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HomeToGo SE
(formerly Lakestar SPAC I SE)
Combined Management Report for Financial Ye ar 2021
1. Background to the Group
1.1. General
HomeToGo SE, Luxembourg is a public European company (Société Européenne) that is listed on the Frankfurt
Stock Exchange, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Luxembourg, and
registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de
Luxembourg) under number B249273.
This management report comprises both the Group management report and the management report of
HomeToGo SE. Herein, we report on the business performance as well as the situation and expected
development of HomeToGo Group (hereafter also referred to as "HTG", "Group" or "HTG Group") and
HomeToGo SE (hereafter also referred to as "HTG SE" or "the Company").
1.2. Business Model
The HTG Group operates an international marketplace for vacation rentals, which connects millions of users in
their search for a place to stay with thousands of inventory suppliers across the globe, resulting in the world’s
most comprehensive inventory coverage in the alternative accommodation space. At the time of the report,
the portfolio of HTG comprises more than 15 million aggregated accommodation offers provided by over
31,000 online travel agencies, tour operators, property managers and other inventory suppliers (“Partners”)
worldwide.
HTG operates its business through local websites and apps in 24 countries. The international market
appearance is carried out through various brands, mainly HomeToGo, Casamundo, Wimdu, Tripping,
Agriturismo, CaseVacanza, Smoobu and Escapada Rural. The marketplace integrates a vast inventory in one
simple search and enables users to book accommodations from diverse partners, either on the partners’
external websites or directly on the HTG platform. Since March 2021, we offer our new software-as-a-service
("SaaS") product for semi-professional agencies and homeowners, which enables them to centrally control
their listings and coordinate their actions across multiple platforms, we also effectively improve the quality and
synchronization of the existing inventory for our Partners, in particular online travel agencies ("OTAs"), and
grant them access to additional new inventory that otherwise would not be (easily) available to them.
As an internet marketplace, HTG sees itself as an entry opportunity in the search for a vacation rental. With our
on-site solution, there is an option to directly book with the connected partners via HTG. The use of the
platform is thereby free of charge for users. Instead, HTG receives a commission from the connected booking
partner for every successful mediation of a booking or for the generation of a query, respectively.
1.3. Group Structure
On July 14, 2021, Lakestar SPAC I SE (hereafter also referred to as "Lakestar SPAC") and HomeToGo GmbH
(hereafter also referred to as "HTG GmbH") that was the former parent company of HTG Group, entered into a
business combination agreement (in the following referred to as "the Transaction") by way of contribution of
all shares in HTG GmbH into Lakestar SPAC in exchange for the issuance of new public shares. The business
combination was completed on September 21, 2021 and resulted after changing the name of Lakestar SPAC I
SE in the new combined entity HomeToGo SE. The former parent company of HTG Group, HTG GmbH, was
deemed to be both the accounting acquirer and the predecessor entity in the subsequent fillings of the
1
combined company. Therefore, HTG Group presents as comparative information, the financial information of
former HTG GmbH Group as of December 31, 2020. See section 6 - Business Combinations and other
acquisitions of the notes to the consolidated financial statements for further details on the business
combination.
HTG Group is managed by its ultimate parent company HTG SE and is operated under one segment. The Group
comprises the parent entity, HTG SE, domiciled in Luxembourg, and its subsidiaries in Germany, Italy, Spain,
Lithuania and the US. As of December 31, 2021, HTG SE had direct or indirect shareholdings in 15 companies,
which belong to the Group and from which 13 are fully consolidated.
Subsidiaries and Investments
Location
Share in capital
HomeToGo GmbH
Berlin, Germany
100%
LS I Advisors Verwaltungs-GmbH
Munich, Germany
100%
LS I Advisors GmbH & Co. KG
Munich, Germany
100%
Casamundo GmbH
Berlin, Germany
100%
UAB HomeToGo Technologies
Kaunas, Lithuania
100%
UAB HomeToGo Technologies Vilnius
Vilnius, Lithuania
100%
Mertus 288. GmbH
Berlin, Germany
100%
HS Holiday Search GmbH
Berlin, Germany
100%
Feries S.r.l.
Milan, Italy
100%
Escapada Rural S.L.
Barcelona, Spain
100%
HOMETOGO INTERNATIONAL, INC.
Wilmington, Delaware, USA
100%
Smoobu GmbH
Berlin, Germany
100%
Mapify UG (haftungsbeschränkt)
Kassel, Germany
100%
SECRA GmbH
Sierksdorf, Germany
19%
SECRA Bookings GmbH
Sierksdorf, Germany
19%
1.4. Management System
The governing bodies of the Group are the Management Board, the Supervisory Board and the Shareholders’
Meeting of HomeToGo SE. Detailed information on the composition of Management and Supervisory Board can
be found on the website of the company https://ir.hometogo.de/websites/hometogo/corporate-
governance.html.
The Management Board monitors and controls the Group’s development through a comprehensive reporting
system. The Management Board reporting informs in detail on current developments in the operating business
in the form of absolute and relative key figures.
