS (IFRS) OF FINLAB AG
AS AT DECEMBER 31, 2020
BALANCE SHEET AS AT DECEMBER 31, 2020 ASSETS
A. Non-current assets
I. Intangible assets
II. Property, plant and equipment
III. Financial assets
B. Current assets
I. SecuritiesII.
Trade receivables
III.
Receivables from companies with an ownerhip structure
IV.
V.
Receivables from affiliated companies Other assets
VI.
VII.
Income tax receivables Bank balances
Notes
5,1 5,1 5,2
5,4 5,5 5,5 5,5 5,5 5,5 5,6
12/31/2020
in thousand EUR
12/31/2019
15 8
472 672
163,327 134,513
163,814 135,193
86 79
11 4
75 103
1,762 2,841
764 129
466 685
6,147 6,753
9,311 10,593
173,125
145,786
BALANCE SHEET AS AT DECEMBER 31, 2020 LIABILITIES
A. Equity
I.Subscribed capital
II.
III.
IV.
Capital reserveRetained earningsRevaluation reserve
B. Non-current liabilities I.
II.
III.
Long-term provisionsOther liabilitiesDeferred tax liabilities
C. Current liabilities
I.Tax provisions
II.
III.
Other provisionsTrade payables
IV.
Other liabilitiesNotes
5.7 5.7 5.7 5.7
5.8 5.9 5.3
5.8 5.8
5.9
5.9
12/31/2020
in thousand EUR
12/31/2019
5,323 5.323
48,057 48,057
86,592 80,497
28,646 8.893
168,618
142,771
62 62
433 701
1,808 1,355
2,303 2,118
2 134
1,356 690
40 43
806 29
2,203 897
173,125
145,786
INCOME STATEMENT | |||
JANUARY 1 TO DECEMBER 31, 2020 | |||
in thousand EUR | |||
Notes | 2020 | 2019 | |
Sales revenues | 4.1 | 1,542 | 1,443 |
Income from investments | 4.2 | 2,001 | 2,678 |
Other operating income | 4.3 | 601 | 499 |
Total income | 4,144 | 4,620 | |
Personnel expenses | 4.4 | -2,204 | -892 |
Non-personnel expenses | 4.5 | -1,686 | -1,542 |
Operating income (EBIT) | 254 | 2,186 | |
Financial income | 4.6 | 6,023 | 38,082 |
Earnings before taxes (EBT) | 6,278 | 40,268 | |
Taxes on income | 4.7 | -183 | -744 |
Net result for the period | 6,095 | 39,525 | |
Number of shares issued | 5,323,170 | 5,244,921 | |
Dilution effect arising from share options | 6.11 | 145,138 | 147,625 |
Number of shares issued (diluted) | 5,468,308 | 5,392,546 | |
Basic earnings per share in EUR | 1.14 | 7.54 | |
Diluted earnings per share in EUR | 1.11 | 7.33 | |
Notes | 2020 | 2019 | |
Net result for the period | 6,095 | 39,525 | |
Changes to the revaluation reserve | 5.7 | 19,753 | -2,889 |
Overall result | 25,848 | 36,636 |
STATEMENT OF CASH FLOWS
JANUARY 1 TO DECEMBER 31, 2020 | |||
in thousand EUR | |||
Notes | 2020 | 2019 | |
Net result for the period | 6,095 | 39,525 | |
Income from the sale of securities and financial assets | 4. | -260 | -318 |
Retirement of securities and financial assets | 4. | 203 | 149 |
Write-ups of securities and financial assets | 4. | -8,396 | -45,538 |
Write-downs of securities and financial assets | 4. | 2,532 | 7,738 |
Depreciation of property, plant and equipment and intangible assets | 4. | 228 | 229 |
Increase/decrease in provisions | 5. | 533 | 233 |
Other cash income and expenses | 4. | 134 | 39 |
Increase/decrease in receivables and other assets | 5. | 689 | -873 |
Increase/decrease in payables and other liabilities | 5. | 505 | 232 |
Cash flow from operating activities | 2,264 | 1,415 | |
Proceeds from property, plant and equipment and intangible assets | -36 | -416 | |
Proceeds from loans of non-current assets | 556 | 0 | |
Payments for loans of non-current assets | -822 | -1,400 | |
Payments for investments in financial assets | -2,517 | -6,730 | |
Proceeds from devestments in securities held as current assets | 152 | 320 | |
Cash flow from investing activities | -2,667 | -8,226 | |
Payments for leases | -202 | -202 | |
Cost of the capital increase | -1 | -4 | |
Payments from capital increases | 0 | 407 | |
Cash flow from financing activities | 5. | -203 | 201 |
Net change in cash and cash equivalents | -605 | -6,609 | |
Cash and cash equivalents at beginning of period | 6,753 | 13,362 | |
Cash and cash equivalents at end of period | 5. | 6,147 | 6,753 |
FinLab AG
Annual Financial Report
December 31, 2020
STATEMENT OF CHANGES IN EQUITY
JANUARY 1 TO DECEMBER 31, 2020
in thousand EUR
As at 01/01/2020
Subscribed capital
Capital reserve
Retained earnings
Revaluation reserve
Total equity
5,323
48,057
80,497
8,893
142,771
Changes without effect on the P&L from revaluation reserves
-
-
-
19,753
19,753
Net result for the period
-
-
6,095
-
6,095
Overall result
-
-
6,095
19,753
25,848
As at 12/31/2020
5,323
48,057
86,592
28,646
168,618
Notes
5.7
5.7
5.7
5.7
5.7
STATEMENT OF CHANGES IN EQUITY
As at 01/01/2019
FinLab AG | |||
Annual Financial Report | |||
December 31, 2020 | |||
JANUARY 1 TO DECEMBER 31, 2019 | |||
Capital reserve | Retained earnings | Revaluation reserve | Total equity |
in thousand EUR | |||
48,274 | 40,973 | 11,782 | 106,268 |
- | - | -2,889 | -2,889 |
- | 39,525 | - | 39,525 |
- | 39,525 | -2,889 | 36,636 |
318 | - | - | 402 |
-535 | - | - | -535 |
48,057 | 80,497 | 8,893 | 142,771 |
5,7 | 5,7 | 5,7 | 5,7 |
Changes without effect on the P&L from revaluation reservesNet result for the periodOverall resultCapital increaseShare option programAs at 12/31/2019
Subscribed capital
5,239
-
-
-
84
-5,323
Notes
5,7
NOTES TO THE ANNUAL FINANCIAL STATEMENT (IFRS)
1. INFORMATION ABOUT THE COMPANY
FinLab AG (hereinaſter referred to as "FinLab" or the "Company") in based in Germany, with its office located at Grüneburgweg 18. 60322 Frankfurt am Main.
FinLab is registered in the commercial register of the local court of Frankfurt am Main under HRB 58865.
e statutory business purpose of FinLab is the acquisition, long-term holding, management and promotion of majority interests in companies as well as the acquisition, holding, management and promotion of minority inte-rests, in particular in German and foreign companies in the financial services and media industries, as well as the provision of management, consultancy and other services, in particular for the investments entered into, unless special statutory permissions are required for this purpose.
FinLab is listed on the Open Market of the Frankfurt Stock Exchange and included in the "Scale" segment.
2. BASIC PRINCIPLES
e financial statements have been prepared in accordance with IAS 27, taking into account all published stan-dards and interpretations adopted in the context of the EU endorsement procedure that were mandatory for the 2020 fiscal year. e option for early adoption of new standards has not been exercised.
FinLab AG is not legally required to prepare IFRS financial statements. e preparation and publication of the IFRS separate financial statements should give readers the opportunity to better assess the value of the company.
e annual financial statements are based on the principle of going concern.
e annual financial statements are presented in Euros (EUR), the functional currency of the Company.
Unless indicated otherwise, all amounts are rounded to thousands of Euros (T-EUR). Due to being shown in this way, rounding differences may result.
e fiscal year of the Company corresponds to the calendar year.
e financial statements include the statement of financial position, the statement of comprehensive income (con-sisting of the income statement and statement of other comprehensive income), the statement of changes in equi-ty, the statement of cash flows and the notes. e income statement is prepared in accordance with the total cost method.
e following standards, amendments to standards and interpretations were mandatory on or aſter January 1, 2020:
Standard
Content and relevance for the statement
Amendments to References to the Conceptual Framework in IFRS Standards
Revision of definitions of assets and liabilities and new guidance on valuation and derecognition and dis-closure
No impacts for FinLab
Amendment to IFRS 3
Mergers, definition of business operations No impacts for FinLab
Amendments to IFRS 9 und IFRS 7
Interest Rate Benchmark Reform No impacts for FinLabAmendments to IFRS 16
Corona pandemic related Rental concession No impacts for FinLab
Amendments to IAS 1 and IAS 8
Unification of the definition of "essential" No impacts for FinLab
e following standards, amendments to standards, and interpretations had not been approved by the EU upon preparation of the financial statement or mandatory application is only expected in the future:. e potential im-pacts of these yet to be approved standards on FinLab's financial statement are still being assessed.
Standard | Contents |
IFRS 17
Insurance ContractsAmendment to IFRS 3
Mergers, definition of business operationssAmendments to IAS 1
Classification of liabilities as current or non-currentAmendments to IFRS 4
Extension of the temporary exemption from the application of IFRS 9
Amendments to
Reform of reference interest rates (phase 2)
IFRS 9, IAS 39, IFRS 7, IFRS 4 und IFRS 16:
Amendments to IAS 16
Earnings before reaching the ready-for-use stateAmendments to IAS 37
Scope of performance costs for onerous contracts
3. ACCOUNTING AND VALUATION PRINCIPLES
e significant accounting and valuation principles used to prepare these financial statements are presented below. Unless otherwise stated, the methods described have been applied consistently to the reporting periods presented.
