Notes to the consolidated financial statements

General information about Alcyone

General

Reporting entity

Alcyone is a listed investment company focused on participation in companies that each focus on the deployment of professionals for the purpose of advising and supporting companies and organizations in specific sectors.

Alcyone is a public limited company incorporated under Netherlands law. Alcyone's head office is located at Plejadenplein 102, 1033 VL Amsterdam, trading under Chamber of Commerce number 01012019. Alcyone is listed on Euronext Amsterdam under the ticker "ALCY". The address of the company's registered office is Amsterdam.

The consolidated financial statements include the company itself and its subsidiaries (hereinafter referred to as "the Group").

The activities of subsidiary Taygeta concern the provision of advisory services at the interface of Business & IT, with a strong focus on professional service providers in the financial sector, such as banks, insurers, pension funds and asset managers. Taygeta's consultants translate current themes in the field of Business & IT into the business operations of its clients.

The activities of subsidiary Sterope concern the provision of advisory activities (mediation) between independent healthcare professionals and healthcare organisations on the portal mijnSterope®, which has been developed for this purpose. In this way, Sterope plays a crucial role in filling in the flexible layer for staffing in the Dutch healthcare sector.

Composition of the Alcyone Group

In addition to Alcyone NV as at the balance sheet date, the composition of the Group consists of the following companies:

  • Taygeta Holding BV (100%)

    • Taygeta BV (100%)

  • Sterope Holding BV (80%)

    • Electra BV (80%)

    • Sterope Care BV (80%)

    • Celaeno (80%)

    • Procyon (80%)

    • Sterope Broadcast BV (80%)

    • Sterope Flex BV (80%)

    • Sterope Talents BV (80%)

    • Sterope Secondment BV (80%)

    • Sheliak BV (80%)

    • Zaniah BV (80%)

In addition to the above-mentioned group companies, the Group also has interests in the following associates through Sterope Holding BV. From Sterope Holding BV, these are joint ventures.

  • Maia Holding BV (40%)

  • Maia Healthcare security BV (40%)

  • Maia BV (40%)

Alcyone NV has issued a BW2:403 statement for both Taygeta Holding BV and Taygeta BV.

Accounting policies used in the preparation of the annual accounts

These financial statements relate to the financial year 2023, which ended on 31 December 2023.

Continuity

The financial statements have been prepared on the basis of the going concern assumption.

Presentation changes

With the exception of the amendments mentioned under new standards and interpretations, the Group has consistently applied accounting policies for all periods included in these consolidated financial statements.

Conformity

The consolidated financial statements have been prepared by the Board of Directors of the company in accordance with International Financial Reporting Standards, as accepted within the European Union (IFRS-EU) and with article 2:362 paragraph 9 of the Dutch Civil Code (BW). The consolidated financial statements were approved for publication by the Board of Directors on 26 April 2024. The financial statements are submitted to the shareholders for adoption at the Annual General Meeting of Shareholders.

Basis for valuation

The financial statements have been prepared on the basis of historical costs, unless otherwise indicated.

Presentation and Functional Currency

The financial statements are prepared in euros, Alcyone's functional and presentation currency. All amounts are shown in thousands of euros, unless otherwise stated.

Use of estimates and judgments

The preparation of financial statements in accordance with IFRS requires management to make judgments and estimates and assumptions that affect the application of accounting policies, the reported value of assets and liabilities and income and expenses. The estimates and related assumptions are based on past experience, as well as future expectations and various other factors that are considered reasonable given the circumstances.

The results form the basis for an opinion on the carrying amount of assets and liabilities that is not easily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are assessed on an ongoing basis. Revisions to estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of revision and future periods, if the revision affects both the reporting period and future periods.

For an explanation of the specific items in the financial statements for which opinions, estimates or assumptions apply, please refer to the notes to the consolidated financial statements "Use of estimates and judgments".

Determination of fair value

A number of accounting policies and disclosures require fair value determination for both financial and non-financial assets and liabilities. To manage this process, the Group has established a fixed framework of control measures. This includes, among other things, a valuation team responsible for overseeing all significant fair value provisions, including Level 3 fair values. The valuation team reports directly to the Executive Board.

The valuation team regularly reviews important unobservable inputs and value adjustments. If third-party information, such as broker quotes and pricing services, is used for fair value measurement, the team reviews and documents the evidence obtained to verify that these valuations and their classification in the fair value hierarchy levels meet the requirements of the Standards. Important valuation matters are reported to the Supervisory Board.

In determining the fair value of an asset or a liability, the Group uses as much market-observable data as possible. Fair values are classified according to different levels on the basis of a fair value hierarchy, depending on the inputs on the basis of which the valuation techniques have been applied. Three levels have been defined:

  • Level 1: quoted market prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: input that is not quoted market prices under level 1 and that is observable to the asset or liability, either directly (e.g. in the form of prices) or indirectly (e.g. derived from prices).