The Supervisory Board receives a monthly report including an income statement which provides a
comprehensive picture of HTG Group’s economic position. Significant items and their changes are explained
and discussed in detail in regular meetings between the management and the Supervisory Board.
HTG's most important financial key performance indicators (KPIs) for the management of the group are
revenues and Adjusted EBITDA (non-GAAP). Besides revenues Management Board uses Adjusted EBITDA
because we believe that it provides useful information to investors and others in understanding and evaluating
our results of operations, as well as provides a useful measure for period-to-period comparisons of our
business performance. It is a key measure used by Management internally to make operating decisions,
including those related to analyzing operating expenses, evaluating performance, and performing strategic
planning and annual budgeting. Both metrics are outlined in the following table:
2
Revenues
Revenues according to IFRS accounting policies. CPA revenues are recognized on
check-in date. CPC + CPL revenues are recognized on booking or click date. Revenues
from Subscriptions & Services are recognized over time or when services are provided.
Adjusted EBITDA*
Net income (loss) before (i) income taxes; (ii) finance income, finance expenses; (iii)
depreciation and amortization; adjusted for (iv) expenses for share-based
compensation and (v) one-off items. One-off items relate to one-time and therefore
non-recurring expenses and income outside the normal course of business.
* unaudited
In addition to the above, HTG also uses a range of further non-GAAP KPIs to manage its business. Management
Board uses them to measure operating performance and as a basis for strategic planning, and because the
Management believes that such non-GAAP KPIs will be used by investors and analysts to assess the
performance of HTG. These further non-GAAP KPIs are described in the following table:
Gross Booking Value (GBV)*
GBV is the gross EUR value of bookings on our platform in a reporting period
(including all components of the booking amount except for VAT). GBV is recorded at
the time of booking and is not adjusted for cancellations or any other alterations after
booking. For CPA transactions, GBV includes the booking volume as reported by the
Partner. For CPC, GBV is estimated by multiplying the total click value with the
expected conversion rate. The total click value is the duration of the search multiplied
with the price per night of the clicked offer. This total click value is multiplied with the
average conversion rate of that micro conversion source for CPA Partners in the
respective month.
Bookings*
Bookings represent the number of bookings generated by users of the HomeToGo
platforms.
CPA Basket Size*
CPA Basket Size defined as CPA Gross Booking Value per booking, before
cancellations.
Take Rate*
Take Rate is the margin realized on the gross booking amount and defined as Booking
Revenue divided by Gross Booking Value (excl. revenues from Hotels and
Subscriptions & Services).
Booking Revenues*
Booking Revenues is a non-GAAP operating metric to measure performance that is
defined as the net Euro value before cancellations generated by transactions on the
HTG platforms in a reporting period (CPA, CPC, CPL, etc.). Booking Revenues does not
correspond to, and should not be considered as alternative or substitute for Revenue
recognized in accordance with IFRS.
* unaudited
1.5. Research & Development
As a technology company, HTG undertakes development in view of optimizing the search intelligence and
develops self-used IT modules. The technical platform, on the basis of which the Group’s websites and apps are
operated, is an important differentiating factor compared to competitors, being continuously further
developed in line with the requirements of the market and the expectations of the users. In-house and external
experts engage with the continuous development of the platform. Our R&D work aims at achieving innovations
that support a more convenient booking experience for our customers. Furthermore, we aim at ensuring our
market leadership as the largest vacation home search machine in the world. In this regard, the Lithuanian
subsidiaries, UAB HomeToGo Technologies and UAB HomeToGo Technologies Vilnius, which perform most of
the development services for the HTG Group, play a major role.
Over the past year, HTG continued to enhance its platform while the data warehouse technologies have also
been upgraded to further increase self-service capabilities, speed, reliability, and observability of the data
platform. HTG also consolidated technologies within the Group, enabling more of the brands to take advantage
of the platform.
3
The Group’s direct R&D expenses in 2021 amounted to EUR 8,163 thousand (2020: EUR 6,002 thousand),
resulting in a R&D rate of 9% in relation to HTG’s revenues (2020: 9%). The capitalization ratio amounts to 19%
(2020: 23%) and amortization allocatable to capitalized R&D expenses amounted to EUR 542 thousand (2020:
EUR 285 thousand). HomeToGo SE as an individual entity and pure financial holding does not conduct any
operations related to research and development.
2. Report on Economic Position
2.1. Macroeconomic and Sector-specific Environment
The market for alternative vacation rentals was still highly impacted by the ongoing Covid-19 pandemic in the
financial year 2021, though to a lesser extent than to the previous year following a gradual relief of travel
restrictions in Europe, North America and other parts of the world in spring. The overall development remained
dynamic with the appearance of different Covid-19 variants that created multiple infection waves over the
year. As measured by an increase of 5.9% of the global price-adjusted gross domestic product (GDP)1, economic
development resurged in 2021 after a running into a recession in the previous year.