3.1 Mergers and goodwill
Mergers are accounted for using the purchase method. e cost of an acquisition is measured as the sum of the transferred consideration, measured at fair value on the acquisition date. e non-controlling interests are mea-sured at the proportionate share of the identifiable net assets of the acquired company. Any transaction costs are shown as expenses.
In the case of staged business mergers, the equity interest previously held by the acquiring company in the acqui-red company is recalculated at fair value as of the acquisition date and the resulting income or expense is recog-nized in the income statement.
If the measurement shows a surplus (i.e., the acquisition costs of the parent company's investment is greater than the proportionate revalued equity of the subsidiary), this surplus is recognized as goodwill pursuant to IFRS 3.41. Pursuant to IFRS 3.55, this goodwill is not amortized on a scheduled basis. Instead, an impairment test is required to be performed once a year pursuant to IAS 36 to determine the impairment requirement. Any impairment to be taken into account is determined by establishing the recoverable amount of the cash-generating unit allocated to the goodwill in question. If the recoverable amount of the cash-generating unit falls below the carrying amount of this unit, an impairment loss is recognized. If events or circumstances indicate a potential impairment, the impairment test is carried out more frequently.
In the case of mergers prior to January 1, 2010, the transaction costs directly associated with the acquisition were treated as part of the acquisition costs.
3.2 Intangible assets
Acquired intangible assets are capitalized in accordance with IAS 38 if it is probable that the use of the asset is associated with future economic benefits and if the cost of the asset can be measured reliably. Acquired intangible assets are measured at acquisition cost and amortized on a straight-line basis over the respective useful life. Any impairments which occur are recorded. In the income statement, they are listed under the depreciation of intan-gible assets and property, plant and equipment.
In the case of mergers, goodwill is calculated as an excess of the acquisition costs of the interest over the acquired share in the equity of the acquired company, applying the provisions of IFRS 3. e recoverability of goodwill is tested at least annually at the level of the cash-generating unit and, if impaired, is written down to the recoverable amount.
3.3 Property, plant and equipment
Property, plant and equipment is recognized at cost of acquisition or production less cumulative scheduled de-preciation. Gains or losses from the disposal of fixed assets are included in other operating income or general and administrative expenses.
Scheduled straight-line depreciation is based on normal operational useful life.
3.4 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to scheduled amortization. ey are tested annually for impairment and also when there are indications of impairment. Assets that are subject to scheduled amortization are tested for impairment whenever events or changes in circumstances occur, according to which the carrying amount may no longer be recoverable. An impairment loss is recognized at the carrying amount which exceeds the recoverable amount. e recoverable amount is the higher of the fair value of the asset less costs to sell and the value in use.
In the event of any subsequent reversal of an impairment, the carrying amount of the asset is increased to the newly estimated recoverable amount. e increase in the carrying amount is limited to the amortized value that would result if no impairment loss had been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. A reversal of the impairing loss is not performed for recognized goodwill.
3.5 Financial Assets
Financial assets include loans and securities and investments classified as non-current assets. Investments in-clude all shares in companies that are not recorded as securities. IFRS 9 requires that the classification of finan-cial assets be determined both on the basis of the business model used to manage the financial assets and the contractual cash flow characteristics of the financial asset.
ree business models are available under IFRS 9:
•
Intention to hold ("hold to collect")
Financial assets held for the purpose of collecting contractual cash flows.
•
Intention to hold and sell ("hold to collect and sell")
Financial assets held for the purpose of both receiving contractual cash flows and selling financial assets.
•
Other
Financial assets that are held for trading purposes or that do not meet the criteria "hold to collect" or "hold to collect and sell"
e assessment of the business model requires a review based on facts and circumstances at the time of the as-sessment. Qualitative factors include the way in which the performance of the business model and the financial assets held in that business model are measured and reported to key management personnel at FinLab (e.g. whether reporting is based on the fair value of assets under management or contractual cash flows received).
If a financial asset is held either in a "hold to collect" or a "hold to collect and sell" business model, an assess-ment as to whether the contractual cash flows consist exclusively of principal and interest payments on the outstanding principal amount is required upon initial recognition to determine classification.
A financial asset is classified as at "amortized cost" and subsequently measured, if it was not classified under the fair value option, if the financial asset is held in a "hold to collect" business model, and if the contractual cash flows are exclusively repayments of principal and interest.
Under this valuation category, the financial asset is recognized at fair value less principal repayments, plus or minus the cumulative amortization of any difference between the original amount and the maturity amount. e carrying amounts of these assets and liabilities are measured using the effective interest method and adju-sted for any impairment losses.
IFRS 9 stipulates that the expected future credit losses are decisive for the amount of the impairment ("expected
loss model"). Further information on any necessary impairments and special features is provided in section 6.1 Further disclosures on financial instruments.
A financial asset is classified and measured at "fair value through other comprehensive income" ("FVOCI") if it was not classified under the fair value option, if the financial asset is held in a "hold to collect and sell" bu-siness model and the contractual cash flows are exclusively repayments and interest payments.
Classified as FVOCI, a financial asset is measured at fair value, with all changes in fair value being recognized in the income statement. e fair value of these financial instruments can be recognized in other comprehen-sive income.
It is possible to designate equity instruments for which there is no intention to trade as "fair value with changes in value recognized directly in equity." However, FinLab has not yet applied this category.
Any financial asset held for trading purposes or not included in the "hold to collect" or "hold to collect and sell" business models is classified as a financial asset at "fair value through profit or loss" ("FVTPL").
Any financial asset whose contractual cash flows are not exclusively redemption and interest payments must also be measured at fair value with changes in value in the income statement, even if the financial asset is held in a "hold to collect" or "hold to sell" business model. Upon initial recognition, FinLab may irrevocably classify a financial asset as measured at fair value with changes in value in the income statement, which would otherwi-se be measured at amortized cost or at fair value through comprehensive income, if this classification eliminates or significantly reduces accounting mismatches that would otherwise arise from the measurement of assets or liabilities or the recognition of gains or losses on a different basis.
e financial instruments reported under non-current assets (loans, investments and securities allocated to non-current assets) are classified by FinLab as at "fair value through profit or loss" ("FVTPL")" because the contractual cash flows are not exclusively repayments and interest payments. In determining fair value, FinLab uses observable market data as far as possible. Based on the input factors used in the valuation techniques, the fair values are assigned to different levels in the fair value hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Valuation parameters that are not the quoted prices considered in Level 1 but that can be observed for the asset or liability either directly (i.e. as a price) or indirectly (i.e. as a derivation of prices).
Level 3: Valuation parameters for assets or liabilities that are not based on observable market data.
If the asset is sold or impaired on a sustained basis, the gain or loss on the sale or impairment is included in profit or loss.
Changes in the value of financial assets classified as "financial assets at fair value through profit or loss" are re-cognised in the income statement under income or expenses from fair value measurement.
An impairment generally leads to a direct reduction in the carrying amount of the financial assets, with the exception of trade receivables, whose carrying amount is reduced by an impairment account.
FinLab only recognizes a financial asset if the contractual rights to the cash flows from the financial asset expire or the financial asset and substantially all the risks and rewards incidental to ownership of the asset are trans-ferred to a third party.
Further information on financial instruments is provided in item 6.1 Further Disclosures on Financial Instru-ments.
3.6 Deferred taxes
Deferred taxes are accounted for using the balance sheet approach, which accounts for all recognition and measu-rement differences between the value in the IFRS statement of financial position and the taxable value.
e current tax rates applicable to the period in which the temporary differences are expected to offset each other form the basis for calculating deferred taxes. e calculation was based on a tax rate of 31.9%. In addition to the corporation tax of 15% and the resulting solidarity surcharge of 5.5%, a trade tax rate for Frankfurt am Main of 16.1% was taken into account.
e deferred tax assets were offset against deferred tax liabilities in accordance with the provisions of IAS 12.
Changes to deferred taxes are generally recognized as income or expenses, unless the underlying facts are also recognized as income or expenses and are not offset directly against equity.
Deferred tax assets on tax-deductible temporary differences, unused tax losses, and unused tax credits are only recognized to the extent that it is probable that taxable profits will be generated by the same taxable entity and the same tax authority in the foreseeable future.
3.7 Receivables and other assets
Receivables and other assets are measured at nominal value less any appropriate impairment losses (measurement at amortized cost).
3.8 Liquid funds
Cash and cash equivalents consist of bank balances. ey are measured at amortized cost.
3.9 Provisions
Provisions are recognized as liabilities in accordance with IAS 37 if there are any current legal or actual obliga-tions arising from past events which are associated with a probable outflow of resources and whose amount can be reliably estimated.
3.10 Liabilities
Liabilities are measured at amortized cost.
Non-current liabilities are discounted if the interest effect of discounting is material.
As the effect is not material, the determination of a company-specific discounting factor is waived and instead the interest rate of the Bundesbank used for accounting under German commercial law (HGB) is applied.
3.11 Income and expenses
Sales and income are recognized if a contract has become effective, a price has been agreed and can be deter-mined, and its payment can be reasonably assured. Opportunities and risks must be passed to the buyer, and the seller's control must have expired.
Revenue is shown less deductions such as bonuses, discounts and rebates. Income from ongoing services is reali-
zed when the service is rendered, while time-dependent remuneration is recognized pro rata temporis.
e purchase of financial assets is generally accounted for on the settlement date.
Income from equity investments includes income from dividend income and income from equity valuation (IAS 28).
Income and expenses from the measurement and sale of financial instruments are shown in the financial result.
e disposal is generally accounted for on the settlement date. e gains from the sale are also recognized on this day. e settlement date is the date on which the contracted services between the buyer and the vendor are exch-anged. Divestitures relate to regular share transfers to portfolio companies.
3.12 Taxes
e tax on income includes (if available) current and deferred taxes.
3.13 Currency conversion
e annual financial statements were prepared in Euros. Receivables and liabilities in foreign currencies are trans-lated at the closing prices applicable on the balance sheet date. Income and expenses are translated using average exchange rates. Currency translation differences are recognized in profit or loss. Foreign currency transactions are translated at the exchange rate applicable on the date of the transaction in Euros.