  • Level 3: Input to the asset or liability that is not based on observable market data (unobservable input).

If the inputs used to determine the fair value of an asset or liability fall within different levels of the fair value hierarchy, then the given fair value as a whole is classified at the same level of the fair value hierarchy as the lowest level input relevant to the whole measurement. The Group shall process any reclassification between the levels of the fair value hierarchy at the end of the reporting period in which the change occurred.

Important accounting policies

The accounting policies described below have been applied consistently by Alcyone's entities to all periods presented in these consolidated financial statements.

Principles of consolidation

The consolidated financial statements include the financial data of Alcyone NV and its subsidiaries. For the composition of the group, reference is made to the notes to the consolidated financial statements "Composition of Alcyone Group".

Business combinations

The Group processes business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control has been transferred to the Group. In order to determine whether a particular set of activities and assets is a business, the Group assesses whether the set of acquired assets and activities contains at least one means (input) and a substantial process, and whether the acquired set has the ability to generate production (output).

The Group has the choice to apply a 'concentration test' which allows for a simplified assessment of whether an acquired set of activities and assets is not a company. The optional concentration test is satisfied if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

The consideration transferred for the acquisition is generally measured at fair value, as are the net identifiable assets acquired. Any goodwill resulting from this is assessed annually for impairments. Any book profit from an advantageous purchase is immediately reflected in profit or loss. Transaction costs are recognised when they are incurred, except where they relate to the issuance of debt or equity instruments.

The transferred remuneration does not include an amount for the settlement of existing relationships. Such an amount is generally reflected in profit or loss. The fair value of any contingent consideration is recognised at the acquisition date. If an obligation to pay a contingent consideration meets the definition of a financial instrument classified as own funds, no subsequent revaluation takes place and the settlement is recognised in equity. If this is not the case, the contingent consideration is remeasured at fair value and changes in fair value are recognised in profit or loss after initial recognition.

If remuneration in the form of share-based payments (replacement remuneration) is to be exchanged for remuneration held by employees of the acquired party (remuneration of the acquired party) and if it relates to services provided in the past, then all or part of the value of the replacement remuneration is included in the consideration to be transferred under the business combination. The calculation shall be made on the basis of the market value of the replacement remuneration compared to the market value of the remuneration of the acquired party and the extent to which the replacement remuneration relates to services provided prior to the business combination.

Subsidiaries

Subsidiaries are those entities controlled by the Group. The Group controls an entity if, by virtue of its involvement in the entity, it is exposed to, or entitled to, variable returns and has the ability to influence those returns through its control of the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control first ceases until the date on which control ceases.

Minority interests

Non-controlling interests (third-party interests) are initially measured at the proportionate share of the acquired party's net identifiable assets at the acquisition date. Changes in the Group's interest in a subsidiary that do not result in the loss of controlling control are accounted for as equity transactions.

Loss of control

If the Group loses control of a subsidiary, the assets and liabilities and any related non-controlling interests and other equity components are no longer recognised in the balance sheet. Any book profit or loss achieved is recognised in profit or loss. If the Group retains an interest in the former subsidiary, it will be measured at fair value from the time of the loss of control.

Interests in entities accounted for using the equity method

The Group's interests in entities accounted for using the equity method consist of interests in associates and a joint venture.

Associates are those entities in which the Group has significant influence on financial and operational policy, but over which it has no control. A joint venture is an agreement over which the Group exercises joint control, whereby the Group has rights in respect of the net assets of the agreement rather than rights in respect of its assets and liabilities in respect of its debts.

Associates and joint ventures jointly controlled are accounted for using the equity method and are initially recognised at cost. The cost of the participation includes transaction costs. After initial recognition, the consolidated financial statements include the Group's share of profit or loss and comprehensive income of the associates accounted for using the equity method up to the date on which significant influence or joint control was last exercised.

Elimination of transactions on consolidation

Intercompany balances and transactions, as well as any unrealised gains and losses (excluding results on foreign currency transactions) from intra-group transactions are eliminated. Unrealised gains arising from transactions with associates accounted for using the equity method are eliminated in proportion to the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no indication of impairment.

Elimination of intercompany transactions

In the preparation of the consolidated financial statements, the following are eliminated:

Intra-group balances and transactions;

  • Any unrealised gains and losses on intra-Group transactions; or

  • Income and expenses arising from such transactions.