While global Covid-19 vaccine adoption against new cases trended in the right direction, there were still large
waves of new cases. However, because hospital resources are less constrained in North America and the EU,
these countries are moving forward cautiously with easing travel restrictions. The Omicron variant introduced
new uncertainty, though the world appeared to be transitioning to a mindset of living with the pandemic.
The pandemic has changed travel patterns for much of 2020 and 2021, shifting when and how people book and
travel. Large shifts out of urban centers towards traditional vacation destinations. People are taking longer
4
1 https://de.statista.com/statistik/daten/studie/197039/umfrage/veraenderung-des-weltweiten-
bruttoinlandsprodukts/
trips. The shift to more remote work during the pandemic also allowed people to travel more and stay longer.
One result of this has also been a faster recovery among short term rentals than hotels.
Still, the online travel business and the business with alternative vacation rentals remains a growing market
despite the ongoing pandemic. The entire addressable market is estimated to amount to more than EUR 1
trillion, being expected to reach more than EUR 1.7 trillion within the next decade.2
2.2. Business Development
HTG KPIs Cockpit
2021
2020
2021 vs. 2020
Gross Booking Value (EUR thousands)*
1,437,515
1,252,675
15%
Bookings (#)*
929,419
890,944
4%
CPA Onsite*
492,281
269,049
83%
CPA Offsite*
437,138
621,895
(30)%
CPA Basket Size (EUR)*
1,252
1,002
25%
Take Rate*
8.4%
6.4%
31%
Booking Revenues (EUR thousands)*
123,555
81,946
51%
CPA Onsite*
50,168
23,269
116%
CPA Offsite*
44,350
41,614
7%
CPC + CPL*
20,249
10,712
89%
Subscriptions & Services*
8,788
6,352
38%
Booking Revenues onsite share*
44%
31%
42%
Cancellations (EUR thousands)*
(24,797)
(18,917)
31%
Cancellation Rate*
20%
23%
(13)
IFRS Revenues (EUR thousands)
94,839
65,855
44%
CPA Onsite
31,523
14,382
119%
CPA Offsite
34,127
34,313
(1)%
CPC + CPL
20,401
10,808
89%
Subscriptions & Services
8,788
6,352
38%
Adj. EBITDA (EUR thousands)*
(23,768)
(2,421)
882%
One-off items*
2,698
(341)
(891)%
Adj. EBITDA excl. one-off items*
(21,070)
(2,762)
663%
Cash & cash equivalents + other highly liquid short-term financial
assets (EUR thousands)
252,910
36,237
598%
Equity (EUR thousands)
300,687
22,865
1215%
Equity ratio
82%
22%
273%
Employees (end of period)
417
302
38%
* unaudited
5
2 Deutsche Bank Research, Airbnb – The air bed looks fully inflated, January 4, 2021, Exane BNP Paribas, Airbnb
– Floating On Air, January 4, 2021
Although the global activity within the market for tourism and vacations in 2021 was remarkably decreased due
to the ongoing pandemic HTG was able to close a successful business year and achieved a strong growth. The
Group's revenue grew strongly by +44% to EUR 94,839 thousand in 2021. Booking revenues increased by 51%
to EUR 123,555 thousand with an overall growing share of onsite bookings made directly on our platforms
increasing to 44% from 31% in the previous year.
Additionally, while we recorded approx. 321 million website visits in 2020, our 2021 increase to approx. 375
million stands for HomeToGo's brand awareness that has gradually increased, in particular over the last two
years. At the time of the report, HTG managed to increase the number of partners to more than 31,000 (2020:
30,000) contributing to an inventory of more than 15 million offers (2020: 14 million) on the Group's platforms.
With the acquisition of the Berlin based all-in-one vacation rental management software provider Smoobu
GmbH, Berlin ("Smoobu") in March 2021 as well as our investment in SECRA Booking GmbH, Sierksdorf and
SECRA Booking GmbH, Sierksdorf, we are enhancing our SaaS strategy and provide further technology solutions
to the supply-side of our business operations.
2.3. Results of Operations, Financial Position and Net Assets
The statements made on the net assets, financial position and results of operations of the HTG Group are based
on the values and comparative figures of the consolidated financial statements for the financial year 2021,
which have been prepared in accordance with the International Financial Reporting Standards (IFRS) as
adopted by the EU. More detailed explanations on the accounting and valuation methods applied can be found
in the notes to the consolidated financial statements 2021.
