2 Summary of significant accounting policies
SoftwareONE Holding AG’s consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.
Basis of presentation
New and amended standards and interpretations
As of 1 January 2022, the following amendments to the International Financial Reporting Standards (IFRS) entered into force:
- IFRS 3: Business Combinations: References to the Conceptual Framework
- IAS 37: Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts, Costs of Fulfilling a Contract
- IAS 16: Property, Plant and Equipment: Proceeds before Intended Use
- Annual Improvements Project 2018-2020: Changes to IFRS 1, IFRS 9, IFRS 16, IAS 41
These amendments did not have a significant effect on the group’s consolidated financial statements. SoftwareOne has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
New standards and interpretations not yet adopted
The IASB has issued several potentially relevant changes to IFRS that will be effective in future accounting periods. New standards that are expected to have only a minor impact on the group and the effective date are listed below:
- IAS 1: Presentation of Financial Statements: Disclosure of Accounting Policies – adoption by 1 January 2023
- IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates – adoption by 1 January 2023
- IAS 12: Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction – adoption by 1 January 2023
- IAS 1: Presentation of Financial Statements: Classifications of Liabilities as Current or Non-Current including Deferral of Effective Date – adoption by 1 January 2024
There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the group.
Change in accounting policies
In December 2021, the IFRS Interpretations Committee (IFRS IC) issued a tentative agenda decision on ‘Principal versus Agent: Software Reseller (IFRS 15)’ about whether a reseller of software licenses is acting as principal or agent for the purposes of recognising revenue under IFRS 15 Revenue from Contracts with Customers. As an addendum to its April 2022 meeting, the IFRS IC issued the final agenda decision 'Principal versus Agent: Software Reseller (IFRS 15)' on 30 May 2022.
In view of the clarifications from the draft agenda decision management re-assessed and concluded in 2021 that SoftwareOne does not control the software licenses from the third-party software providers before they are transferred to the customer and therefore acts as an agent for transactions in the indirect business. Consequently, SoftwareOne recognises revenue from Software & Cloud Marketplace in the net amount that the group is entitled to retain in return for its agent services and end customer invoicing to the software provider, i.e., the difference between the consideration received from the customer and cost of software purchased.
SoftwareOne completed the assessment of further implications of the agenda decision on other revenue contracts in the second half of 2022. Based on this assessment SoftwareOne identified an impact on the accounting for multi-year licensing contracts in which the end customer has the right to change the software reseller during the contract term. Multi-year licensing contracts normally have a term of up to three years with annual billing of the corresponding fee. Previously, revenue for such contracts was recognised at the end of the annual notice period. Based on the agenda decision SoftwareOne already concluded that it acts as an agent for transactions in the indirect business and therefore the performance obligation is to arrange for software licenses to be provided by the software manufacturer. This performance obligation is fulfilled at inception of the multi-year licensing contract. As a result, the group recognises revenue for the contract between the end customer and the third-party software provider upfront for the entire term when the contract is signed considering the effects of a potential change in channel partner based on historical experience as a variable consideration. For performance obligations in which the customer can reduce the units to be provided to a minimum level until the annual notice period (cloud component), the group recognises revenue only for the binding commitment upfront for the entire term when the contract is signed. Revenue for the variable units in excess of this is recognised at the end of the annual notice period.
For the comparative period 2021, the adjustment resulted in a reduction in revenue from Software & Cloud Marketplace of TCHF 3,431, in personnel expenses of TCHF 158 and in income tax expenses of TCHF 851. This results in a total effect of TCHF –3,273 on earnings before income tax and an effect of TCHF –2,442 on profit for the period, refer to the table below. Basic earnings per share decreased by CHF 0.02 and diluted earnings per share decreased by CHF 0.01.
In addition, SoftwareOne identified a type of service contracts in Software & Cloud Services in which SoftwareOne also acts as an agent and, therefore, recognises revenue in the net amount. Additionally, the group identified contracts associated with software asset management solutions in which revenue for separate performance obligations of the contract relates to external tooling costs, i.e., on-premise software used exclusively for such contracts, which were reported gross under Software & Cloud Services. The group concluded that it acts as an agent and recognises revenue for external tooling costs in the net amount. For the comparative period 2021, both effects resulted in a reduction of revenue from Software & Cloud Services of TCHF 46,644 and a reduction of third-party service delivery costs of TCHF 46,644.