Accountability of business combinations

Business combinations are accounted for on the date on which controlling control is transferred to Alcyone. Control occurs when the Group has the ability to determine an entity's financial and operational policies in order to derive benefits from the entity's activities. In assessing controlling control, the Group takes into account potential voting rights that are exercisable at that time. If the initial acquisition price at the time of the reporting date depends on future events, this price is uncertain. In this case, the Group reports an estimated contingent consideration as a liability on the balance sheet in respect of the acquisition price. The measurement of this liability at fair value is based on an assessment of the facts and circumstances at the acquisition date. If, within a period of one year after the acquisition date, facts and circumstances arise that provide further information about the situation on the acquisition date and would have resulted in a different conditional payment, the conditional consideration will be adjusted on the basis of these new facts and circumstances.

Financial instruments

Financial assets and liabilities will be included in Alcyone's financial position if it becomes a party to the contractual provisions of the instrument.

Financial assets and liabilities, other than fair value through profit or loss, are initially measured at fair value plus/minus transaction costs. Trade receivables that do not have a significant financing component are valued at their transaction price on initial recognition. In principle, a transaction price will also be the fair value on the transaction date, but this does not have to be the same.

Financial assets

The financial fixed assets consist of participating interests accounted for according to the equity method and of loans and receivables. The loans and receivables consist of trade receivables, trade receivables and cash and cash equivalents. Loans and receivables are financial instruments with fixed or determinable payments that are not quoted on an active market. The subsequent valuation of these financial assets is at amortised cost if two criteria are met:

  • The business model is focused on holding the assets to realize the contractual cash flows;

  • The contractual provisions of the instrument provide for cash flows on specific dates and the cash flows relate only to the principal amount and the interest on the remaining principal.

After initial recognition, loans and receivables are measured at amortised cost using the effective interest method less any impairments.

If the contractual rights to the cash flows from the asset expire, or if Alcyone transfers the contractual rights to receive the cash flows from the financial asset through a transaction that includes substantially all of the risks and rewards associated with the ownership of this asset, Alcyone will no longer take a financial asset in its financial position.

If Alcyone retains or creates an interest in the transferred financial assets, this interest will be recognised separately as an asset or liability.

Provision for expected credit losses

Alcyone records a provision for expected credit losses on financial assets measured at amortised cost. Alcyone determines these on the basis of the individual assessment of the items in question where there is no significant financing element. The amount of expected credit losses is updated at each balance sheet date to reflect changes in credit risk since the initial recognition of the relevant financial asset.

Provisions are deducted from the gross carrying amount of financial assets measured at amortised cost. The addition to the provision for expected credit losses is charged directly to the profit and loss account.

Alcyone recognises an expected credit loss for the entire remaining maturity of the trade receivables and the amounts still to be invoiced. The expected credit loss on trade receivables and the amounts still to be invoiced is primarily determined on the basis of a provisioning matrix. This is based on historical credit losses on trade receivables and the amounts still to be invoiced. The provision additionally takes into account information that is available with reasonable cost and effort about economic developments and future expectations with regard to individual positions. Trade debtors who are in bankruptcy or have applied for a moratorium are fully covered.

For other financial assets, a credit loss equal to the expected loss in the first twelve months of the life of the financial asset is recognised. The expected loss includes the present value of all financial shortcomings over the life of a financial asset multiplied by the probability that a financial shortfall will occur in the first twelve months of the life of the financial asset. If it later turns out that the credit risk has increased significantly, the loss is increased by the expected losses based on the entire remaining maturity.

At least twice a year, Alcyone determines whether the credit risk has increased significantly. To determine the expected credit loss, Alcyone uses information that is available with reasonable cost and effort. This includes quantitative and qualitative information as well as historical and forward-looking information. A significant increase in credit risk is assumed if the term for payment of principal or interest is exceeded by more than 90 days.

Objective evidence of expected losses based on the entire remaining maturity of a financial asset occurs when one or more events adversely affect its estimated future cash flows. This includes:

  • Failure to meet payment obligations by or overdue payments with a debtor;

  • Restructuring an amount due to Alcyone on terms that Alcyone would not otherwise have considered;

  • Indications that a debtor is going bankrupt;

  • Adverse changes in the payment status of accounts receivable;

  • Observable data indicating a measurable decrease in the expected cash flows of a group of financial assets.

Financial liabilities

The subsequent measurement of a financial liability is at amortised cost or at fair value through profit or loss. A financial liability is measured at fair value through profit or loss when this basis is initially used. All other financial liabilities are measured at amortised cost using the effective interest method.

The financial liabilities relate exclusively to other financial liabilities. Other financial liabilities consist of trade accounts payable and purchase invoices to be receivable. For all financial liabilities, the first withdrawal is made on the transaction date. Such liabilities are initially recognised at fair value plus any directly attributable transaction costs. After initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. This method is based on the expected flow of cash expenditures. This takes into account the probability of early repayment of the underlying financial instrument and the direct costs and revenues. These are, for example, the transaction costs charged, brokerage commissions and (dis)share premium.