a) Results of operations
Compared to the previous fiscal year, the Group's operating result has developed as shown in the following
table:
Reconciliation of operating result
(in EUR thousands)
2021
2020
change
Revenues
94,839
65,855
44%
Cost of revenues
(4,336)
(2,792)
55%
Gross profit
90,503
63,063
44%
Product development and operations
(23,726)
(15,275)
55%
Marketing and sales
(95,495)
(52,235)
83%
General and administrative
(112,751)
(13,092)
761%
thereof: Non-cash listing service expense (de-SPAC Charge)
(70,437)
—
n/a
Other expenses
(626)
(735)
(15)%
Other income
11,639
1,058
1000%
Profit (loss) from operations
(130,456)
(17,216)
(658)%
6
The following sections outline the development of individual income and expense items:
Breakdown of revenues by activity areas
(in EUR thousands)
2021
2020
CPA
65,650
48,695
thereof:
CPA Onsite
31,523
14,382
CPA Offsite
34,127
34,313
CPC and CPL
20,401
10,808
Subscriptions & Services
8,788
6,352
Total
94,839
65,855
In the financial year 2021, the Group’s total revenues increased by more than EUR 28,984 thousand to EUR
94,839 thousand. While revenues from Subscription & Services are continuously growing, still, the major
portion of the revenues was generated from CPA (“Cost per Action”), CPC (“Cost per Click”) and CPL (“Cost per
Lead”) transactions. Overall, the growth in revenues is partly reflected by the resurgence in the travel industry
in 2021. In addition, the increase is on the back of solid increase of 83% in onsite transactions and take rate and
increased brand awareness. Increased revenues in Subscriptions & Services are mainly explained by the
acquisition of the SaaS company Smoobu.
Breakdown of expenses by functional areas
(in EUR thousands)
2021
2020
Cost of revenues
4,336
2,792
Product development and operations
23,726
15,275
Marketing and sales
95,495
52,235
General and administrative
112,751
13,092
Other expenses
626
735
Total
236,934
84,129
The Group's 2021 costs are primarily driven by expenses for performance-marketing within our marketing and
sales function and share-based compensation expenses that strongly impacted especially the general and
administrative function. The reconciliation to adjusted EBITDA below provides a general overview of the impact
of share-based compensation on the different cost functions.
Cost of revenues increased by EUR 1,544 thousand or 55% from EUR 2,792 thousand in 2020 to EUR 4,336
thousand in 2021 due to higher expenses for hosting and higher amortization of self-developed software, partly
also arising from the additional amortization of the fair value step-up from the acquisition of Smoobu.
The increase in expenses for product development and operations by 55% to EUR 23,726 thousand in 2021
(2020: EUR 15,275 thousand) mainly results from higher expenses for share-based compensation (2021: EUR
8,260 thousand, 2020: EUR 3,170 thousand). Furthermore, our Product, Data and Engineer workforce has
grown by 57% compared to the previous fiscal year leading to personnel-related expenses of EUR 9,435
thousand in 2021 compared to EUR 6,747 thousand in 2020.
Marketing and sales expenses grew by 83% from EUR 52,235 thousand in 2020 to EUR 95,495 thousand in
2021. The majority of the increase was driven by EUR 40,656 thousand or 100% higher expenses for
performance-marketing compared to prior year as spend was increased across all markets. In addition, there
was stronger competition compared to prior year leading to higher bids and therefore higher expense. Besides,
additional expenses incurred as HTG specifically targeted travelers to download the HTG app. This investment
supported the strong growth in CPA onsite revenues.
The increase in general and administrative expenses (2021: EUR 112,751 thousand, 2020: EUR 13,092
thousand) mainly results from share-based compensation (2021: EUR 88,038 thousand, 2020: EUR 3,395
thousand). The vast majority of this share-based compensation relates to the listing service expense of EUR
70,437 thousand which was recognized as part of the business combination that was treated as reverse
7
acquisition accounting-wise. This one-time non-cash expense reflects the excess of the fair value of shares
issued by HomeToGo GmbH over the fair value of Lakestar SPAC I SE identifiable net assets acquired. Please
refer to section 6 - Business Combinations and other acquisitions of the notes to the consolidated financial
statements for further details. Additionally, general and administrative expenses have increased due to higher
consulting expenses (2021: EUR 13,079 thousand, 2020: EUR 1,643 thousand) and expenses for service
agreements with third parties (2021: EUR 1,829 thousand, 2020: EUR 1,155 thousand), both incurred in
connection with the business combination. Personnel-related expenses in general and administrative i ncreased
year-on-year to EUR 6,803 thousand (2020: EUR 4,613 thousand), with the number of staff having increased.
Other income increased due to government grant related income in 2021 of EUR 9.3 million (2020: EUR 0.4
million). EUR 8.6 million relate to income from a grant that is part of the Covid-19 aids by the German State.
In 2021, the Group incurred a consolidated net loss in the amount of EUR (166,789) thousand compared to the
2020 result of EUR (23,806) thousand. The decrease compared to the previous period is strongly related to the
aforementioned listing service expenses and non-recurring consulting expenses that was incurred as part of the
business combination and shown in general and administrative.