The result of the change in accounting policies within the consolidated income statement for the comparative period is shown in the following table:
in CHF 1,000 |
2021 reported |
Adjustments |
2021 adjusted |
|
|
|
|
Revenue from Software & Cloud Marketplace |
533,629 |
–3,431 |
530,198 |
Revenue from Software & Cloud Services |
430,724 |
–46,644 |
384,080 |
|
|
|
|
Total revenue |
964,353 |
–50,075 |
914,278 |
Third-party service delivery costs |
–109,281 |
46,644 |
–62,637 |
Personnel expenses |
–608,806 |
158 |
–608,648 |
|
|
|
|
Earnings before net financial items, taxes, depreciation and amortisation |
160,179 |
–3,273 |
156,906 |
|
|
|
|
Earnings before net financial items and taxes |
104,838 |
–3,273 |
101,565 |
|
|
|
|
Earnings before income tax |
154,265 |
–3,273 |
150,992 |
Income tax expense |
–34,199 |
851 |
–33,348 |
|
|
|
|
Profit for the period |
120,066 |
–2,422 |
117,644 |
The following table shows which balance sheet items were adjusted as of 31 December 2021:
in CHF 1,000 |
31 December 2021 reported |
Adjustment |
31 December 2021 adjusted |
|
|
|
|
Assets |
|
|
|
Prepayments and contract assets |
81,532 |
17,453 |
98,985 |
Current assets |
2,612,200 |
17,453 |
2,629,653 |
TOTAL ASSETS |
3,380,819 |
17,453 |
3,398,272 |
|
|
|
|
Liabilities and shareholders’ equity |
|
|
|
Accrued expenses and contract liabilities |
158,744 |
803 |
159,547 |
Current liabilities |
2,362,680 |
803 |
2,363,483 |
Deferred tax liabilities |
24,893 |
4,329 |
29,222 |
Non-current liabilities |
160,721 |
4,329 |
165,050 |
TOTAL LIABILITIES |
2,523,401 |
5,132 |
2,528,533 |
Retained earnings |
706,204 |
12,321 |
718,525 |
Equity attributable to owners of the parent |
857,256 |
12,321 |
869,577 |
TOTAL EQUITY |
857,418 |
12,321 |
869,739 |
TOTAL LIABILITIES AND EQUITY |
3,380,819 |
17,453 |
3,398,272 |
The following table shows which balance sheet items were adjusted as of 1 January 2021:
in CHF 1,000 |
1 January 2021 reported |
Adjustment |
1 January 2021 adjusted |
|
|
|
|
Assets |
|
|
|
Prepayments and contract assets |
87,172 |
20,884 |
108,056 |
Current assets |
2,459,621 |
20,884 |
2,480,505 |
TOTAL ASSETS |
3,127,230 |
20,884 |
3,148,114 |
|
|
|
|
Liabilities and shareholders’ equity |
|
|
|
Accrued expenses and contract liabilities |
128,636 |
961 |
129,597 |
Current liabilities |
2,137,652 |
961 |
2,138,613 |
Deferred tax liabilities |
28,821 |
5,180 |
34,001 |
Non-current liabilities |
213,056 |
5,180 |
218,236 |
TOTAL LIABILITIES |
2,350,708 |
6,141 |
2,356,849 |
Retained earnings |
560,797 |
14,743 |
575,540 |
Equity attributable to owners of the parent |
776,451 |
14,743 |
791,194 |
TOTAL EQUITY |
776,522 |
14,743 |
791,265 |
TOTAL LIABILITIES AND EQUITY |
3,127,230 |
20,884 |
3,148,114 |
Due to the change in accounting policies, the comparative figures in the consolidated statement of cash flows were adjusted for (loss)/profit for the period (TCHF –2,422), income tax expense (TCHF –851), change in other receivables, prepayments and contract assets (TCHF 3,431) and change in accrued expenses and contract liabilities (TCHF –158).
Disclosure of additional information on business line performance in the segment reporting
The identification of the group's reporting segments has not changed. However, starting 2022, SoftwareOne internally also reports EBITDA by business lines to the Chief Operating Decision Maker. The view presents a breakdown of total revenue, gross profit, contribution margin and EBITDA for the business lines Software & Cloud Marketplace, Software & Cloud Services and Corporate to measure the individual success of the business lines. For additional information on business line performance, refer to Note 28 Segment Reporting.