Alcyone no longer recognises a financial obligation in its financial position if the underlying performance has been met, cancelled or expired.

Netting

Financial assets and financial liabilities are netted and the net amount is presented in the balance sheet when, and only when, the Group has a legally enforceable right to settle the amounts simultaneously and it also intends to settle them either on a net basis or to realise the asset and settle the liability simultaneously.

Hedge accounting

Alcyone does not apply hedge accounting.

Net sales

The turnover consists of consultancy activities and matching activities (mediation). The net revenue from the consultancy and matching activities consists of consideration received and to be received from third parties for the financial year in respect of the fair value of the services provided, excluding the taxes levied on them. This concerns the hours worked at the agreed rates or fixed fees agreed with the client during the reporting year. In the case of revenue from consultancy activities, the Group acts as principal and the revenue is reported on a gross basis. In the case of revenue from matching activities, the Group acts as an agent and only ensures that another party (independent healthcare professional) provides a service to a customer. Revenue from matching activities is reported on a net basis.

The net turnover from services or fixed fees is recognised in the statement of results in proportion to the services provided on the balance sheet date. If, under a single contract, services are provided in different reporting periods, the remuneration is allocated on a time-proportional basis on the basis of the service provided during the different periods. With regard to the services provided for fixed fees, these activities are carried out on an effort basis, and no guarantees were given in respect of these activities during the year under review.

Operational costs

Operating costs are presented based on the functional model. They are accounted for in the year to which they relate. Gross profit is the difference between net sales and direct costs for professionals, referred to as cost of revenue.

  • The cost of turnover mainly concerns the costs of hiring third parties, personnel costs, operational costs/service fee of the fleet and the amortisation of the Sterope portal;

  • Selling expenses are personnel and accommodation costs related to the operational activities, advertising and marketing costs and other selling expenses;

  • General administrative expenses are the personnel and accommodation costs related to the indirect activities, automation costs, consultancy costs and other general management costs.

Financial income and expenses

The financial expenses consist of interest charges and interest on provisions and interest-bearing debts. Financial income includes interest income. Interest expense and income are calculated using the effective interest method and are accounted for in time in the statement of comprehensive income.

Income tax

Income taxes relate to current and deferred income taxes. Taxes are recognised in the statement of comprehensive income. An exception to this is taxes that relate to items that are recognised directly in equity.

Acute income taxes

Income taxes are calculated on the basis of the tax provisions in force and at tax rates established on the balance sheet date. Exempt profit components are taken into account in the calculation of income taxes. In those cases, the associated taxes are also directly accounted for in equity.

Deferred income taxes

Deferred tax assets and liabilities are recognised for temporary differences in the value of assets and liabilities. This is done in accordance with the accounting principles and the tax regulations followed in the financial statements.

Deferred tax assets and liabilities are netted as:

  • there is a legally enforceable right to offset the resulting acute taxes that are to be claimed and paid;

  • deferred taxes relate to the same tax authority;

  • Deferred tax assets are measured to the extent that set-off against future taxable profits is considered probable. This also applies if they result from any loss carry-forward. Deferred tax assets and liabilities are measured at tax rates established at the balance sheet date. Whether they are measured at rates that have already been materially decided at the balance sheet date, for the years in which the carrying amount of the assets and liabilities is expected to be realised or settled. Deferred tax assets and liabilities are measured at nominal value.

  • No deferred tax liability is incurred for these temporary differences:

    • non-tax-deductible goodwill;

    • the initial recognition of assets or liabilities that do not affect commercial and taxable profits;

    • related to investments in subsidiaries, to the extent that they are unlikely to be resolved in the foreseeable future.

Property, plant and equipment

Property, plant and equipment are accounted for at historical cost less accumulated depreciation and accumulated impairment losses. Historical costs include expenses that are directly related to the acquisition of the assets in question.

Subsequent expenses for repairs and maintenance, for example, are only capitalized:

  • if the asset is likely to generate additional future economic benefits;

  • if the cost of the asset can be reliably determined.

All other expenses are charged directly to the statement of comprehensive income.

Depreciation of property, plant and equipment is charged on a straight-line basis to the statement of comprehensive income. This is done over the estimated useful life from the time the relevant assets are ready for use. The residual value and useful life of the assets are assessed annually at the balance sheet date and adjusted if necessary. Gains and losses arising from the disposal of property, plant and equipment are recognised in the statement of comprehensive income under general operating expenses.

Lease agreements

At the start of a contract, the Group assesses whether a contract is or contains a lease agreement. A contract is or contains a leasing agreement if, in return for remuneration, the contract grants the right to exercise control over the use of an identified asset for a certain period of time.