In order to assess the operating performance of the business, HTG's management also considers adjusted
EBITDA. HTG recorded an adjusted EBITDA excluding expenses for share-based compensation a nd one-off
items of EUR (21,070) thousand in 2021 compared to EUR (2,762) thousand in 2020. The decrease is mainly due
to the higher marketing and sales expenses. Overall, the development of the Group’s result of operations are
assessed favorable given the ongoing pandemic-related pressure on the travel industry. The derivation of the
Group's adjusted EBITDA excluding one-off items is shown in the following table:
Adjusted EBITDA reconciliation in EUR thousands
2021
2020
Profit (loss) from operations
(130,456)
(17,216)
Depreciation and amortization
4,691
3,607
Share-based payment expenses
101,997
11,188
thereof:
Listing service expense (Sponsor as well as public shares and warrants from
de-SPAC)
70,437
—
HTG Virtual Stock Option Program
31,560
11,188
thereof recognized in:
Product development and operations
8,260
3,170
Marketing and sales
5,700
4,623
General and administrative
17,601
3,395
Adjusted EBITDA*
(23,768)
(2,421)
One-off items*
2,698
(341)
thereof:
Business Combination*
12,801
—
Mergers and Acquisitions*
533
12
Covid-19 related Restructuring*
—
63
Other*
438
—
Income from Government Grants*
(9,256)
(416)
Capitalized transaction costs under IFRS
(1,818)
—
Adjusted EBITDA excl. one-off items*
(21,070)
(2,762)
* unaudited
8
b) Financial position
The following table provides an overview of the Group’s financial development:
(in EUR thousands)
2021
2020
Cash and cash equivalents at the beginning of the year
36,237
36,237,000
10,972
Cash flow from operating activities
(83,256)
(11,309)
Cash flow from investing activities
(118,343)
(4,649)
Cash flow from financing activities
317,093
41,449
Foreign currency effects
1,213
(226)
Cash and cash equivalents at the end of the year
152,944
36,237
As of December 31, 2021, the Group has cash and cash equivalents in the amount of EUR 152,944 thousand
(2020: EUR 36,237 thousand). The financial development of the Group was primarily driven by the de-SPAC
transaction.
The de crease in cash inflow from operating activities is due to the cash settlement to beneficiaries of the
HomeToGo Virtual Stock Option Program ("VSOP") in the amount of EUR 42,111 thousand.
The in crease in cash outflow from investing activities from EUR (4,649) thousand in 2020 to EUR (118,343)
thousand in 2021 results mainly from the investment of EUR 100,000 thousand in a money market fund to
minimise the impact of negative interest rates on regular bank accounts. Furthermore, the increase is explained
by the acquisition of Smoobu, reflected in payment for acquisition of subsidiary, net of cash acquired in the
amount of EUR (16,385) thousand.
The increase in cash inflow from financing activities is mainly due to the collected proceeds of more than EUR
171,489 thousand resulting from the cash in Lakestar SPAC and from additional subscription agreements with
investors in a private investment in public equity (“PIPE”) transaction in the aggregate amount of EUR 75,000
thousand. Furthermore, additional convertible loans with a combined principal amount of EUR 66,206
thousand have been issued in March and April 2021. Together with the other outstanding convertible loans
these were already fully converted to equity prior to the de-SPAC transaction resulting in an increase in equity
of EUR 146,277 thousand. Besides, the Group had also drawn down a bank loan of EUR 10,000 thousand in
February 2021 that was already granted as of August 2020 for working capital financing.
In addition to the financing from convertible loans in the past, HTG also uses external financing in the form of
regular bank loans. The following table provides an overview on the outstanding loans within the Group as of
December 31, 2021:
Debtor
Loan Amount
(in EUR
thousands)
Payout date
Maturity
Nominal
interest rate
Carrying
amount
(in EUR
thousands)
HomeToGo GmbH
6,000
February 2020
December 2023
4.35%
3,000
HomeToGo GmbH
10,000
February 2021
September 2025
2.12%
8,414
Feries S.r.l.
400
August 2020
August 2025
1.50%
376
Escapada Rural S.L.
500
May 2020
June 2023
2.50%
337
Escapada Rural S.L.
300
May 2020
June 2025
1.55%
252
The HTG Group’s financial position can be stated as positive, especially against the backdrop of the successful
business combination with Lakestar SPAC I SE. The Group has been able to meet its payment obligations at any
time. Liquidity shortages have neither occurred nor are such shortages foreseeable for the future.
9
c) Net Assets
(in EUR thousands)
31.12.2021
31.12.2020
change
Non-current assets
85,962
24%
60,984
58%
+24,978
+41%
Current assets
279,321
76%
43,819
42%
+235,502
+ >100 %
Total assets
365,284
100%
104,803
100%
+260,481
+ >100 %
Equity
300,687
82%
22,865
22%
+277,822
+ >100 %
Non-current liabilities
28,499
8%
66,745
64%
(38,246)
(57)%
Current liabilities
36,098
10%
15,193
14%
+20,905
+ >100 %
Total equity and liabilities
365,284
100%
104,803
100%
+260,481
+ >100 %
As of the balance sheet date, the balance sheet total of the Group amounts to EUR 365,284 thousand (2020:
EUR 104,803 thousand), with EUR 85,962 thousand (2020: EUR 60,984 thousand) accounting for non-current
assets and EUR 279,321 thousand (2020: EUR 43,819 thousand) accounting for current assets.