3.14 Lease
FinLab has entered into rental obligations within the usual framework. e liabilities and rights of use under these rental agreements are accounted for in accordance with IFRS 16 "Leases".
Category | Terms of contract |
Office space | Up to five years |
IT and office equipment | Up to three years |
Vehicles | Up to three years |
e rights of use are reported under the balance sheet item in which a comparable asset owned by the compa-ny is also reported. Liabilities from leasing obligations are reported at present value as "Other liabilities". Lease payments are recognized in the income statement as depreciation of property, plant and equipment and interest expenses as financing expenses.
Unless required, short-term leases and leases based on a low-value asset are not recognized in the balance sheet.
3.15 Contingent liabilities and financial commitments
Contingent liabilities are potential obligations to third parties or existing obligations for which an outflow of resources is not likely or for which the amount cannot be reliably determined. Contingent liabilities are not re-cognized in the statement of financial position. e contingent liability obligations stated in the notes (if any) correspond to the extent of the liability existing on the balance sheet date and the residual payment obligations
for contingent liabilities not yet required for shares in partnerships.
3.16 Significant assumptions and estimates
e annual financial statements contain values which have been determined reliably using estimates and assump-tions. e estimates and assumptions used are based on historical experience and other factors such as planning, and expectations and projections of future events that appear probable from the current perspective. e as-sumptions and estimates taken into consideration mainly relate to the determination of the recoverable amount in connection with impairment testing and the recognition and measurement of deferred taxes and provisions.
Significant adjustments to the reported assets, liabilities and provisions may be required in the next fiscal year for the following items by performing a re-measurement:
in thousand EUR | ||
12/31/2020 | 12/31/2019 | |
Financial assets | 163,327 | 134,513 |
Securities held as current assets in the category | 86 | 79 |
Other long term liabilities | 433 | 701 |
Provisions | 1,420 | 886 |
4. NOTES TO THE INCOME STATEMENT | ||
4.1 Sales revenues |
e reported sales revenues relate to the services provided by the Company to subsidiaries and equity interests, particularly in the areas of management, accounting and marketing. ere are no other significant categories of revenue.
4.2 Income from investments
Income from investments consists of income and expenses from investments, in particular from profit distribu-tions and dividends received.
4.3 Other operating income
Other operating income comprises the reversal of adjustments of €230 thousand, (previous year: €230 thousand), the transfer of expenses of €222 thousand, (previous year: €159 thousand) the reversal of provisions of €44 thous-and (previous year: €87 thousand) and other operating income of €7 thousand (previous year: €23 thousand).
As in the previous year, currency translation resulted in only minor income of less than €1 thousand.
4.4 Personnel expenses
Personnel expenses include the remuneration of the directors and the employed staff.
Employees of the company are insured under the statutory pension plan, and the current contribution payments
are recorded as an expense at the time of payment. ere are no further pension commitments.
in thousand EUR | 2020 | 2019 |
Wages and salaries | -1.243 | -1,115 |
Social security contributions | -136 | -152 |
Other personnel expenses | -824 | 375 |
-2.204 | -892 |
Other personnel expenses mainly include expenses from bonus payments and bonuses.
In previous years, expenses were recognized in connection with the valuation of options from the stock option program. Income from the valuation of the stock options was offset against the expenses in the previous year, with the result that other personnel expenses in the previous year were positive.
4.5 Non-personnel expenses
e non-personnel expenses consist of the other operating expenses, and depreciation and amortization of pro-perty, plant and equipment, and of intangible assets. e main items are as follows:
in thousand EUR | 2020 | 2019 |
Consulting and audit costs | -508 | -244 |
Depreciation of property, plant and equipment and intangible assets | -228 | -229 |
Provisions | -160 | -465 |
Banking and insurance fees | -117 | -103 |
Costs of marketing and financial market information | -92 | -132 |
Costs for communication and IT | -70 | -69 |
Occupancy costs | -55 | -94 |
Vehicle costs | -34 | -31 |
Bad debts and amortizations | -24 | -37 |
Travel and entertainment expenses | -14 | -57 |
Office expenses | -6 | -8 |
Other miscellaneous expenses | -378 | -73 |
-1,686 | -1,542 |
Other expenses mainly include expenses from other cost transfers and expenses from other accounting periods.
4.6 Financial result | ||
e financial result is made up of: | ||
in thousand EUR | 2020 | 2019 |
Income from the sale of securities and financial assets | 260 | 318 |
Retirement of securities and financial assets | -203 | -149 |
Write-ups and write-downs of securities and financial assets | 5,864 | 37,800 |
Interest and similar gains | 130 | 152 |
Interest and similar expenses | -27 | -38 |
6,023 | 38,082 | |
Income from the sale of securities and financial assets: | ||
in thousand EUR | 2020 | 2019 |
Investments in non-current assets in the category "Valued at fair value through | ||
profit or loss" | 260 | 318 |
260 | 318 | |
2019 | ||
-149 | ||
-149 |
in thousand EUR
e retirement of financial assets and securities relates to the following assessment categories:
Investments in non-current assets in the category "Valued at fair value through profit or loss"
2020
-203-203
Interest and similar income and expenses mainly relate to interest on loans, bank deposits and bank overdraſts.
Changes in the value of financial instruments are described in more detail in section 6.1 Additional information about financial instruments.
4.7 Tax on income
Tax on income and earnings relates to deferred taxes and the creation of provisions for taxes on the income for this financial year.
in thousand EUR | 2020 | 2019 |
Actual tax expenses for the period | -49 | -136 |
Deferred taxes | -134 | -607 |
-183 | -744 | |
Tax on income/ earnings |
e reconciliation of the theoretically expected tax charge for a corporation and the amount actually specified is as follows:
in thousand EUR | 2020 | 2019 |
Earnings before tax | 6,278 | 40.,268 |
Tax rate in % | 31,9% | 31.9 % |
Expected tax expenditure | -2,005 | -12,859 |
Actual tax expenditure | -183 | -744 |
Differential amount | -1,822 | -12,115 |
Actual tax rate in % | 2.9% | 1.8 % |
Amount to be reconciled | 1,822 | -12,115 |
Tax-exempt assessment and sales results | -2,859 | -12,874 |
Unrecognized deferred taxes on tax loss carry-forwards | 839 | 0 |
Reversal/formation of deferred tax reserves | 134 | 607 |
Non-periodical taxes | 49 | 136 |
Taxes on non-deductible expenses and other tax effects | 16 | 16 |
-1,822 | -12,115 |
e theoretical tax rate for corporations consists of corporation tax, the solidarity surcharge and trade tax. With the trade tax factor of 460% used in Frankfurt am Main, this results in a tax burden of 31.93%. e calculation of deferred taxes is based on this percentage.
As in the previous year, taxes on income relating to the individual components of other comprehensive income, including reclassification adjustments, were not recorded.
e distribution of dividends is subject to the German capital gains tax deduction system.
ere are no tax losses carryforwards.
4.8 Earnings per share
Earnings per share based on the earnings attributable to shareholders from continuing operations are as follows:
in thousand EUR
Net result for the period from continuing business (in thousand EUR)
20206,095
201939,525
Average number of issued shares (undiluted)
5,323,170
5,244,921
Dilution effect arising from share options
145,138
147,625
Average number of shares issued (diluted)
5,468,308
5,392,546
Undiluted earning per share in EUR
1.14
7.54
Diluted earning per share in EUR
1.11
7.33
e average number of shares in circulation is calculated as follows aſter pro rata temporis weighting:
in thousand EUR | 2020 | |
5,238,670 * 338/365 | ||
Average number of issued shares | 5,323,170 * 365/365 | 5,323,170 * 27/365 |
5,323,170 | 5,244,921 |
2019
No dividend payments have been planned for the 2020 financial year.
5. NOTES ON THE BALANCE SHEET
5.1 Depreciation of property, plant and equipment and amortization of intangible assets
e composition of the development of intangible assets and property, plant and equipment is shown in the asset schedule, which is an attachment to the notes.
Intangible assets pertain mostly to capitalized expenses for the website of FinLab.
e useful life of intangible assets and property, plant and equipment ranges from 3 to 20 years. No groups have been created due to their subordinate importance.
No expenses were incurred for research and development, and these were therefore neither included in the costs nor capitalized.
Internally generated intangible assets were not capitalized.
5.2 Financial assets
Financial assets include the following items:
in thousand EUR
Shares in affiliated companies
Investments
Securities held as current assets in the category
Loans
e securities held as non-current assets relate to the following stocks:
12/31/2020
12/31/2019
107,388
163,327
15,705
38,617
1,618
12,852100,29818,6672,696134,513
12/31/2020 | 12/31/2019 | |
0 | 122 | |
Securities classified and measured at "fair value through other comprehensive income" ("FVOCI") | 38,617 | 18,545 |
38,617 | 18,667 | |
5.3 Deferred tax assets and liabilities |
in thousand EUR
Securities classified "valued at fair value through profit or loss"
e deferred tax liabilities primarily consist of differences in valuation of financial investments and the discoun-ting of long-term debt. A tax rate of 31.93% was applied..
in thousand EURTiming differences
12/31/2020
Change
12/31/2019
Non-current liabilities
Fixed assets
-433
404
Financial assets
113.815
151
-164
28.642
-58456885,173
Non-current liabilities
Fixed assetsFinancial assets
Assets | Assets | 2019 | |||||
138 | 0 | 187 | 0 | 0 | 0 | 49 | -185 |
0 | -129 | 0 | -181 | 0 | 0 | -52 | 181 |
0 | -1,817 | 0 | -1.360 | 319 | -45 | 138 | 611 |
5.4 Securities
e securities held as current assets are allocated to the categories "financial assets at fair value through profits or loss":
in thousand EUR | 12/31/2020 | 12/31/2019 |
Securities in the category "financial assets at fair value through profits or loss" | 86 | 79 |
86 | 79 | |
5.5 Receivables and other assets |
e receivables and other assets shown have a maturity of up to one year and are entered at their nominal amount.
e other assets and receivables relate to the following items:
in thousand EUR | 12/31/2020 | 12/31/2019 |
Receivables from loans | 1,837 | 2,943 |
Receivables from VAT | 44 | 0 |
Receivables from income tax | 466 | 685 |
other | 731 | 134 |
3,078 | 3,762 | |
5.6 Bank balances |
e bank balances are fully compliant with the financial resources and mainly consist of current accounts, money market accounts and fixed-term deposits.