At the beginning or amendment of a contract containing a lease, the Group allocates the remuneration in the contract to each lease component on the basis of the relative stand-alone prices.

On the effective date of the lease agreement, the Group will assume a right of use and a lease obligation. The right of use is initially measured at cost, which includes the initial amount of the lease obligation adjusted for lease payments made on or before the effective date, plus initial direct costs incurred and an estimate of the cost of dismantling and disposing of the underlying asset or for reinstatement of the underlying asset or site on which it is located,  less any lease incentives received.

The right of use is then amortized using the straight-line method from the effective date to the end of the lease term, unless the lease transfer ownership of the underlying assets to the Group at the end of the lease term, or reflects the cost of the right of use that the Group will exercise an option to buy. In this case, the right of use is depreciated over the useful life of the underlying asset, which is determined on the same basis as that of property, plant and equipment. In addition, the right of use is periodically reduced by any impairments and adjusted for certain revaluations of the lease obligation.

The lease liability is initially measured at the present value of the lease payments not paid on the effective date, discounted on the basis of the implicit interest rate of the lease or the marginal interest rate of the Group, if that discount rate is not practicable. Generally, the Group uses its marginal interest rate as a discount rate.

The Group determines its marginal interest rate by obtaining interest rates from various external sources of financing and makes certain adjustments to reflect the terms of the lease agreement and the type of asset leased.

Lease payments included in the lease liability valuation include the following:

  • fixed payments, including essentially fixed payments;

  • variable lease payments that are index-dependent or price-based, initially measured on the basis of the index or price at the effective date;

  • amounts that are expected to be paid under a residual value guarantee; and

  • the strike price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if it is reasonably certain that the Group will exercise a renewal option, and early termination penalties of a lease unless it is reasonably certain that the Group will not terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is revalued when there is a change in future lease payments due to a change in an index or price, if there is a change in the Group's estimate of the amount expected to be paid under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, renewal or termination option,  or in the event of a revision of an essentially fixed lease payment.

When the lease obligation is revalued in this way, a corresponding change is made to the carrying amount of the right of use, or it is recognised in profit or loss if the carrying value of the right of use is reduced to zero.

The Group presents rights of use that do not meet the definition of investment property under "property, plant and equipment" and lease liabilities under "loans" in the balance sheet.

Short-term leases and leases of low-value assets

The Group has chosen not to include rights of use and lease liabilities for leases of low-value assets and short-term leases (leases with a maximum maturity of 12 months), including IT equipment. The Group recognises the lease payments related to these leases as an expense on a straight-line basis over the lease term.

Goodwill

Acquisitions are recognised using the purchase method of accounting. Goodwill arises from the acquisitions of group companies. Goodwill is determined on the basis of the difference between the purchase price of the acquisition and the net fair value of the identifiable assets and liabilities acquired, including contingent liabilities at the time of acquisition. Payments related to the acquisition are measured on the basis of cash and cash equivalents paid and payable at the transaction date and, if applicable, the fair value of the equity instruments (i.e. shares) used to finance the acquisition.

Contingent elements in the purchase price are measured at fair value at the time of acquisition and also recognised as debt, with deviations due to value differences being credited to or charged to the income statement.

Goodwill is measured at cost less accumulated impairments. Costs related to an acquisition are charged to the result at the time they occur.

Goodwill is allocated to cash-generating units. An impairment of goodwill is charged to the income statement, if applicable. An impairment loss in respect of goodwill will never be reversed. In the event of a sale of an entity, where there is a loss of decisive control, the carrying amount of the goodwill is recognised in the result.

Any negative goodwill arising from the acquisition of a participating interest is recognised directly in the income statement. Goodwill in the acquisition of associates is included in the investment in associates.

Other intangible assets

Other intangible assets have a finite useful life. This includes, for example, customer databases, brand names and order backlogs (in the event of a takeover).

They are recognised at cost less accumulated amortisation and impairment losses. If intangible assets are acquired in a business combination, the cost is equal to the fair value at the acquisition date. If there is no active market for an asset, then the cost is determined at the amount that the entity would have paid in a transaction between independent parties who are knowledgeable and willing to trade, based on the best available information. Amortisation on other intangible assets is recognised on a straight-line basis in the statement of comprehensive income, in accordance with the estimated useful life of the asset. The residual value and useful life of the other intangible assets are assessed annually at the balance sheet date and adjusted if necessary.

