Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Breakdown of expenses by nature

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Breakdown of expenses by nature
 12 Months Ended
Dec. 31, 2023
Analysis of income and expense [abstract]  
Breakdown of expenses by nature Breakdown of expenses by nature
10.1. Depreciation, amortization and impairments
(in €‘000) 2023 2022 2021
Included in cost of sales:
Depreciation of property, plant and equipment 20,090  16,542  5,417 
Impairments of property, plant and equipment 510  701  354 
Reversal of impairments of property, plant and equipment (635) (679) (381)
Amortization of intangible assets 2,517  2,883  2,623 
Depreciation of right-of-use assets 2,474  886  141 
Included in selling and distribution expenses:
Depreciation of right-of-use assets 114  148  92 
Amortization of customer relationships 395  231  — 
Included in general and administrative expenses:
Depreciation of property, plant and equipment 257  185  206 
Depreciation of right-of-use assets 5,949  5,676  3,175 
Amortization of intangible assets 723  577  97 
Total 32,394  27,150  11,724 
10.2. Employee benefits expenses
(in €‘000) 2023 2022 2021
Included in selling and distribution expenses:
Wages and salaries 991  1,195  1,527 
Social security costs 150  127  178 
Pension costs 90  139  144 
Termination benefits —  194  11 
Other employee costs 5  (5) 34 
Contingent workers —  —  4 
Subtotal 1,236  1,650  1,898 
Included in general and administrative expenses:
Wages and salaries 17,157  14,968  9,951 
Social security costs 2,674  1,980  1,262 
Pension costs 1,664  1,553  1,025 
Termination benefits 265  222  42 
Share-based payment expenses 14,512  41,230  89,636 
Other employee costs 472  283  219 
Contingent workers 6,052  4,853  3,358 
Capitalized hours —  —  (468)
Subtotal 42,796  65,089  105,025 
Total 44,032  66,739  106,923 
Average number of employees
During 2023, 218 employees were employed on a full-time basis (2022: 163, 2021: 127). Of these employees, 94 were employed outside the Netherlands (2022: 59, 2021: 40).
Pension plans
The Netherlands
In the Netherlands, the Group voluntarily participates in the industry-wide pension fund for civil servants “ABP”. All Dutch employees are covered by this plan, which is financed by both employees and the employer. The pension benefits are related to the employee’s average salary and the total employment period covered by the plan. The Group has no further payment obligations once the contributions have been paid.
As the ABP pension plan contains actuarial risks, i.e. a recovery contribution is charged as part of the annual contribution, it does not qualify as a defined contribution plan under IAS 19 and thus qualifies as a defined benefit plan. Under IAS 19, the ABP pension plan qualifies as a multi-employer plan. The Group’s proportionate share in the total multi-employer plan is insignificant. The Group should account for its proportionate share of this multi-employer plan, which is executed by ABP. However, ABP is unwilling to provide the information to perform such an actuarial valuation to the Group. As such, the ABP plan is treated as a defined contribution pension plan for accounting purposes. The contributions are treated as an employee benefit expense in the consolidated statement of profit or loss when they are due. The expense recognized in relation to the ABP pension plan in 2023 was €1,142 thousand (2022: €1,290 thousand, 2021: €1,034 thousand). The contributions to the ABP pension plan for the year ending December 31, 2024 are expected to be in line with the contributions paid for the year ended December 31, 2023.
The pension plan of the Group in the Netherlands is administered by Stichting Pensioenfonds ABP (“the fund”). The most important characteristics of this pension plan are:
•The plan provides a retirement and survivor’s pension.
•The pension plan is an average pay plan.
•The retirement age depends on the AOW retirement age.
•The board of the fund sets an annual contribution for the retirement pension, partner’s pension and orphan’s pension which is based on the actual funding ratio of the fund.
•If the fund holds sufficient assets, the board of the fund can increase the accrued benefits of (former) employees and retirees in line with the consumer price index for all households. This indexation is therefore conditional. There is no right to indexation and it is not certain for the longer term whether and to what extent indexations will be granted. The board of the fund decides annually to what extent pension benefits and pension benefits are adjusted.
•The board of the fund can decide to reduce the accrued benefits of (former) employees and retirees in case the funding level is below the legally required level.
The main features of the implementation agreement are:
•Participation in the ABP pension fund is mandatory for the employees of the Group.
•The Group is only obliged to pay the fixed contributions. The Group, under no circumstances, has an obligation to make an additional payment and does not have the right to a refund. Therefore, the Group has not recorded a pension liability.
The funding ratio of the fund as at December 31, 2023 was 110.5% (December 31, 2022: 110.9%, December 31, 2021: 110.2%). The policy funding ratio as at December 31, 2023 was 113.9% (December 31, 2022: 118.6%, December 31, 2021: 102.8%), which is above the required minimum of 104.0% as prescribed by De Nederlandsche Bank (DNB).