The main non-current assets are composed of intangible assets in the amount of EUR 61,360 thousand (2020:
EUR 41,570 thousand) and property, plant and equipment in the amount of EUR 15,202 thousand (2020: EUR
16,413 thousand). The increase in intangible assets mainly results from the acquisition of Smoobu, resulting in
the recognition of additional goodwill in the amount of EUR 14,664 thousand and trademarks, customer
relationships and software in the amount of EUR 6,605 thousand. Property, plant and equipment slightly
decreased due to depreciation that was not fully compensated by replacement investments. Moreover, the
Group has purchased 19% shares each in SECRA GmbH and SECRA Bookings GmbH. Both investments are
accounted for at fair value through profit and loss amounting together to EUR 3,597 thousand as of December
31, 2021.
Current assets mainly relate to trade receivables including other receivables (2021: EUR 18,992 thousand, 2020:
EUR 5,647 thousand) and cash and cash equivalents (2021: EUR 152,944 , 2020: EUR 36,237 thousand). The
increase in trade receivables corresponds to the increased revenues. Furthermore, current other financial
assets have increased to EUR 101,960 thousand as of December 31, 2021 from EUR 549 thousand as of the
prior year due to an investment in short-term money market funds of spare cash resulting from the business
combination to avoid negative interest. Current other receivables increased from EUR 505 thousand as of
December 31, 2020 to EUR 9,237 thousand as of December 31, 2021 due to the government grant that was
applied and received as part of the Covid-19 aids from the German state.
As of December 31, 2021, the Group’s equity amounts to EUR 300,687 thousand (2020: EUR 22,865 thousand).
Accordingly, the equity ratio amounts to 82% (2020: 22%) and is above the target equity ratio of 50%. The
increase in the equity ratio compared to the prior year mainly results from the proceeds from shares issued as
part of the business combination and the conversion of convertible loans to equity.
Non-current liabilities decreased to EUR 28,499 thousand as of December 31, 2021 compared to EUR 66,745
thousand in the prior year mainly due to the conversion of convertible loans to equity in September 2021 prior
to the business combination.
Current liabilities amounted to EUR 36,098 thousand as of December 31, 2021 compared to EUR 15,193
thousand as of the prior year. The increase is explained by outstanding trade payables related to transaction
fees incurred as part of the business combination. Furthermore, current liabilities as of December 31, 2021
contain the holdback amount of EUR 5,000 thousand for the acquisition of Smoobu that is due in 2022 as well
as a customer with a credit balance EUR 2,564 thousand resulting from double-payment.
d) Overall statement
The Management Board views the overall business development of HTG as positive, specifically considering the
negative impact of the Covid-19 pandemic. Overall, the net assets and financial position has been strongly
improved by the business combination with Lakestar SPAC I SE.
10
GBV and take rate have developed in line with the expectations while the development in booking revenues
and revenues has exceeded the expectations by the Management Board due to a strong fourth quarter. The
negative adjusted EBITDA was expected due to the increased expenses for performance-marketing as well as
the additional expenses as a result of being public.
2.4. Employees
In 2021 the Group had employed on average 372 employees (2020: 269), representing an increase of 38%
compared to the prior year. The overall increase is explained by the Group's expansion of business activities.
The strongest increase was recorded in the Product, Data and Engineer Teams (57% in 2021). In addition, the
head count increased in connection with the acquisition of Smoobu.
3. Statutory Results of Operations and Financial Position of the
Company
Until the Transaction, the Company’s sole purpose was the acquisition of an operating business with principal
business operations in a member state of the European Economic Area or the United Kingdom or Switzerland
that is based in the technology sector through a merger, capital stock exchange, share purchase, asset
acquisition, reorganization or similar transaction. After the closing of the Transaction, the Company’s purpose is
the creation, holding, development and realization of its investment in HTG GmbH.
Results of Operations
As pure financial holding the Company did not generate any revenues or income during the fiscal year 2021.
The Company incurred expenses of EUR 17,740 thousand in 2021 (2020: EUR 1,044 thousand) that led to a loss
in the same amount in the respective period. The expenses in 2021 mainly compose of underwriting fees (EUR
9,000 thousand) for the initial public offering ("IPO") in February, 2021 as well as for the admission of the newly
issued shares as part of the de-SPAC transaction in September 2021. The remaining expenses mainly incurred in
relation to the preparation of de-SPAC process as well as from consulting, accounting and auditing.
Financial Position
As of December 31, 2021, the Company had cash and cash equivalents of EUR 2,906 thousand compared to
EUR 738 thousand in the previous year. During the fiscal year 2021, the Company had raised EUR 275,000
thousand of equity funds as part of an IPO and from additional subscription agreements with investors in a
private investment in public equity (“PIPE”) transaction in the aggregate amount of EUR 75,000 thousand. As
part of the consumption of the Transaction, shares in the amount of EUR 102,692 thousand had been
redeemed and are now held as treasury shares. After the Transaction, redemptions in the amount of EUR
100,627 were paid out and the major part of the remaining funds have been transferred to HomeToGo GmbH
by means of a capital contribution in the amount of EUR 237 million.
The Company was able to meet its payment obligations at all times. No liquidity shortfalls have occurred or are
foreseeable in the future.