Impairments

The carrying amount of the Group's assets, excluding deferred tax assets, is assessed at each reporting time. This is done to determine whether there are indications of impairment. If such indications are present, the recoverable amount of the asset in question is determined. If it is not possible to determine the recoverable amount of this individual asset, it is determined from the cash-generating unit to which the asset belongs. For the impairment test, assets are grouped at the lowest level at which separate cash flows can be identified (cash-generating units). An impairment loss is recognised if the carrying amount of an asset is higher than its recoverable amount. The recoverable amount is the higher of the realisable value and the value in use. An impairment loss is charged directly to the statement of comprehensive income. An impairment charge on other assets is reversed if the indications used in determining the impairment have been improved. The impairment loss is reversed only to the extent that the carrying amount of the asset item does not exceed the carrying amount determined as if the impairment had not been recognised. This takes into account the original depreciation and possible residual value.

Trade receivables and other receivables

Trade receivables and other receivables are initially measured at fair value. This generally corresponds to the face value. Subsequent measurement is made at amortised cost, using the effective interest method less impairment. Impairment losses for trade receivables and other receivables are formed when it is probable that the Group will not be able to recover these receivables in full.

The provisions are determined on the basis of an individual assessment of the recoverability of the receivables. The amount of the provision is equal to the difference between the carrying amount of the receivable and the present value of the estimated future cash flows. Impairments are charged to the statement of comprehensive income.

Cash and cash equivalents

Cash and cash equivalents include current accounts with Rabobank, ABN-Amro Bank and ING Bank. Cash and cash equivalents are measured at fair value, usually equal to nominal value.

Equity

Common shares are classified as shareholders' equity. The dividend payment on ordinary shares is recognised as current debt in the period in which the dividend is approved by the shareholders. Is there a change as a result of the issuance of treasury shares? In that case, the amount received, less directly attributable expenses, is recognised as a change in equity under share capital. If applicable, the amount will also be included under share premium.

Accounts payable and other payables

Accounts payable and other payables are initially measured at fair value. They are then valued at amortised cost. Due to its short-term nature, the fair value generally corresponds to the nominal value.

Pensions and other employee benefits

All pension plans are "defined contribution plans" funded by contributions to institutions that are not affiliated with the Group. A defined contribution plan is post-employment benefits where the Group pays fixed contributions to a separate entity. Under this arrangement, the Group has no legal or de facto obligation to make further contributions. If these institutions do not have sufficient funds to make pension payments to all employees in respect of services provided by employees in current and previous periods, the Group has no legal or de facto obligation to make additional contributions. Defined benefit liabilities to pension plans are recognised as an employee benefit expense in the statement of comprehensive income. This is done during the period in which the employees perform the related services. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions due to a defined contribution plan that are payable more than twelve months after the end of the period in which the employees perform the related benefits are discounted to their present value.

Earnings per share

The Group presents basic and diluted earnings per share (EPS) for the ordinary shares. Net income per ordinary share is calculated on the basis of the gain or loss attributable to the shareholders of the Group divided by the weighted average number of ordinary shares outstanding during the reporting period. In the calculation of diluted earnings per share, the gain or loss attributable to Group shareholders and the weighted average number of ordinary shares outstanding during the reporting period are adjusted for all potential dilutive effects on the common stock. This applies, among other things, to stock options granted to employees and directors. An estimate is also made of the shares that are due on acquisitions by way of the subsequent payments.

Discontinued operations

A discontinued business is a component of the Group's business, whose activities and cash flows are clearly distinguishable from the rest of the Group, and which:

  • represents an individual significant business activity or geographic area of business;

  • is part of a single coordinated plan to divest an individual significant business or geographic area; or

  • is a subsidiary that has been acquired solely with the intention of being resold.

Discontinued business is classified as a divestiture or when the business meets the criteria for classification as held for sale, whichever is earlier.

When an activity is classified as discontinued, the comparative figures in the statement of profit or loss and comprehensive income are revised as if the business had ceased from the beginning of the comparative period.

Segmented information

An operating segment is a part of the Group that carries out business activities that may result in revenues and expenses, including in connection with transactions with other parts of the Group. All operating results of an operating segment are periodically reviewed by the Board of Directors. This is done in connection with the decision-making process on the allocation of resources to the segment and for the evaluation of performance. The assessment is based on the available financial information per operating segment. Results are reported to management by operating segment and include items that are directly or reasonably allocable to the segment. As of 2023, the operating activities have been aggregated into the Taygeta and Sterope reporting segments.

The turnover achieved in these segments comprises:

  • the proceeds of consultancy activities (Taygeta);

  • the proceeds of matching activities (Sterope).

New standards and interpretations

Except for the adjustments set forth below, the Group has consistently applied the accounting policies set forth for all periods included in these consolidated financial statements.