Belgium
The Group operates a defined benefit pension plan in Belgium. Statutory minimum interest rates apply to the contributions paid by employees. If in any year the pension contribution is insufficient to cover the minimum yield and if the means in the premium reserve / depot are not sufficient to finance the deficit, the employer should finance the deficit by paying an additional contribution into the depot. Therefore, the plan qualifies as a defined benefit plan under IAS 19 due to the employer’s obligation to finance the plan’s minimum guaranteed returns. These should be quantified and recognized as a liability in the Group’s consolidated statement of financial position. However, given the limited number of participants, limited annual contributions of €1 thousand in 2023 (2022: € nil , 2021: €10 thousand) and as the plan started as of 2016, the current underfunding and the resulting pension liability under IAS 19 is expected to be limited. The Group estimates that the resulting pension liability is immaterial to the consolidated financial statements and therefore the Group has not recorded a pension liability for this plan in the consolidated statement of financial position. The contributions to the defined contribution pension plan in Belgium for the year ending December 31, 2024 are expected to be in line with the contributions paid for the year ended December 31, 2023.
France:
Description of plans
A retirement indemnity plan (‘Indemnités de fin de carrière’) applies to the Group’s employees in France, which qualifies as another post-employment benefit under IAS 19. The retirement benefit depends on the number of service years within the industry and the Group. The benefit equals 1/4th of the average monthly salary for the first ten years of seniority and 1/3rd of the average monthly salary for the service years thereafter. Contributions for the retirement indemnity plan are obligations from past events with a probable outflow for which reliable estimates can be made. The Group should therefore record a provision for these obligations on its consolidated statement of financial position. The plans are not funded, as there is no mandatory minimum funding requirement for this scheme. The Company does not have plan assets, therefore there is no allocation of plan assets disclosed.
The next table provides a summary of the changes in the defined benefit obligations in France.
(in €‘000) 2023 2022
Defined benefit pension provision - Opening 449  — 
Current service cost 69  30 
Interest cost 20  6 
Total amount recognized in the consolidated statement of profit or loss 89  36 
Remeasurement:
(Gain)/loss from change in financial assumptions 7  (19)
(Gain)/loss from change in demographic assumptions 8  — 
   Experience (gain)/loss (7) 46 
Total amount recognized in the consolidated statement of other comprehensive income 8  27 
Acquisition —  386 
Benefit payments from plans (9) — 
Defined benefit provision - Closing 537  449 
Actuarial assumptions
The principal actuarial assumptions at the reporting dates are:
(in %) 2023 2022
Discount rate
3.1% - 3.2%
2.5% - 3.7%
Wage inflation 3.0  % 2.5  %
Turnover
5.3% - 20.1%
5.6% - 16.8%
The discount rate is based on yields on AA-rated high-quality bonds, with durations comparable to the duration of the pension plan’s liabilities. Based on the assumptions described in this note.
Sensitivity analysis
The calculation of the defined benefit obligation is sensitive to, amongst others, the discount rate, rate of inflation and changes in life expectancy. In 2023, the sensitivity analysis was as follows:
(In %) -0.5% +0.5%
Discount rate 5.5  % (5.0) %
Salary increases (5.0) % 5.4  %
Turnover rates 1.1  % (1.1) %
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet.
Other countries
The Group solely operates defined contribution plans in Germany, United Kingdom, Sweden, Norway and Denmark. The Group’s legal or constructive obligation for these plans is limited to the Group’s contributions. The expense recognized in relation to these defined contribution pension plans was €79 thousand in 2023 (2022: €67 thousand, 2021: €75 thousand). The contributions to these defined contribution pension plans for the year ending December 31, 2024 are expected to be in line with the contributions paid for the year ended December 31, 2023.
Other long-term employee benefits:
The Netherlands
Jubilee plan
The Group operates a jubilee plan for all active employees under the Dutch collective labor agreement (CLA) for energy networking companies (CAO NWb). The most recent actuarial valuations of the present value of the long-term employee benefits were carried out as at December 31, 2023. The valuation is carried out with a discount rate of 3.3% (December 31, 2022: 3.6%), an expected rate of salary increase of 2.5% (December 31, 2022: an increase of 2.5%) and a retirement age of 68 years (December 31, 2022: 68 years). The provision recorded in the Group’s consolidated statement of financial position amounts to €35 thousand as at December 31, 2023 (December 31, 2022: €26 thousand).
The amounts recorded in the consolidated statement of financial position and the movements in the jubilee provision over all reporting periods presented, are as follows:
(in €‘000) 2023 2022
Jubilee provision – Opening 26  73 
Current service cost 5  11 
Interest cost 1  — 
Remeasurements 3  (58)
Total amount recognized in the consolidated statement of profit or loss 9  (47)
Benefit payments —  — 
Jubilee provision – Closing 35  26 
Senior leave plan
Additionally, the Group operates a senior leave plan for its employees in the Netherlands. As the amount of benefits (i.e. additional leave) provided under the plan is limited, the Group does not contract any additional hours to replace the respective employees. In addition, only a limited number of employees is entitled to seniority leave as of December 31, 2023. The Group estimates that the resulting liability is immaterial to the consolidated financial statements and therefore the Group has not recorded a pension liability for this plan in the consolidated statement of financial position.