Impact of the Ukraine war on the consolidated financial statements
In light of the invasion of Ukraine by Russian forces and the changed political and economic environment in Russia, which does not offer potential to operate with stability in this market in the mid-term, SoftwareOne decided in March 2022 to suspend a significant part of its sales and business operations in Russia. As a consequence of this decision, SoftwareOne Russia was sold to a third-party on 20 May 2022. For more information, refer to Note 3 Changes in the scope of consolidation.
On the basis of the information available in the reporting period, an analysis of the effects on the accounting of SoftwareOne was carried out as of 31 December 2022, in particular with respect to the expected credit losses on trade receivables and contract assets. SoftwareOne has determined additional expected credit losses of CHF 3.5 million for receivables of clients in Russia that are recorded in the consolidated income statement.
Consolidation
Subsidiaries
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date when control ceases.
Intercompany transactions, balances, and unrealised gains on transactions between group companies are eliminated in full.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method of accounting. The cost of a business combination is equal to the fair values on the date of acquisition of assets given, liabilities incurred or assumed, and equity instruments issued by SoftwareOne group, in exchange for control over the acquired company. Any difference between the consideration transferred in the business combination and the net fair value of the identifiable assets, liabilities, and contingent liabilities so recognised is treated as goodwill. Goodwill is not amortised but is assessed for impairment annually. Contingent considerations to selling shareholders who become employees and for which payments are automatically forfeited if employment terminates, are not part of the consideration transferred and are accounted as remuneration. Acquisition-related costs are expensed. For each business combination, the group recognises the non-controlling interests in the acquiree at the non-controlling interests’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets.
If a business combination is achieved in stages (control obtained over an associate or joint venture), the previously held equity interest in an associate or joint venture is remeasured to its acquisition-date fair value and any resulting gain or loss is recognised in the finance result in the income statement.
Non-controlling interests
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests on the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Swiss francs (CHF), which is the group’s presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured.
Monetary assets and liabilities of group companies which are denominated in foreign currencies are translated using closing exchange rates. Exchange rate differences are recorded as income or expense. Non-monetary assets and liabilities are translated at historical exchange rates. Translation differences on non-monetary financial assets and liabilities such as equity securities held at fair value through profit or loss are recognised in the income statement as part of the fair value gain or loss.
Foreign currency translation
When translating foreign currency financial statements into Swiss francs, year-end exchange rates are applied to assets and liabilities, while average rates for the period are applied to income statement accounts. The resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at closing rate. The resulting exchange differences are recognised in other comprehensive income (OCI).
The following exchange rates were used:
|
|
2022 |
2021 |
||
Currency (CHF 1 =) |
Code |
Ø-rate |
Closing rate |
Ø-rate |
Closing rate |
|
|
|
|
|
|
Euro |
EUR |
1.00 |
1.02 |
0.92 |
0.97 |
US dollar |
USD |
1.05 |
1.08 |
1.09 |
1.09 |
British pound |
GBP |
0.85 |
0.90 |
0.79 |
0.81 |
Brazilian real |
BRL |
5.40 |
5.63 |
5.89 |
6.15 |
Mexican peso |
MXN |
21.06 |
20.99 |
22.18 |
22.43 |
Indian rupee |
INR |
82.26 |
89.69 |
80.85 |
81.29 |
Swedish krone |
SEK |
10.56 |
11.34 |
9.38 |
9.89 |
Polish zloty |
PLN |
4.66 |
4.77 |
4.22 |
4.44 |
Financial assets
Initial recognition and measurement
The group classifies its financial assets at initial recognition in the following categories: subsequently measured at amortised cost, fair value through OCI and fair value through profit or loss. The classification depends on the financial asset’s contractual cash flow characteristics and the group’s business model for managing them. Except for trade receivables that do not contain a significant financing component or for which the group has applied the practical expedient, the group initially measures a financial asset at its fair value plus transaction costs in the case of a financial asset not at fair value through profit or loss. Trade receivables that do not contain a significant financing component or for which the group has applied the practical expedient are measured at the transaction price determined under IFRS 15.
For a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment is performed at an instrument level.
SoftwareOne’s business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets or both.
Financial assets are classified as current if payments are due within one year or less. If not, they are presented as non-current receivables.
Subsequent measurement
For purposes of subsequent measurement, SoftwareOne has financial assets at amortised cost (debt instruments), financial assets at fair value through profit or loss and derivatives designated as hedging instruments.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in the income statement when the asset is derecognised, modified, or impaired.
The group’s financial assets at amortised cost comprise trade and other receivables, loans and cash and cash equivalents.