5.7 Equity
SUBSCRIBED CAPITAL
e subscribed capital amounts to EUR 5,323,170.00 and is fully paid up. It is divided into 5,323,170 registered ordinary shares. e shares are no-par value shares with a notional value of EUR 1.00 each.
Based on the conditional capital (2014/II) resolved by the Annual General Meeting on 10 December 2014, 28,500 subscription shares were issued in 2020. e Supervisory Board therefore resolved on 15 December 2020 to in-crease the Company's share capital by EUR 28,500.00 from EUR 5,323,170.00 to EUR 5,351,670.00 by issuing 84,500 new registered no-par value shares against cash contributions. e capital increase was entered in the commercial register on January 14, 2021, and thus aſter the cut-off date for the 2020 financial statements.
e Annual General Meeting on June 15, 2018 resolved to increase the subscribed capital by June 14, 2023, with the consent of the Supervisory Board, by issuing new shares against cash or property, plant and equipment on one or more occasions up to a value of €2,494,335.00 (Authorized Capital 2018), whereby the subscription rights of shareholders can be excluded. e corresponding amendment to Section 5 (2) of the Articles of Association was entered in the Commercial Register on July 16, 2018.
e Annual General Meeting on December 10, 2014 resolved to increase the subscribed capital by November 30, 2019, with the consent of the Supervisory Board, by issuing new shares against cash or property, plant and equipment on one or more occasions up to a value of €2,269,335.00 (Authorized Capital 2014/I), whereby the sub-scription rights of shareholders can be excluded. e corresponding amendment to Section 5 (2) of the Articles of Association was recorded in the Commercial Register on December 30, 2014. Aſter partial use, the authorized capital 2014 amounts to €1,569,335.00.
e subscribed capital of the Company was contingently increased by €1,815,000.00 by the Annual General Mee-ting of December 10, 2014 (Contingent Capital 2014/I).
e subscribed capital of the Company was contingently increased by up to €453,867.00 by resolution of the Annual General Meeting of December 10, 2014 (Contingent Capital 2014/II). e conditional capital 2014/II still amounts to EUR 340,867.00 aſter the issue of subscription shares. e subscription shares were issued as of the reporting date, formal confirmation / entry in the commercial register took place on January 14, 2021.
With regard to the conditional capital increases, the Company has made use of the authorization to issue option and/or convertible bonds, profit participation bonds and/or profit participation rights with option and/or conver-sion rights or obligations in parts.
CAPITAL RESERVE
e capital reserve contains the amount that will be received from the issue of shares in addition to the (accoun-ting) par value (offering premium).
e capital reserve also includes the amounts resulting from the measurement of the stock options issued to em-ployees and management. Further information on the stock option program can be found under item 6.11.Stock option program.
RETAINED EARNINGS
Retained earnings includes income reinvested from previous years and from the current year. ere are no statu-tory reserves as defined in Section 150 (2) German Stock Corporation Act (AktG) nor other reserves as defined by the Articles of Association.
RESERVE FOR THE REVALUATION OF FINANCIAL INSTRUMENTS
e reserve for the revaluation of financial instruments includes the changes in value of the financial assets recog-nized in other comprehensive income in the category "fair value through other comprehensive income" ("FVO-CI") and all adjustments of deferred taxes and provisions made in connection with the valuation of these assets.
During the reporting period, value adjustments to financial instruments were recorded in the following amounts in the equity:
in thousand EUR | 12/31/2020 | 12/31/2019 |
Measurement and disposals of securities | 20,072 | -2,934 |
Deferred taxes | -319 | 45 |
19,753 | -2,889 |
5.8 Provisions
Non-current provisions of €32 thousand (previous year: €32 thousand) for the archiving of files and of €30 thous-and (previous year: €30 thousand) for decommissioning obligations and not discounted due to the minor effect.
Provisions for taxes on income of €2 thousand (previous year: €87 thousand) were formed on the result of the fiscal year.
Other short-term provisions are made up as follows:
Personnel related provisions
Office expenses
205111
-105
-31
00
924
1,024
0
80
high low
Annual financial statement and audit
104
-50
0
103
157
medium
Supervisory Board related provisions
45
-45
0
40
40
high
Pending invoices
225690
-143-374
-44-44
17
55
high
1,084
1,356
Personnel provisions relate to provisions for employee bonuses, holiday entitlement, and contributions to the Employer's Liability Insurance Association.
5.9 Liabilities
e shown current liabilities have a term up to one year and were assessed at the nominal value or the amount of expected utilization.
Other liabilities are made up as follows:
in thousand EUR
12/31/2020 | 12/31/2019 | |
Wage and church tax | 24 | 29 |
Leases | 433 | 701 |
Other liabilities | 782 | 0 |
1,239 | 730 |
FinLab AG
Annual Financial Report
December 31, 2020
6. OTHER INFORMATION
6.1 Additional information about financial instruments
e book values of the financial instruments, divided by category, for the effective dates December 31, 2020 and December 31, 2019 are transferred to the balance sheet in the following table:
December 31, 2020 in thousand EUR | Fair value - hierarchy | Fair value | Balance sheet disclosure |
Non-current assets - financial assets
Fair value of financial assets regularly valued at fair valueNon-current assets - financial assets - total
Investments and affiliated companies Level 3 | 30,434 | 30,434 |
Investments and affiliated companies "fair value through profit and loss" Level 2 | 92,659 | 92,659 |
Securities classified and measured at "fair value through other comprehensive income" ("FVOCI") Level 1 | 38,617 | 38,617 |
Fair value of financial assets not regularly measured at fair value, but for which the fair value is to be indicated | ||
Loans to companies linked by a participating interest, "fair value through profit and loss" Level 3 | 1,618 | 1,618 |
163,327
163,327
FinLab AG
Annual Financial Report
December 31, 2020
December 31, 2020 in thousand EURFair value of financial assets not regularly measured at fair value, but for which the fair value is to be in-dicated
Fair value - hierarchy
Fair value
Securities "fair value through profit and loss" | Level 1 | 86 | 86 | 86 |
Trade receivables "valued at cost" | Level 2 | 11 | 11 | 11 |
Receivables from companies in which we participate "valued at cost" | Level 2 | 75 | 75 | 75 |
Receivables from affiliated companies "valued at cost" | Level 2 | 1,762 | 1,762 | 1,762 |
Other assets "valued at cost" | Level 2 | 764 | 764 | 764 |
Cash and cash equivalents "valued at cost" | Level 2 | 6,147 | 6,147 | 6,147 |
Current assets - total | 8,845 | 8,845 | 8,845 |
FinLab AG
Annual Financial Report
December 31, 2020
December 31, 2020 in thousand EURFair value - hierarchy
Fair value
Other financial liabilities | Level 2 | 433 | 433 | 433 |
Current liabilities, total | 433 | 433 | 433 | |
Non-current liabilities | ||||
Other financial liabilities | Level 2 | 782 | 782 | 782 |
Trade payables measured at amortized cost | Level 2 | 40 | 40 | 40 |
Non-current liabilities, total | 822 | 822 | 822 |
FinLab AG
Annual Financial Report
December 31, 2020
December 31, 2019 in thousand EURNon-current assets - financial assetsFair value of financial assets regularly valued at fair valueFair value - hierarchy
Fair value
Investments and affiliated companies | Level 3 | 24,838 | 24,838 |
Investments and affiliated companies "fair value through profit and loss" | Level 2 | 88,312 | 88,312 |
Securities "fair value through profit and loss" | Level 1 | 122 | 122 |
Securities classified and measured at "fair value through other comprehensive income" ("FVOCI") | Level 1 | 18,545 | 18,545 |
Fair value of financial assets not regularly measured at fair value, but for which the fair value is to be indicated | |||
Loans to companies linked by a participating interest, "fair value through profit and loss" | Level 3 | 2,696 | 2,696 |
Non-current assets - financial assets - total | 134,513 | 134,513 |
FinLab AG
Annual Financial Report
December 31, 2020
December 31, 2019 in thousand EURFair value of financial assets not regularly measured at fair value, but for which the fair value is to be in-dicated
Fair value - hierarchy
Fair value
Securities "fair value through profit and loss" | Level 1 | 79 | 79 | 79 |
Trade receivables "valued at cost" | Level 2 | 4 | 4 | 4 |
Receivables from companies in which we participate "valued at cost" | Level 2 | 103 | 103 | 103 |
Receivables from affiliated companies "valued at cost" | Level 2 | 2,841 | 2,841 | 2,841 |
Other assets "valued at cost" | Level 2 | 129 | 129 | 129 |
Cash and cash equivalents "valued at cost" | Level 2 | 6,753 | 6,753 | 6,753 |
Current assets - total | 9,909 | 9,909 | 9,909 |
FinLab AG
Annual Financial Report
December 31, 2020
Page 35
December 31, 2019 in thousand EURFair value - hierarchy
Fair valueOther financial liabilities
Level 2
701
701
701
Current liabilities, totalNon-current liabilitiesTrade payables measured at amortized cost
Level 2
701
43
701
43
701
43
Non-current liabilities, total
43
43
43
e amount of securities the current and non-current assets is comprised as follows:
in thousand EUR | 12/31/2020 | 12/31/2019 |
listed non-fixed-income securities | 38,617 | 18,667 |
unlisted shares in investment funds | 2,436 | 1,381 |
other non-listed financial instruments | 131,119 | 124,375 |
172,172 | 144,422 |
e financial instruments for which a stock market price was available and which were regularly traded on a stock market on the balance sheet date or had a regular market price during the reporting period were measured at this price on the reporting date.