No new IFRS standards were adopted by the European Commission in 2023. The following changes to existing standards will apply from 2023:

  • Amendments to IAS 16 Property, Plant and Equipment – the amendments prohibit deducting from the cost of property, plant and equipment amounts received from the sale of items produced while the asset is being prepared for its intended use. Instead, such sales proceeds and related expenses will have to be recognised in profit or loss.

  • Amendments to IAS 37 Provisions, contingent liabilities and contingent assets – to clarify which costs should be included in the determination of the costs of performing a contract for the purpose of assessing whether the contract is loss-making.

  • Amendments to IFRS 3 Business Combinations – the amendments update a reference to the conceptual framework for financial reporting without changing the accounting requirements for business combinations.

  • Annual improvements IFRS 2019-2021:

    • IFRS 1 First application of International Financial Reporting Standards;

    • IFRS 9 Financial Instruments;

    • IFRS 16 Leases;

    • IAS 41 Agriculture.

None of these changes will have a direct material impact on the Group.

In addition, new standards and amendments to standards and interpretations will come into force in the coming years for financial years starting after 1 January 2024 and for which earlier application is permitted. This option has not been used by the Group.

The new IFRS 17 standard 'Insurance Contracts', which will apply from 1 January 2024, is not relevant to the Group and is therefore not further disclosed in these financial statements. The following changes to existing standards have been approved by the IASB, but will only be effective from 1 January 2024:

  • Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors – to clarify the difference between changes in accounting policies and changes in accounting estimates.

  • Amendments to IAS 12 Income Taxes – the amendments limit the scope of the deferred tax recognition exemption in respect of assets and liabilities arising from a single transaction where taxable and deductible differences are the same.

The following changes to existing standards have been approved by the IASB, but will only be effective from 1 January 2024:

  • Amendments to IAS 1 Presentation of the financial statements – a clarification of whether liabilities in the financial statements should be classified as current or non-current and further explanation of which accounting policies should be disclosed in the financial statements.

  • Amendments to IFRS 16 Leases – a clarification on how to deal with book profit and variable lease payments in a sale and leaseback transaction.

In addition, an amendment to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in associates has been approved, the effective date of which is not yet known.

The new or amended standards are not expected to have a material effect on Alcyone's ability and results upon future implementation.

Use of estimates and judgments

The board has made an estimate of a number of items in the financial statements. Although these are supported by analyses and calculations as far as possible, there is always some uncertainty. This uncertainty plays a greater role, particularly when testing impairments on goodwill and other intangible assets. Historically, there have been no material deviations at the end of estimated items from the previous financial year.

Goodwill and other intangible assets

Notes on Intangible assets and goodwill provide information on the valuation of goodwill and intangible assets and their impairment testing. Information is also provided on the valuation of the MySterope portal, its customer portfolio and other intangible assets, and its testing for impairments and inefficiencies.

Trade receivables and other receivables

The note Trade receivables and other receivables provides information on the valuation of trade receivables and their testing for bad debts. An estimate of potentially bad trading receivables is made based on the judgment of the account management and historical write-offs. In the end, the amount received may deviate from the estimate on the balance sheet date. The notes also include a sensitivity analysis for the expected credit risk. When the financial statements are drawn up, the valuation of the trade debtors is based on the management board's opinion.

Facilities

As a result of the nature of provisions in general, estimates and/or assumptions about the future are largely taken into account in determining provisions. The actual outcomes of these uncertain factors may differ materially from the estimates made. The differences between the actual outcomes and the provisions recognised may therefore affect the result for the relevant periods.

Settlement of claims and disputes

In the ordinary course of its business, the Group may be involved in disputes the outcome of which is uncertain at the balance sheet date. If applicable, an up-to-date assessment of possible obligations and additional costs that will arise from this will be made periodically and consistently in an up-to-date manner for ongoing disputes.

Consolidated statement of cash flows

The cash flow statement has been prepared using the indirect method. Cash for the cash flow statement includes the balance sheet items cash and cash equivalents and current interest-bearing debt, which are an integral part of the Group's cash management. Income taxes paid and received are included under 'Cash flow from operating activities'. Dividends paid are included under "Cash flow from financing activities". Cash obtained will be deducted from the acquisition price. The acquisition and disposal of subsidiaries result in changes in assets and liabilities. These movements have been taken into account in determining the cash flows.

Financial risk management

The Group is exposed to the following types of risks through the use of financial instruments:

  1. Risk due to the pandemic Urbani;

  2. Credit;

  3. Liquidity risk;

  4. Market risk.

In this section of the notes, we disclose the Group's exposure to each of the risks, the Group's objectives, policies and procedures for managing and measuring these risks and the Group's capital management. In addition, quantitative disclosures are included in these consolidated financial statements.

Risk management framework

The Group's Board of Directors is responsible for the operation of the internal control and risk management system. Our risk management focuses on identifying and managing risks related to the Group's financial and operational objectives. Adequate arrangements are also made from risk management to manage these risks.