11
Net Assets
(in EUR thousands)
31.12.2021
31.12.2020
change
Non-current assets
1,088,637
91%
31
4%
+1,088,606
+ >100 %
Current assets
106,295
9%
738
96%
+105,557
+ >100 %
Total assets
1,194,931
100%
768
100%
+1,194,163
+ >100 %
Equity
1,193,118
100%
(924)
(120)%
+1,194,042
- < 100 %
Non-current liabilities
—
—%
1,500
195%
(1,500)
+ >100 %
Current liabilities
1,813
—%
192
25%
+1,621
+ >100 %
Total equity and liabilities
1,194,931
100%
768
100%
+1,194,163
+ >100 %
Non-current assets are composed of the Company's investments whereas the increase during the fiscal year is
the result of the Transaction. The book value of the investment in HTG GmbH amounts to EUR 1,088,080
thousand as of December 31, 2021.
Current assets comprise 10,269,314 treasury shares in the amount of EUR 102,692 thousand (December 31,
2020: EUR 0) and cash and cash equivalents of EUR 2,906 thousand (December 31, 2020: EUR 738 thousand).
4. Risk and Opportunity Report
4.1. Risk and Opportunity Management System
The Management Board of HTG SE assumes overall responsibility for the development and operation of an
effective risk and opportunity management system (RMS) for HTG. The CFO has implemented the RMS that
consists of the following elements:
Risk and Opportunity Objectives
The objective of the RMS is to create the necessary transparency about risks and opportunities for decision
makers, to foster the risk and opportunity culture, and to create a common understanding of risks and
opportunities throughout the company.
Risk and Opportunity Identification and Monitoring
Using multiple instruments, such as workshops and self-assessments, the identification and assessment of risks
and opportunities is carried out by both the risk and opportunity owners during day-to-day operations and the
CFO on a quarterly basis.
Risk and Opportunity Assessment
All risks and opportunities identified are evaluated with regard to their probability of occurrence and their
potential impact based on a one-year time horizon. The identified single risks and opportunities are finally
aggregated. The probability of occurrence represents the possibility that a specific impact for a risk or an
opportunity may materialize within the next 3 to 60 months. The impact assessment is conducted on a
quantitative scale that refers to the potential financial impact. The material risks and opportunities are
described in the next section of this report.
Risk and Opportunity Control
Risk and opportunity owners are charged with developing and implementing effective risk mitigating and
opportunity supporting measures within their responsibility area. Depending on the type, characteristics, and
12
assessment of the risks, different risk strategies are applied by the risk owners to reduce the risk, considering
costs and effectiveness. Risk strategies can be risk avoidance, reduction, transfer to a third party, or
acceptance.
Risk and Opportunity Management Improvements and Reporting
The respective risk owner reports on the overall risk and opportunity situation to the senior management, the
Management Board, and the Supervisory Board on a quarterly basis.
4.2. Illustration of Risks
As at the time of the publication of the combined management report, governments, in particular in Europe,
are further lifting measure such as social distancing, duty to wear face masks in public institutions or contact
restriction regimes previously aimed at containing the spread of Covid-19. Although these measures are being
lifted, there still exists a risk that the pandemic will resurge e.g. in the form of other virus variants and due to
limited efficacy of existing vaccines against those variants. We expect that complete normality with
unrestricted traveling will only be possible again in the medium term. HTG will continue to flexibly respond at
short notice to any new development, as the Group has already done since 2020 when the pandemic occurred.
Overall, the risks associated with the Covid-19 pandemic are not classified as a threat to HTG's continued
existence as the business has now proven its resilience multiple times.
The main operational risks relate to the areas of IT and marketing. The business model of the HTG Group is
strongly based on the functionality of the IT systems and therefore exposed to IT risks. Errors or malicious
external interference may threaten business processes. For this reason, we use state-of-the-art server solutions
scalable by specialized third-party providers and recruit experts in order to ensure system integrity and safety
and reduce the IT risks to an acceptable level. Appropriate measures also comprise an authorization concept
that regulates which employee has access to which internal data and services.
Another risk factor, in addition to the IT infrastructure, is the reachable efficiency and effectiveness of
marketing expenses. There is a risk of increased user acquisition costs as competition with direct and indirect
competitors in online marketing channels is intensifying. HTG counters this with investments in the brands of
the HTG Group, which are, for example, geared to the main brand, HomeToGo. For example, through the
evaluation of organic search results, targeted CRM campaigns are launched or TV and outdoor advertising is
placed in order to increase the efficiency of the marketing measures applied and to reduce the dependency on
individual online marketing channels.
Our business depends on our partners maintaining their offers on our platform and engaging in practices that
encourage users to book those offers. If partners do not establish or maintain a sufficient number of offers and
availability for their properties, the number of nights booked declines for a particular period, or the price
charged by partners declines, our revenue would decline and our business, results of operations, and financial
condition would be materially adversely affected. While we plan to continue to invest in our partners and in
tools to assist partners, these investments may not be successful in growing our partners and offers on our
platform. In addition, partners may not establish or maintain offers if we cannot attract prospective users to
our platform and generate bookings from a large number of users. While HTG has experienced only a limited
number of contract terminations by partners in the past, partners have from time to time taken their inventory
temporarily off its websites, e.g., for technical reasons.