Measurement through profit or loss of listed financial instruments in the year under review resulted in write-ups of €20,072 thousand (previous year: €114 thousand) and write-downs of €0 thousand (previous year: €0 thous-and).
Financial instruments classified as at "fair value through profit and loss" were measured using input data which is not based on observable market data and was carried out using the conventional DCF method based on internally generated budgeted figures. Discounting factors from a risk-free interest rate of -0.1% p.a. and risk premiums of 30% p.a. were used.
No impairments are expected for the current financial instruments in the "measured at cost" category, as all the receivables concerned can be called up and paid in full at any time.
FinLab has formal measurement process as defined in IFRS 13.93 (g). e measurement is performed on an annual basis in close cooperation between the investment managers and the management and reflects current market experiences.
Financial instruments classified as "at fair value through profit or loss" were measured using input data that is not based on observable market data and the calculated value would be reduced by a maximum change of 1,0% if the considered risk premium were changed by 10%. No further significant changes would arise if the measurement had been carried out with plausible alternative assumptions.
e transition from the opening to the closing balance sheet of financial instruments of Level 3 is as follows:
Income and losses, recorded in Fi-nancial Earnings of
Reclassifi-in thousand EUR
1/1/2020
cationsPurchasesDisposalFull Income Statement
12/31/2020
Investments in the category "measured at fair value through profits or loss", measured on the basis of input data which is not based on ob-servable market data
27,535
0
1,636
-1,904
4,784
32,052
In fiscal year 2020, bad debt losses from operating activities of €24 thousand (previous year: €37 thousand) were recognized under general and administrative expenses.
IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes to market prices on the earnings and equity for the presentation of market risks. Price changes of 10% would result in the following changes in value:
in thousand EUR | 12/31/2020 | 12/31/2019 |
listed financial instruments | 38,617 | 18,667 |
of which measured on the consolidated statement of income | 0 | 122 |
Effect of an exchange rate change of 10% | 0 | 12 |
of which measured on other comprehensive income | 38,617 | 18,545 |
Effect of an exchange rate change of 10% | 3,862 | 1,855 |
e net result from financial instruments in the IAS 39 assessment categories is comprised of the valuation yield and the gains on disposal:
in thousand EUR | 2020 | 2019 |
Long-term financial assets
Securities classified and measured at "fair value through other comprehensive income" ("FVOCI")
Valuation yield | 20,072 | -2,934 |
Disposal yield | 0 | 0 |
20,072 | -2,934 | |
Financial instruments in the category "valued at fair value through profit or loss" | ||
5,883 | 37,890 | |
57 | 169 | |
Long-term financial assets - total | 5,940 | 38,059 |
Valuation yield
Disposal yield
During the reporting year, value adjustments at the following amounts were recognized as profit or loss in the reserve for the revaluation of financial instruments:
in thousand EUR | 2020 | 2019 |
Impairment of securities held as non-current assets | 0 | -2,934 |
Appreciation in value of securities held as non-current assets | 20,072 | 0 |
20,072 | -2,934 |
As in the previous year, there were no unimpaired, overdue financial assets as at the reporting date. FinLab recog-nizes an impairment loss if a financial asset appears irrecoverable. is is the case if this financial asset is overdue for more than 180 days and no agreement could be reached on an extension of the payment period, or if there are obvious indications or facts that preclude settlement.
6.2 Notes to the statement of cash flows
Cash flows are recognized in the statement of cash flow pursuant to IAS 7 in order to provide information about the movement of the company's cash and cash equivalents. Cash flows are differentiated according to operating, investing and financing activities. e indirect presentation method was used.
In the year under review, there were cash inflows from interest income amounting to €2 thousand (previous year: €1 thousand) and cash outflows from interest expenses amounting to €15 thousand (previous year: €17 thousand). Dividends were received of €1,057 thousand (previous year: €925 thousand).
Iincome taxes paid by FinLab amounting to €122 thousand (previous year: €22 thousand).
Cash and cash equivalents consist of bank balances.
6.3 Notes to segment reporting
As the "chief operating decisions maker" as defined by IFRS 8.7, the Executive Board of FinLab AG regularly reviews information about the development of the Company. It also makes its decisions regarding the allocation of resources at this level.
Information relevant to accounting is therefore only available for the Company as a whole and is not allocated to individual segments. FinLab is accordingly managed as a "single-segment entity" (SSE), as a result of which the financial and other effects of business activities can be identified on the basis of the elements of the financial statements. ere is therefore no need for segment reporting.
e company's value is mainly determined on the basis of the market value of the investments as reflected in equity pursuant to IFRS. Equity pursuant to IFRS is a key parameter for managing and controlling the company. Reference is made to chapter 6.8. Capital Management.
FinLab operates in the German-speaking countries and its income was generated in Germany.
6.4 Contingent liabilities and other financial obligations
As at the reporting date, there were no contingent liabilities at the Company from the balance sheet or income statement.
e remaining payment obligations for agreed shareholdings not yet called in for shares in FinLab EOS VC Euro-pe I amount to € 2,650thousand (prior year: €3,695 thousand) as at the accounting date.
6.5 Lease
In the first-time application of IFRS 16 "Leasing" as of January 1, 2019, FinLab capitalized the long-term rights of use from an office rental agreement in the amount of €808 thousand and recognized depreciation (€202 thousand p.a.) in accordance with IAS 16 over the remaining term of the agreement of four years.
As of the balance sheet date, €404 thousand is therefore reported under the balance sheet item "Property, plant and equipment" as rights of use from leases. e depreciation is recorded as depreciation of property, plant and equipment under expenses.
Expenses amounting to €7 thousand were recorded in the financial result for the financial year from the com-pounding of interest on lease liabilities, which results from the present values of future payment obligations. e annual rental payments amount to €241 thousand and reduced the leasing liabilities as of 31 December 2020 to €433 thousand.
All other rental agreements have a short-term residual term or are of subordinate value, so that no capitalisation took place.
6.6 Associated companies and individuals
As of December 31, 2019, Mr. Bernd Förtsch, Kulmbach, held over 25 % of the company's shares.
On the basis of the voting majority presence at the Annual General Meeting on June 10, 20209, Mr. Bernd Förtsch was able to exert virtually a controlling influence over the company. Furthermore, it is expected that there will also be a voting majority presence at future shareholders' meetings. erefore FinLab was a business controlled by Mr. Bernd Förtsch as defined in Section 17 (1) and (2) German Stock Corporation Act (AktG) as of December 31, 2020.
FinLab AG, Frankfurt am Main, provides its subsidiaries (VCH Investmentgroup AG, Heliad Management GmbH, Patriarch Multi-Manager GmbH and Heliad Equity Partners GmbH & Co KGaA), which are also affiliated companies of Mr. Bernd Förtsch, with considerable services in the areas of management, accounting, marketing and other management support. In addition, FinLab leases office space to these companies and charges third-party invoices on a pro rata basis. No premiums or discounts are taken into account for sublet-ting or for the passing on of third-party invoices. e services rendered are invoiced on the basis of framework agreements and are subject to the seniority of the employees involved and their dependent hourly rates.
Aktionär TV GmbH provided services for FinLab AG, Frankfurt am Main, in connection with the virtual Annual General Meeting and invoiced an amount of EUR 3 thousand (previous year: EUR 0 thousand) plus VAT for these services. Aktionär TV GmbH is an affiliated company of Mr. Bernd Förtsch.
e members of the Company's Board of Management received only short-term remuneration during the current fiscal year. e total amount was €615 thousand (previous year: €515 thousand).
Remuneration for the members of the Supervisory Board of €45 thousand (previous year: €45 thousand) was expensed in the reporting year. As in the previous year, costs were reimbursed for a total of less than €1 thousand.
All transactions with related parties were carried out based on the conditions which apply to transactions with third parties.
As of the reporting date, FinLab held a direct or indirect stake in the following companies with 20% or more of the voting rights:
Investment | Headquarters | Amount of holding |
Heliad Management GmbH | Frankfurt am Main | |
Patriarch MultiManager GmbH | Frankfurt am Main | |
FinLab Asset Management GmbH | Frankfurt am Main | |
VCH Investment Group AG | Frankfurt am Main | |
Heliad Equity Partners GmbH & Co. KGaA | Frankfurt am Main | |
nextmarkets GmbH | Köln | |
AUTHADA GmbH | Darmstadt | |
Vaultoro Limited | London | |
Iconic Holding GmbH | Frankfurt am Main | |
FastBill GmbH | Frankfurt am Main | |
CASHLINK Technologies GmbH | Frankfurt am Main | |
6.7 Post-balance-sheet events |
100 %
100 %
100 %
100 %
45.5 %
31.4 %
25.6 %
23.2 %
22.3 %
20.9 %
20.0 %
On the basis of the conditional capital (2014/II) resolved at the Annual General Meeting on December 10, 2014, subscription shares were issued in 2020. e Supervisory Board therefore resolved on December 15, 2020 to increase the Company's share capital by EUR 28,500.00 from EUR 5,323,170.00 to EUR 5,351,670.00 by issuing 28,500 new registered no-par value shares against cash contributions. e capital increase was entered in the commercial register on January 14, 2021.
Mr. Bernd Förtsch, Kulmbach, notified us on January 07, 2021 pursuant to Section 20 (5) AktG that a majority shareholding in our Company belongs to him, as the shares held by BFF Holding GmbH and the shares held by GfBk Gesellschaſt für Börsenkommunikation GmbH in our Company are attributable to him via BFF Holding GmbH pursuant to Section 16 (4) AktG.