Cash and cash equivalents
The position includes cash on hand, bank accounts and short-term bank deposits with original maturities of three months or less.
Trade receivables
Trade receivables are initially recorded at a transaction price determined in accordance with IFRS 15 less impairments.
Financial assets
The group has listed equity instruments presented as short-term financial assets which are subsequently measured at fair value through profit or loss, as it had not irrevocably elected to classify those at fair value through OCI at initial recognition. Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the income statement.
Derecognition
The group derecognises financial assets when:
- the rights to receive cash flows from the asset have expired; or
- the group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third-party under a ‘pass-through’ arrangement; and either (a) the group has transferred substantially all the risks and rewards of the asset, or (b) the group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
Receivables subject to factoring arrangements may be derecognised on sale and these assets are not held to collect contractual cash flows and would be measured at fair value through profit or loss. However, due to their short-term nature, the difference between transaction price and fair value is not considered to be material. Where the factored receivables continue to be recognised in the balance sheet, they are treated as held to collect contractual cash flows and measured at amortised cost.
Impairment of financial assets
The group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include those from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
For trade receivables and contract assets, the group applies a simplified approach in calculating ECLs. Therefore, the group does not track changes in credit risk but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The group has established a provision matrix that is based on its historical credit loss experience and SoftwareOne’s business knowledge, adjusted for forward-looking factors specific to the debtors and the economic environment.
Derivative financial instruments and hedge accounting
The group reviews the currency exposure regularly and covers its risks in two ways:
- The group hedges the net exposure from foreign currency balance sheet positions with forward contracts. Such contracts, however, are not accounted for using hedge accounting.
- Highly probable future transactions are hedged with forward transactions (sales and purchase). These contracts are designated as cash flow hedges. The transactions are expected to affect profit and loss within the next 36 months. At inception of a hedge relationship, the group designates and documents the hedge relationship to apply hedge accounting. The hedge relationship includes the hedging instrument, the hedged item and the nature of the risk being hedged. The hedges are expected to be highly effective.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value through profit or loss except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to the income statement when the hedged item affects profit or loss. The ineffective portion is recognised immediately in the income statement.
In case of a positive value, the derivative is recognised as an asset and in case of a negative value, as a liability (classified as non-current when the remaining maturity of the hedged item is more than 12 months and as current when the remaining maturity of the hedged item is less than 12 months).
Tangible assets
Tangible assets are stated at historical cost less depreciation and impairments. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Repair and maintenance costs are recognised in the income statement for the period in which they are incurred.
Depreciation is calculated using the straight-line method over the expected useful life as follows:
- Land is not depreciated
- Buildings: max. 33 years
- Furniture, fixtures and other equipment: max. 5 years
- Leasehold improvements: max. 10 years or shorter duration lease contract
- Vehicles: max. 5 years
- IT equipment: max. 3 years
Intangible assets
Purchased intangible assets such as software, acquired technology and customer relationships are measured at cost less accumulated amortisation (applying the straight-line method) and any impairment. The useful life is as follows:
- Software: 3–10 years
- Acquired customer relationships: max. 10 years
- Acquired technology and other intangible assets: 3–10 years
- Internally generated intangible assets: 3–5 years
Internally generated intangible assets are capitalised only if the identifiable asset is commercially and technically feasible, can be completed, its costs can be measured reliably and will generate probable future economic benefits. In addition to the internal costs (including all attributable direct costs), total costs also include externally contracted development work. In-process capitalised development costs are tested annually for impairment.
Acquired customer relationships are capitalised and amortised over their useful lives. They are assessed for impairment if events or changes in circumstances indicate that their value may be impaired. If the reason for a previously recognised impairment loss no longer applies, the impairment loss is reversed to the recoverable amount.
An intangible asset is classified as having an indefinite useful life when there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows. It is not amortised and the group evaluates at the end of each reporting period the classification as intangible asset with indefinite useful life and tests it for impairment on an annual basis.
Impairment test of goodwill and intangibles with indefinite useful life
Regarding impairment testing of goodwill and other intangible assets such as the SoftwareOne brand deemed to have indefinite lives, the group determines the higher of value in use and fair value less costs of disposal of the respective cash generating units to which goodwill and intangibles have been allocated. The calculation of value in use is based on the current budget and business plan approved by the Board of Directors and the expectations regarding the future development of the respective markets, market shares and profitability. The planning period covers five years. Assumptions are made for the subsequent years considering macroeconomic trends and historical information adjusted for current developments.