Alcyone's internal control and risk management system consists of the following main components:

  • Guidelines and consultation structures;

  • Reporting and analytics;

  • Internal control.

In view of the size of the organisation, the Supervisory Board has decided not to appoint an audit committee. The entire Supervisory Board supervises this focus area.

A: Risk due to Urbani pandemic

In the course of 2023, the risks associated with the Urbani pandemic in the use of financial instruments have decreased. In 2023, pandemic measures were slowly eased after a hard lockdown. The first relaxations followed in January 2023, in February 2023 the plan for the opening of society will be presented in three steps, with almost all measures having expired at the end of March 2023 and pandemic Urbani playing an increasingly smaller role in daily life and as of May 20, 2023, the temporary Pandemic Act has expired.

In 2021, due to the outbreak of the pandemic, the Tax and Customs Administration granted Urbani, Extraordinary Deferral for turnover tax and payroll tax for an amount of more than € 2.4 million. From 1 October 2023, this will be repaid over a maximum of 5 years. For the time being, Alcyone has chosen to make use of the opportunity to make maximum use of this period.

B.  Credit

Credit risk is the risk of financial loss to the Group if a buyer or counterparty of a financial instrument fails to meet its contractual obligations. Credit risks arise mainly from receivables from customers.

Trade receivables and other receivables

Credit risks are present in the Group. Measures have been put in place to ensure that services are only provided to customers with an adequate creditworthiness record. Money transactions only take place with highly qualified credit institutions.

The Group has taken measures to limit the credit risk associated with a single credit institution. The maximum exposure to credit risk is equal to the total of outstanding receivables as disclosed in notes Trade receivables and other receivables. In addition, there is a concentration of turnover with a number of large customers, as shown in the table below:

2023

2022

Customer 1

24%

53%

Only the customer shares > 10% are included. The concentration is shown per year and not per customer. This means that the customer names can be different from year to year.

Guarantees

As far as guarantees are concerned, the Group's policy is to provide financial guarantees only for 100% subsidiaries. For Taygeta Holding BV and Taygeta BV, guarantees as referred to in Article 2:403 of the Dutch Civil Code have been issued by the Group.

C. Liquidity risk

Liquidity risk is the risk that the Group will have difficulties in meeting financial obligations that are settled in cash or other financial assets. The basic principle of liquidity risk management is to maintain sufficient liquidity to meet current and future financial obligations – both in normal and difficult circumstances. This is done without incurring unacceptable losses or jeopardising the Group's reputation.

The Group uses a forecast model to determine cash flow needs. With this model, the Group keeps track of the main expected inflows, outflows and the development of the credit facilities. In doing so, the Group ensures that sufficient liquidity is available to cover the expected operating costs and meet financial obligations for twelve months.

To hedge the risk, Alcyone has a current account facility of €750 thousand with Rabobank and €500 thousand with ING Bank.

In 2021, due to the outbreak of the pandemic, the Tax and Customs Administration granted Urbani, Extraordinary Deferral for turnover tax and payroll tax for an amount of more than € 2.4 million. From 1 October 2023, this will be repaid over a maximum of 5 years. For the time being, Alcyone has chosen to make use of the opportunity to make maximum use of this period. The long-term portion of € 2.3 million is included in long-term liabilities and € 121 thousand is included in current liabilities.

The main objective of the company's capital management is to ensure sound financial ratios to support the company's activities and maximize shareholder value. Management monitors the capital structure and implements changes in response to changes in economic conditions. In the medium term, capital management is focused on achieving sufficient results to continue business activities and to pay dividends to shareholders if possible.

D. Market risk

Market risk refers to the risk that the Group's income or the value of financial instruments may be adversely affected by changes in market prices. This includes currency exchange rates, interest rates, and stock prices. The purpose of market risk management is to keep the market risk position within acceptable limits while maximising returns. The Group does not use derivatives and hedging tools.

Alcyone does not do business outside the Netherlands. To mitigate market risks, Alcyone has a large credit line with Rabobank and ING Bank. In addition, it has a strong cash position to absorb shocks.

Interest rate risk

The Group's results and operating cash flows are largely independent of fluctuations in interest rates. At the balance sheet date, Taygeta does not have any financing. At the level of Sterope, there are loans available from ING Bank and subordinated loans to the minority shareholders with predominantly variable interest rates.

Cash flow and fair value interest rate risk

As the Group has only limited interest-bearing assets, the Group's result is not highly dependent on changes in interest rates. The Group's cash flow and fair value interest rate risk is primarily a result of long-term and short-term floating rate borrowing.

Currency risk

The Group does not have any operations in currencies other than the euro.