Mr. Christian Angermayer, London, United Kingdom, notified us on January 07, 2021 in accordance with section 20 (5) AktG that he no longer holds any shares in our Company pursuant to section 20 (1.3) AktG.
6.8 Notes on capital management
e aim of capital management is the long-term increase of the Company's value by achieving an appropriate return on capital employed. e Company aims to achieve the targeted equity yield rate without any long-term borrowing, where possible.
Equity is the performance indicator for capital management in accordance with IFRS.
Investments are only made if it can be ensured that FinLab is able to meet its payment obligations at all times. For this purpose, the cash and cash equivalents and planned cash inflows and outflows are monitored daily by the Company's management.
As the Company does not make use of any significant debt financing, no further control measures are required with regard to capital management.
6.9 Notes on risk management
FinLab's risk management identifies, analyzes and avoids or limits material risks arising from business operations. Furthermore, the risk management supports the identification and exploitation of opportunities, thereby also contributing to the further development of the Company and greater business success.
In order to take a systematic approach, three groups of risk areas were identified:
1. Strategic risks
• Development of the capital market environment
• Market environment and positioning of competitors
• Human resources
2. Financial risks
• Price change risks (possible negative performance of Investments and securities in the portfolio)
• Liquidity risk
• Legal risks
• Risks resulting from changes in the tax law
3. Operational risks
• Financial accounting and controlling
• Cash flows
• IT security
Measures within the context of risk management
e business activities of FinLab are focused almost entirely within the euro currency zone. erefore, currency risk is limited, with a few exceptions.
FinLab also invests in blockchain technology. FinLab does not invest directly in tokens or crypto currencies.
An internal control system (ICS) has been implemented to hedge against operational and legal risks.
Due to the financing structure, the direct risk of interest rate changes is not substantial for FinLab.
e value of financial assets may become slow in the event of the unfavorable business development of the issuer and may fall to zero in extreme cases.
Liquidity planning ensures that financial obligations can be met with sufficient liquidity at all times.
e current liabilities shown have a term of up to one year. As the reported liquid funds are sufficient to cover current liabilities, FinLab is only slightly exposed to immediate liquidity risks.
6.10 Staff
On the annual average, FinLab had 9 employees (prior year: 13).
6.11 Share options program
e Annual General Meeting of FinLab AG on December 10, 2014, resolved that the Board of Management, with the approval of the Supervisory Board, may issue subscription rights on shares of the Company one or more times up to November 30, 2019, as part of a Stock Option Program 2014 for up to 453,867 no-par value registered shares of the Company for a term of up to six years.
e subscription rights on the stock options can be exercised for the first time aſter the end of the statutory wai-ting period of four years in accordance with section 193 (2) no. 4 of the German Stock Corporation Act (AktG). It begins at the time at which the respective share option is issued.
In addition to the end of the waiting period, exercising the options is conditional upon the occurrence of the performance target. Each beneficiary may exercise their subscription rights if the stock market price of the Com-pany's stock has risen by at least 100% on any stock exchange trading day within the period from the issue date of the subscription rights to two years aſter that date.
If the option rights are converted into shares, every share to be acquired must be paid for at the exercise price. e subscription price for one share of the Company equals 100% of the underlying.
e fair value of the stock options was calculated at the date of issue using a "look-barrier" option pricing model. In addition to the criteria set out in the option conditions (e.g. waiting period, performance target), only a cost of carry of 0.1%, the expected volatility of FinLab shares in the form of historical volatility of 45%, and the risk-free interest rates at the measurement dates of 1.00%-1.25% were calculated for the options issued. Dividends and other compensation features were not included.
e following options have been issued:
Issue | Number | Subscription | Underlying value | Target | Fair value | Value per share |
price | option | |||||
3/12/2015 | 115,000 | EUR 4.82 | EUR 5.95 | EUR 11.90 | EUR 374,284.45 | EUR 3.25 |
6/29/2015 | 175,000 | EUR 4.82 | EUR 6.40 | EUR 12.80 | EUR 623,827.62 | EUR 3.56 |
1/19/2016 | 23,000 | EUR 4.82 | EUR 10.50 | EUR 21.00 | EUR 190,336.49 | EUR 8.28 |
12/19/2017 | 100,000 | EUR 4.82 | EUR 28.29 | EUR 56.58 | EUR 2,402,639.83 | EUR 24.03 |
Total | 413,000 |
e expenditure arising from the option valuation is recognized on a monthly basis during the four year waiting period as personnel expenses and accounted for in the capital reserves.
In fiscal year 2017, as agreed, 25,000 stock options were returned to FinLab AG. In fiscal 2019, 100,000 options expired, 84,500 options were exercised.
As of the balance sheet date, a total of 200,000 stock options still exist. In fiscal 2020, 28,500 options were exerci-sed.
6.12 Auditors
During fiscal year 2017, the auditor of the annual financial statements invoiced €48 thousand (previous year: €48 thousand) plus VAT for auditing services.
6.13 Executive Board and Supervisory Board
EXECUTIVE BOARD:
Juan Rodriguez
Member of the Executive Board, Bad Vilbel
Stefan Schütze
Member of the Executive Board, Frankfurt am Main
SUPERVISORY BOARD:
Axel-Günter Benkner
independent management consultant, Nidderau, Chairman
Stefan Müller
Plenipotentiary of Börsenmedien Aktiengesellschaſt, Küps
Dr. Friedrich Schmitz
Businessman, Munich
6.14 Other Information
e financial statements were prepared by the Company on February 28, 2021.
Frankfurt/Main
e Executive Board
FinLab AG
Annual Financial Report
December 31, 2020
Fixed Assets Analysis IFRS 2020
Amounts in thousand EUR | Acquisition costs 01/01/2020 Inflow of PeriodOutflow of 12/31/2020 Period | AllowancesOutflow of 01/01/2020 PeriodDepreciation the periodAppreciation in value the period 12/31/2020 | Book values 12/31/2020 12/31/2019 | ||||||||
Intangible asset values | 142 | 11 | - | 153 | -134 | - | -4 | - | -138 | 15 | 8 |
Property, plant and equipment | 1,200 | 23 | - | 1,223 | -527 | - | -223 | - | -750 | 472 | 672 |
Financial assets | 59,737 | 4,910 | -5,751 | 58,896 | 74,776 | 3,724 | -2,532 | 28,463 | 104,431 | 163,327 | 134,513 |
Fixed assets total | 61,079 | 4,944 | -5,751 | 60,272 | 74,115 | 3,724 | -2,759 | 28,463 | 103,542 | 163,814 | 135,193 |
FinLab AG
Annual Financial Report
December 31, 2020
Fixed Assets Analysis IFRS 2019
Amounts in thousand EUR | Acquisition costs 01/01/2019 Inflow of PeriodOutflow of 12/31/2019 Period | AllowancesOutflow of 01/01/2019 PeriodDepreciation the periodAppreciation in value the period 12/31/2019 | Book values 12/31/2019 12/31/2018 | ||||||||
Intangible asset values | 141 | 1 | - | 142 | -132 | - | -2 | - | -134 | 8 | 9 |
Property, plant and equipment | 393 | 808 | -2 | 1,200 | -301 | - | -227 | - | -527 | 672 | 93 |
Financial assets | 52,200 | 8,740 | -1,203 | 59,737 | 39,313 | 633 | -10,672 | 45,502 | 74,776 | 134,513 | 91,514 |
Fixed assets total | 52,735 | 9,549 | -1,205 | 61,079 | 38,880 | 633 | -10,900 | 45,502 | 74,115 | 135,193 | 91,615 |
INDEPENDENT AUDITOR'S REPORT
To the FinLab AG, Frankfurt am Main
Audit Opinion
We have audited the annual financial statements of FinLab AG, Frankfurt am Main, which comprise the balance sheet as at December 31, 2020, and the income statement, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the financial year from January 1 to December 31, 2020, and notes to the financial statements, including the presentation of the recognition and measurement policies.
In our opinion, on the basis of the knowledge obtained in the audit, the accompanying annual financial statements comply, in all material respects, with the IFRSs as adopted by the EU, and in compliance with these requirements, give a true and fair view of the assets, liabilities and financial position of the Company as at December 31, 2020, and of its financial performance for the financial year from January 1 to December 31, 2020.
Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements.
Basis for the Audit Opinion
We conducted our audit of the annual financial statements in accordance with § 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirt-schaſtsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Annual Financial State-ments" section of our auditor's report. We are independent of the Company in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the annual financial statements.
Responsibilities of the Executive Directors and the Supervisory Board for the Annual Financial Statements
e executive directors are responsible for the preparation of the annual financial statements that comply, in all material respects, with the IFRSs as adopted by the EU, and in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Company. In addition, the executive directors are responsible for such internal control as they, have determined necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the annual financial statements, the executive directors are responsible for assessing the Company's ability to continue as a going concern. ey also have the responsibility for disclosing, as applicable, matters rela-ted to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting, provided no actual or legal circumstances conflict therewith.
e supervisory board is responsible for overseeing the Company's financial reporting process for the preparation of the annual financial statements.
Auditor's Responsibilities for the Audit of the Annual Financial Statements
Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free from material misstatement, whether due to fraud or error, as well as to issue an auditor's report that includes
our audit opinion on the annual financial statements.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaſtsprüfer (IDW) will always detect a material misstatement. Misstate-ments can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial statements.
We exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the annual financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi-cient and appropriate to provide a basis for our audit opinion. e risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentio-nal omissions, misrepresentations, or the override of internal controls.
• Obtain an understanding of internal control relevant to the audit of the annual financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems of the Company.
• Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
• Conclude on the appropriateness of the executive directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events 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 the auditor's report to the related disclosures in the annual financial statements or, if such disclosures are inadequate, to modify our respective audit opinion. Our conclu-sions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern.
• Evaluate the overall presentation, structure and content of the annual financial statements, including the disclo-sures, and whether the annual financial statements present the underlying transactions and events in a manner that the annual financial statements give a true and fair view of the assets, liabilities, financial position and finan-cial performance of the Company in compliance with the IFRSs as adopted by the EU.