The impairment test is performed at least once a year and additionally when there are indications of impairment in the cash-generating unit. Impairment losses for goodwill are never reversed.
Financial liabilities
Initial recognition and measurement
SoftwareOne classifies financial liabilities at initial recognition as financial liabilities at fair value through profit or loss, financial liabilities subsequently measured at amortised cost or as derivatives designated as hedging instruments in an effective hedge as appropriate.
All financial liabilities are recognised initially at fair value, and in the case of instruments, not subsequently measured at fair value through profit or loss net of directly attributable transaction costs.
The group’s financial liabilities include trade and other payables, accrued expenses, contingent consideration liabilities and other financial liabilities including bank overdrafts and derivative financial instruments.
Subsequent measurement
Contingent consideration liabilities are subsequently measured at fair value through profit or loss.
Derivatives are subsequently measured at fair value with fair value changes in the income statement, except for the effective portion of cash flow hedges that is initially recognised in other comprehensive income.
All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
Trade payables and financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in OCI or directly in equity. In this case, tax is also recognised in OCI or directly in equity respectively.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the reporting date in the countries where the company and its subsidiaries operate and generate taxable income. Periodically, management evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be paid to the tax authorities.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the reporting date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries except for deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries. They are only recognised to the extent that it is probable that the temporary difference will reverse in the future and there needs to be a sufficient taxable profit available against which the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Employee benefits
The group operates various post-employment schemes including both defined benefit and defined contribution pension plans.
Defined contribution plans
A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised as an asset.
Defined benefit plans
A defined benefit plan is a pension plan that is not a defined contribution plan.
Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. Actuarial gains or losses are recognised in OCI. Service costs are presented in personnel expenses. Interest costs and interest on plan assets are netted in finance costs.
Other employee benefits
Obligations to employees not paid at the reporting date, such as bonuses, holiday entitlements or compensations are presented as accrued expenses.
Contingent consideration arrangements related to business acquisitions in which payments are contingent on continued employment and thus compensation for future service is recognised as remuneration and accrued amounts presented as earn-out provisions.
Share-based payments
Certain management members and senior employees participate in equity compensation plans. The fair value of all equity-settled compensation awards granted to employees is determined at the grant date and recorded as an expense over the vesting period. The expense for equity compensation awards is part of personnel expense and a corresponding increase in equity is recorded.
Provisions
Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. If the effect of the time value of money is material, provisions are discounted.
Share capital
Ordinary shares are classified as equity. Dividends on ordinary shares are recorded in equity in the period in which they are approved by the parent company’s shareholders.
Where the group purchases shares of the company, the consideration paid (including any attributable transaction costs) is deducted from equity as treasury shares. Any consideration received from the sale of own shares is recognised in equity, net of any taxes.
Revenue recognition
Revenue from contracts with customers comprises revenue from the sale of Software & Cloud Marketplace products as well as the sale of Software & Cloud Services. Revenue from contracts with customers is recognised when the performance obligation in the contract has been satisfied either at the ‘point in time’ or ‘over time’ as control of the promised goods or service is transferred to the customer at an amount that reflects the consideration to which the group expects to be entitled in exchange for those goods or services. The normal credit term is 30 to 90 days upon delivery.
Revenue from Software & Cloud Marketplace
SoftwareOne enters contracts with end customers to sell Software & Cloud Marketplace products of several third-party software providers. Below, software is used as a synonym for Software & Cloud Marketplace. A distinction is made between two types of software selling arrangements:
- Direct business: As a ‘software advisor’, the group’s obligation in these arrangements is only to arrange for another entity to provide the software license to the end customer. Thus, the performance obligation consists of establishing the business relationship between the software provider and the end customer. When the software is provided to the end customer, SoftwareOne is entitled to receive an agency commission from the software provider and recognises revenue at this point of time. Hence, SoftwareOne acts as an agent and recognises revenue at the amount that it retains from its agency services.