We communicate with those charged with governance 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.
Grünwald, March 15, 2021
i Treuhand GmbH
Wirtschaſtsprüfungsgesellschaſt
Steffen Urban
Wirtschaſtsprüfer
[German Public Auditor]
ANNUAL FINANCIAL STATEMENTS (HGB) OF FINLAB AG
AS AT DECEMBER 31, 2020
INCOME STATEMENT FOR THE PERIOD JANUARY 1 TO DECEMBER 31, 2020
1. 2.
Sales revenues
Other operating income Cost of materials
3.
2020 1,481,776.32 752,921.25
Cost of purchased services Personnel expenses
a) Wages and salaries
4.
-383,945.17
in Euro 2019 1,456,111.45 697,354.88
-381,424.60
-2,069,656.36
-1,274,788.64
b) Social charges and costs for pension and other benefits of which for pensions
-159,539.20 -150,537.62
-19,441.20 -19,249.20
5.
Amortization of intangible assets and depreciation of fixed assets
-26,467.02 -26,453.00
6.
7.
Other operating costs Income from investments of which from affiliated companies
8.
Earnings from other securities and loans of fixed assets of which from affiliated companies
9.
Other interests and similar earnings of which from affiliated companies
10.
Amortization of financial assets and securities held as current assets
11.
Interests and similar expenditure of which to affiliated companies
12.
13.
Earnings from profit-and-loss transfer agreement Taxes on income and profit
14.
Result aſter taxes
15.
16.
17.
18.
Other taxes Annual surplus Profit/Loss carried forward Balance sheet profit
-1,308,792.13
-1,692,065.78
1,500,662.27 2,294,285.32
463,337.27 1,256,960.40
26,401.92 0.00 103,474.16 0.00
56,172.92 0.00 95,459.44 0.00
-2,031.00 -2,811,176.21
-15,330.25
0.00
500,392.17
-48,705.02
351,161.94
-9,177.81
341,984.13
-17,087,00
0.00
383,561.70
-136,490.77
-1,507,077.91
-824.00
-1,507,901.91
3,767,058.93 5,274,960.84
4,109,043.06 3,767,058.93
BALANCE SHEET AS AT DECEMBER 31, 2020 ASSETS
12/31/2020
A.
in Euro 12/31/2019
Fixed assetsI.
Intangible assets
Concessions, industrial property rights acquired for a consid-eration, and similar rights and values as well as licenses to such rights and values
II.
Property, plant and equipment
1. Land, land rights and buildings
2. Other equipment, furniture, fixtures and fittings
14,907.00 7,713.00
7,946.00 11,235.00
60,414.00 55,112.00
III.
Financial assets
1. Shares in affiliated companies 2,899,221.10 2,899,221.10
2. Investments 26,432,548.73 21,709,687.22
3. Loans to companies in which we participate 1,615,432.41 1,438,844.38
4. Securities held for investment 19,202,429.70 19,324,013.70
B.
Current assets
I.
Trade receivables and other assets
1. Trade receivables
2. Receivables from affiliated companies
3. Receivables from companies in which we participate 76,922.94 1,360,229.95
4. Other assetsII.
Securities Other securitiesIII.
Cash, Bank balances 6,147,442.72 6,752,732.82
C.
Accruals and prepayments
50,149,631.94 45,371,766.40
50,232,898.94 45,445,826.40
10,872.14
3,615.88
1,761,981.39 2,840,719.46
573,759.00 788,785.16
2,423,535.47
86,122.00
4,993,350.45
79,303.00
8,657,100.19 11,825,386.27
30,323.13 58,920,322.26
25,683.11 57,296,895.78
BALANCE SHEET AS AT DECEMBER 31, 2020 LIABILITIES
12/31/2020
A. EquityI. II. III.
Subscribed capital 5,323,170.00 5,323,170.00
Capital reserve 47,131,010.89 47,131,010.89
Retained earnings/loss 4,109,043.06 3,767,058.93
B. Provisions
1. 2.
Tax provisions
Other provisions 1,417,733.55 671,886.00
C. Liabilities
1.
Trade payables
56,563,223.95 56,221,239.82
in Euro 12/31/2019
1,520.00 214,400.00
1,419,253.55 886,286.00
42,794.41 43,258.18
2.
Other liabilities 895,050.35 146,111.78 937,844.76 189,369.96
58,920,322.26
57,296,895.78
NOTES TO THE ACCOUNTS FOR FINANCIAL YEAR
JANUARY 1 TO DECEMBER 31, 2020
General
e annual financial statements of FinLab AG, Frankfurt am Main, as at December 31, 2020 have been prepared in accordance with Sections 242 et seqq. and Sections 264 et seqq. of the German Commercial Code (HGB) and the relevant provisions of the German Stock Corporation Act (AktG).
FinLab AG is registered in the commercial register of the local court of Frankfurt am Main under number HRB 58865. It is a small stock corporation as defined in Section 267 German Commercial Code (HGB).
e income statement was prepared using the total cost method. e company made use of the simplification rule under Section 286 Para. 4 HGB.
Accounting and valuation principles
e balance sheet has been prepared in accordance with Section 268 (1) of the German Commercial Code (HGB), taking into account the full use of the annual result.
We have measured the assets and liabilities in accordance with the provisions of German commercial law, while observing generally accepted accounting principles.
Assets and liabilities denominated in foreign currencies are translated at the mean spot exchange rate on the ba-lance sheet date in accordance with Section 256a HGB.
Fixed assets
Depreciable fixed assets are recognized at acquisition or production cost less scheduled depreciation. Acquisition costs include ancillary acquisition costs. Scheduled depreciation is based on the normal operational useful life.
Movable items of fixed assets up to a value of €800.00 were fully written off in the year of acquisition.
Financial assets are measured using acquisition costs or the lower fair value.
Current assets
Receivables and other assets, and bank balances are recognized at nominal value. If necessary, individual impair-ments have been made. Other securities are measured at acquisition cost or the lower fair value.
Provisions
Provisions include all uncertain liabilities. ey have been recognized at the settlement amount according to reasonable commercial judgment.
Liabilities
Liabilities are shown at their payment value.
Notes to the balance sheet
Fixed assets
e breakdown and development of the fixed assets shown in the balance sheet are shown in the assets schedule, which is attached as an annex.
Trade receivables and other assets
All trade receivables and other assets have a remaining term of up to one year.
Equity capital
e subscribed capital amounts to EUR 5,323,170.00 and is fully paid up. It is divided into 5,323,170 registered ordinary shares. e shares are no-par value shares with a notional value of EUR 1.00 each.
Based on the conditional capital (2014/II) resolved by the Annual General Meeting on 10 December 2014, 28,500 subscription shares were issued in 2020. e Supervisory Board therefore resolved on 15 December 2020 to in-crease the Company's share capital by EUR 28,500.00 from EUR 5,323,170.00 to EUR 5,351,670.00 by issuing 84,500 new registered no-par value shares against cash contributions. e capital increase was entered in the commercial register on January 14, 2021, and thus aſter the cut-off date for the 2020 financial statements.
e Annual General Meeting on June 15, 2018 resolved to increase the subscribed capital by June 14, 2023, with the consent of the Supervisory Board, by issuing new shares against cash or property, plant and equipment on one or more occasions up to a value of €2,494,335.00 (Authorized Capital 2018), whereby the subscription rights of shareholders can be excluded. e corresponding amendment to Section 5 (2) of the Articles of Association was entered in the Commercial Register on July 16, 2018.
e Annual General Meeting on December 10, 2014 resolved to increase the subscribed capital by November 30, 2019, with the consent of the Supervisory Board, by issuing new shares against cash or property, plant and equipment on one or more occasions up to a value of €2,269,335.00 (Authorized Capital 2014/I), whereby the sub-scription rights of shareholders can be excluded. e corresponding amendment to Section 5 (2) of the Articles of Association was recorded in the Commercial Register on December 30, 2014. Aſter partial use, the authorized capital 2014 amounts to €1,569,335.00.
e subscribed capital of the Company was contingently increased by €1,815,000.00 by the Annual General Mee-ting of December 10, 2014 (Contingent Capital 2014/I).
e subscribed capital of the Company was contingently increased by up to €453,867.00 by resolution of the Annual General Meeting of December 10, 2014 (Contingent Capital 2014/II). e conditional capital 2014/II still amounts to EUR 340,867.00 aſter the issue of subscription shares. e subscription shares were issued as of the reporting date, entry in the commercial register took place on January 14, 2021.
With regard to the conditional capital increases, the Company has made use of the authorization to issue option and/or convertible bonds, profit participation bonds and/or profit participation rights with option and/or conver-sion rights or obligations in parts.
Provisions
Other provisions mainly include provisions for bonuses, outstanding invoices, year-end costs and ancillary rental costs.
Liabilities
All liabilities have a remaining term of up to one year.
Other liabilities mainly include liabilities from the sub-participation of IBB Capital GmbH, Berlin, in Kapilendo AG in the amount of EUR 640 thousand (previous year: EUR 0 thousand) and the cash contributions paid in by employees for the new 28,500 shares as part of the 2020 stock option program in the amount of EUR 137 thous-and (previous year: EUR 0 thousand). e reclassification to subscribed capital or capital reserves will take place aſter the reporting date, analogous to the entry in the commercial register on January 14, 2021. In addition, the item includes liabilities from an office rental agreement in the amount of EUR 78 k (prior year: EUR 117 k) and liabilities from taxes in the amount of EUR 24 k (prior year: EUR 29 k).
Notes to the Income Statement
Other operating income includes, among other things, income from the write-up of a receivable in the amount of €230 thousand, gains from the sale of non-current and current securities in the amount of €57 thousand (pre-vious year: € €169 thousand) and write-ups on non-current and current securities in the amount of €7 thousand (previous year: €36 thousand).
Write-downs of financial assets and securities held as current assets exclusively include unscheduled write-downs on securities held as current assets of €2 thousand (previous year: €2.811 thousand).
Other information
AVERAGE NUMBER OF EMPLOYEES
During fiscal year 2020, 9 (previous year: 13) employees were employed on average.
CONTINGENT LIABILITIES
At the balance sheet date, no contingent liabilities existed.
OTHER FINANCIAL COMMITMENTS
A rental agreement concluded in April 2017 with a term until December 2022 resulted in rental obligations tota-ling €684 thousand as at the reporting date. A bank guarantee of €56 thousand was provided as security for the lease. In addition, there are other financial obligations of €41 thousand.
e remaining payment obligations for agreed shareholdings not yet called in for shares in FinLab EOS VC Euro-pe I amount to €2.650 thousand (prior year: €3.695 thousand) as at the accounting date.
LIST OF EQUITY HOLDINGS
FinLab AG has made use of the simplification rule of Section 293 (1) of the German Commercial Code (HGB) and waived the preparation of consolidated financial statements.
FinLab AG directly holds a stake of 20% or more, within the meaning of Section 285 No. 11 of the German Com-mercial Code (HGB), in the following companies:
in thousandin thousand
EUR
EUREquity Annual earningsInvestment
HeadquartersPercentage holding
12/31/2020 2020
Heliad Management GmbH
Frankfurt am Main
100%
925 454
Patriarch MultiManager GmbH 1)Frankfurt am Main
100%
367 0
VCH Investment Group AG
Frankfurt am Main
100%
936 135
FinLab Asset Management GmbHFrankfurt am Main
100%
2 -12
Heliad Equity Partners GmbH & Co. KGaA
Frankfurt am Main
45.5%
50.150 15.962
nextmarkets GmbH 2)
Köln
31.42%
-2.016 -2.830
AUTHADA GmbH 2)
Darmstadt
25.62%
442 -2.238
Vaultoro Limited 2)
London
23.25%
100 -434
FastBill GmbH 2)
Frankfurt am Main
20.87%
75 -572
Iconic Holding GmbH 3)
Frankfurt am Main
22.35%
-668 -892
CASHLINK Technologies GmbH 2)Frankfurt am Main
20.00%
1.373 -751
1) Since 1/1/2016 profit and loss transfer agreement with FinLab AG, therefore the annual result is €0 thousand.
2) Equity and the year-end result relate to 2019
3) Equity and the year-end result relate to 2018
DISCLOSURES ABOUT THE EXISTENCE OF A PARTICIPATING INTEREST IN THE COMPANY
Mr. Bernd Förtsch, Kulmbach, notified us on January 7, 2021 pursuant to Section 20 (5) AktG that a majority shareholding in our Company belongs to him, as the shares held in our company by BFF Holding GmbH and by GfBk Gesellschaſt für Börsenkommunikation GmbH are attributable to him via BFF Holding GmbH pursuant to Section 16 (4) AktG.
Mr. Christian Angermayer, London, United Kingdom, notified us on January 7, 2021 in accordance with Section 20 (5) AktG that he no longer holds any shares in our Company pursuant to Section 20 (1.3) AktG.
APPLICATION OF PROFITS
e annual surplus, amounting of EUR 341,984.13 is carried forward to the new accounting year.
Executive Board
• Juan Rodriguez, Member of the Executive Board, Bad Vilbel
• Stefan Schütze, Member of the Executive Board, Frankfurt am Main
Supervisory Board
• Axel-Günter Benkner, independent management consultant, Nidderau, Chairman
• Dr. Friedrich Schmitz, Businessman, Munich, Deputy Chairman
• Stefan Müller, Plenipotentiary of Börsenmedien Börsenmedien Aktiengesellschaſt, Küps
POST-BALANCE-SHEET EVENTS
ere were no significant events aſter the balance sheet date.
CONCLUSION OF THE DEPENDENCY REPORT
e dependent company report prepared as per sect. 312 of AktG provides information on the relationship with affiliated companies. e closing statement pertaining to the dependent company report is provided below:
"We declare that the company has received an adequate consideration in every legal transaction listed in the report pertaining to the relationship with affiliated companies, which were realized in the period bet-ween January 1 and December 31, 2020, in accordance with the circumstances which were known at the time in which these legal transactions were realized or measures implemented, and therefore, the company has not been affected by the measures being implemented or refrained from."
Frankfurt/Main, on February 28, 2021
e Executive Board
Stefan Schütze Juan Rodriguez
FinLab AG Jahresfinanzbericht 31. Dezember 2020
STATEMENT OF CHANGES IN FIXED ASSETS
FROM JANUARY 1 TO DECEMBER 31, 2020
Intangible assets
142,026.86 11,100.00
Property, plant and equipment
1. Installations in rented buildings
2. Plant and office equipmentFinancial assets
1. Shares in affiliated companies
01/01/2020
45,757.68 345,816.52 391,574.20
2,899,221.10
2. Investments
3. Loans to companies in which we participate
1,438,844.38 176,588.03
4. Securities held as investmentsTotal Fixed AssetsAcquisition costsAcquisitions
0.00
24,574.02 24,574.02
0.00
24,520,863.43 4,806,612.32
22,917,395.81 51,776,324.72 52,309,925.78
0.00
4,983,200.35
5,018,874.37
Disposals 0.00
0,00 0.00 0.00
0.00
-2,894,927.02
0.00
-526,109.85 -3,421,036.87
-3,421,036.87
12/31/2020 153,126.86
45,757.68 370,390.54 416,148.22
2,899,221.10
01/01/2020
134,313.86 3,906.00
34,522.68 3,289.00
290,704.52 19,272.02
325,227.20 22,561.02
0.00
26,432,548.73 2,811,176.21
1,615,432.41 22,391,285.96 53,338,488.20 53,907,763.28
0.00 3,593,382.11 6,404,558.32 6,864,099.38
Accumulated depreciationAcquisitions
Disposals 0.00
0.00 0.00
0.00
0.00
2,031.00
-2,813,207.21
0.00 0.00
0.00
2,031.00 28,498.02
-404,525.85 -3,217,733.06 -3,217,733.06
12/31/2020 138,219.86
37,811.68 309,976.54 347,788.22
0.00 0.00 0.00
3,188,856.26 3,188,856.26 3,674,864.34
Balance value
12/31/2020
in Euro
12/31/2019
14,907.00 7,713.00
7,946.00 11,235.00
60,414.00 55,112.00
68,360.00 66,347.00
2,899,221.10 2,899,221.10
26,432,548.73 21,709,687.22
1,615,432.41 1,438,844.38
19,202,429.70 19,324,013.70
50,149,631.94 45,371,766.40
50,232,898.94 45,445,826.40
INDEPENDENT AUDITOR'S REPORT
To the FinLab AG, Frankfurt am Main
Audit Opinion
We have audited the annual financial statements of FinLab AG, Frankfurt am Main, which comprise the ba-lance sheet as at December 31, 2020, and the statement of profit and loss for the financial year from January 1 to December 31, 2020, and notes to the financial statements, including the presentation of the recognition and measurement policies.
In our opinion, on the basis of the knowledge obtained in the audit, the accompanying annual financial statements comply, in all material respects, with the requirements of German commercial law applicable to business corpora-tions and give a true and fair view of the assets, liabilities and financial position of the Company as at December 31, 2020 and of its financial performance for the financial year from January 1 to December 31, 2020 in compli-ance with German Legally Required Accounting Principles.
Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements.
Basis for the Audit Opinion
We conducted our audit of the annual financial statements in accordance with § 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirt-schaſtsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Annual Financial State-ments" section of our auditor's report. We are independent of the Company in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the annual financial statements.
Responsibilities of the Executive Directors and the Supervisory Board for the Annual Financial Statements
e executive directors are responsible for the preparation of the annual financial statements that comply, in all material respects, with the requirements of German commercial law applicable to business corporations, and that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German Legally Required Accounting Principles. In addition, the executive directors are responsible for such internal control as they, in accordance with German Legally Re-quired Accounting Principles, have determined necessary to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the annual financial statements, the executive directors are responsible for assessing the Company's ability to continue as a going concern. ey also have the responsibility for disclosing, as applicable, matters rela-ted to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting, provided no actual or legal circumstances conflict therewith.
e supervisory board is responsible for overseeing the Company's financial reporting process for the preparation of the annual financial statements.
Auditor's Responsibilities for the Audit of the Annual Financial Statements
Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free from material misstatement, whether due to fraud or error, as well as to issue an auditor's report that includes our audit opinion on the annual financial statements.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaſtsprüfer (IDW) will always detect a material misstatement. Misstate-ments can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial statements.
We exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the annual financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi-cient and appropriate to provide a basis for our audit opinion. e risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentio-nal omissions, misrepresentations, or the override of internal controls.
• Obtain an understanding of internal control relevant to the audit of the annual financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems of the Company.
• Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
• Conclude on the appropriateness of the executive directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events 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 the auditor's report to the related disclosures in the annual financial statements or, if such disclosures are inadequate, to modify our respective audit opinion. Our conclu-sions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern.
• Evaluate the overall presentation, structure and content of the annual financial statements, including the disclo-sures, and whether the annual financial statements present the underlying transactions and events in a manner that the annual financial statements give a true and fair view of the assets, liabilities, financial position and finan-cial performance of the Company in compliance with German Legally Required Accounting Principles.
We communicate with those charged with governance 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.
Grünwald, March 15, 2021
i Treuhand GmbH
Wirtschaſtsprüfungsgesellschaſt
Steffen Urban
Wirtschaſtsprüfer
[German Public Auditor]
CONTACT
FinLab AG Grüneburgweg 18
60322 Frankfurt am Maininvestor-relations@finlab.deTelefon +49 (0) 69 . 719 1280-0
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FinLab AG published this content on 22 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2021 21:16:03 UTC.