- Indirect business: As a ‘value added reseller’, the group provides pre-sales consulting services to end customers and advises them on the selection of the appropriate end-to-end software or cloud technology solution. SoftwareOne is in the contractual relationship between the third-party software provider and the end customer and is commissioned to place orders and manage customer purchases on behalf of the end customer. Even if SoftwareOne provides pre-sales services in connection with the sale of the software licenses to its end customers, the group is not primarily responsible for fulfilling the promise to provide the software or cloud solution. Primary responsibility to provide the products lies with the third-party software provider, while SoftwareOne provides the access to the software license or manages cloud subscriptions. SoftwareOne invoices the end customer and receives the considerations from the end customer. SoftwareOne concluded that it does not control the software from the third-party software providers before they are transferred to the end customer and therefore acts as an agent in these arrangements. Revenue is recognised at the point in time when the access to the software license is transferred to the end customer, generally on delivery of the product key or with signing the contract in the volume license business. The group recognises revenue in the net amount in the consolidated financial statements, i.e., the difference between the consideration received from the end customer and cost of software purchased.
In the indirect business, the group also enters multi-year licensing contracts with annual billing of the corresponding fee in which the end customer has the right to change the software reseller during the contract term. For such contracts, SoftwareOne recognises revenue for the contract between the end customer and the third-party software provider upfront for the entire term when the contract is signed considering the effects of a potential change in channel partner based on historical experience as a variable consideration.
Additionally, non-cancellable multi-year licensing contracts with annual billing of the corresponding fee exist without the right to change the software reseller during the contract term. As the customer pays in arrears, SoftwareOne is effectively providing financing to the customer. Hence, there are two components in such arrangements: a revenue component (for the notional cash sales price net of the related costs of purchasing the software); and a loan component (for the effect of the deferred payment terms). Interest income on the loan finance component is calculated based on the rate that would be reflected in a separate financing transaction between the group and the end customers at contract inception and is presented under finance income. SoftwareOne uses the practical expedient in IFRS 15 and does not adjust the promised amount of consideration for the effects of a significant financing component if it expects at contract inception that the period between the provision access to the software license to the customer and the receipt of the consideration from the end customer will be one year or less.
Revenue from Software & Cloud Services
SoftwareOne provides a wide range of technology consulting services but also delivers self-developed on-premise software.
Revenue from technology consulting services is generally recognised over time as the customer simultaneously receives and consumes the benefits provided. SoftwareOne uses an input method based on costs incurred to measure progress towards the stage of completion of the service. The group determined that the input method based on costs incurred in relation to total expected costs is the best method of measuring progress of the consulting services because there is a direct relationship between SoftwareOne’s effort and the transfer of the service to the customer. In addition, in cases where the group provides standardised services (i.e., managed services), revenue is recognised pro rata over the term of the contract. Payment is due 30 days after the solutions and services have been performed. As a rule, services are priced separately. If this is not the case, the transaction prices are allocated based on the relative individual selling prices.
Revenue from self-developed on-premise software is recognised at the point in time when control of the license is transferred to the customer. Such contracts and related revenues exist only to a limited extent. The same applies to revenue from external on-premise software which is only used to provide software asset management solutions. The related revenue is recognised net under revenue from Software & Cloud Services.
Contract balances
- Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the group performs by transferring services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. In addition, SoftwareOne recognises contract assets for revenue recognised upfront in connection with multi-year licensing contracts in which the end customer has the right to change the software reseller during the contract term. - Trade receivables
A trade receivable represents the group’s right to an amount of consideration that is unconditional (in other words only the passage of time is required before payment of the consideration is due). - Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the group transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the group performs under the contract.
Transaction price of unsatisfied performance obligations
SoftwareOne uses the practical expedient in IFRS 15.121 and does not disclose information about the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied when the original expected duration of the underlying contract is one year or less. After applying this practical expedient, the remaining performance obligations to be disclosed 31 December 2022 and 2021 are not material.
Leases
Right-of-use assets
The group recognises right-of-use assets at the commencement date of the lease (that is the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and impairment losses and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. For leased vehicles, SoftwareOne makes use of the option not to separate lease and non-lease components and ancillary costs are therefore included in the calculation of the entire lease component.
Unless the group is reasonably certain of obtaining ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term. The useful life is as follows:
- Buildings: max. 10 years
- Vehicles: max. 5 years
- Other equipment: max. 5 years
Right-of-use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the group and payments of penalties for terminating a lease if the lease term reflects the group exercising the option to terminate.
The variable lease payments that do not depend on an index or a rate are recognised as expenses in the period during which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the group uses the incremental borrowing rate at the lease commencement date, if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. Lease liabilities are included in the financial liabilities, refer to Note 19 Financial liabilities.
Short-term leases and leases of low-value assets
The group applies the short-term lease recognition exemption to its short-term leases of other machinery and equipment (these are those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (in other words below CHF 5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease term.