Since our key partners, in particular OTAs, typically operate their own platforms and/or also use the services of
other platforms, we face the risk that a key partner may decide to suspend or terminate its partnership with us.
Such decisions can be based on factors that are beyond our control. For example, a key partner may decide to
reduce spending on services from us due to a challenging economic environment or other factors, both internal
and external, relating to its business. These factors, among others, may include corporate restructuring, pricing
pressure, changes to an outsourcing strategy, or switching to another platform. Furthermore, our reliance on
certain key partners for a significant portion of our revenue may give these partners a certain degree of pricing
leverage against us when negotiating contracts and terms of service.
The loss of all or a portion of our business with, or the failure to retain a significant amount of business with,
any of our key partners could have a material adverse effect on our business, financial condition and results of
operations.
13
Due to the continuing loss situation, there is generally a medium-term liquidity risk. Furthermore, a default risk
exists in respect of our partners’ receivables, which might also adversely affect liquidity. Given the size of our
partners (partly listed companies), we regard a default of large partners as unlikely. A slightly higher default risk
arises from small and non-professionalized partners, which is treated through consistent follow-up care.
Overall, this refers to a minor volume and does not adversely affect HTG’s further existence. The Group has
strong liquidity resources at its disposal following the business combination in September 2021 and an effective
liquidity management. In the financial year, based on its robust business model, it has proven that it has been
able to attract new investors and procure fresh capital in the capital market even in times of a pandemic.
We offer our partners and users integrated payments in more than 28 currencies and a considerable portion of
our business is conducted in foreign currencies. Therefore, we are exposed to a certain currency risk. HTG
counters this currency risk through natural hedging of the main foreign currencies (primarily USD and GBP) by
keeping bank accounts in the corresponding foreign currency in order to always be able to hold a stock of
foreign currency in this way and not to be exposed to short-term currency fluctuations.
We operate websites and apps through which we collect, maintain, transmit and store information about our
users, Partners and others, including credit card or other financial information and personal information, as
well as other confidential and proprietary information, including information related to intellectual property.
We also employ third-party service providers that store, process and transmit proprietary, personal and
confidential information on our behalf. Furthermore, we rely on encryption and authentication technology
licensed from third parties in an effort to securely transmit confidential and sensitive information, including
credit card details. While we have a cyber-risk management in place and take extensive steps to protect the
security, integrity and confidentiality of sensitive and confidential information (e.g., password policies and
firewalls), our security practices may be insufficient and third parties may breach our systems (e.g., through
Trojans, spyware, ransomware or other malware attacks, or breaches by our employees or third party service
providers), which may result in unauthorized use or disclosure of information. Such attacks might lead to
blackmail attempts, forcing us to pay substantial amounts to release our captured data or resulting in the
unauthorized release of such data. Given that techniques used in those attacks change frequently and often are
not recognized until launched against a target, it may be impossible to properly secure our systems. In addition,
technical advances or a continued expansion and increased complexity of our IT-infrastructure could increase
the likelihood of security breaches.
The operation of our business requires a number of licenses and other (usage) rights, e.g., in connection with
integrating content into our platform. In the future, we may require additional licenses (e.g., if legal
environments change or we provide additional services). There is, however, no guarantee that we will be able
to obtain all required licenses or other (usage) rights or that we will manage to comply with all requirements
imposed on us thereunder. If we fail to obtain and maintain such licenses or rights, we may not be able to
conduct our business as intended, which may adversely affect our growth and profitability.
Our employees’ expertise and commitment are important factors for our successful development and the
management of opportunities and risks. Therefore, our success largely depends on our ability to recruit, train,
motivate and retain highly qualified employees and, at the same time, promote our corporate culture. A
shortage of qualified and motivated staff, primarily in key positions, might adversely affect our development
and growth and increase our costs. We are competing for qualified staff, e.g., in the field of software
developers. The loss of qualified staff, high employee fluctuation or lasting difficulties in filling vacant positions
with suitable applicants might adversely affect our ability to effectively compete in our business, and we might
lose important know-how, or our competitors might gain access to such know-how. In order to attract and
retain qualified staff, we offer competitive compensation packages with long-term incentive models and other
employer benefits, which serve the professional and health promotion of our employees. Furthermore, we
strongly invest in our corporate culture and the development and further training of our employees.
Legislative and regulatory authorities or other policy-making organizations in other countries where we operate
may expand the scope of application of laws and regulations in force, enact new laws or regulations or issue
revised rules or guidelines on data privacy and consumer protection. For example, it is expected that the
European Commission initiative for a Digital Single Market (DSM) will lead to additional regulations for e-
commerce or data protection, information security and privacy protection, which might increase our costs for
the compliance with such regulations or require necessary adjustments to our business model. Several
governments have also introduced regulatory requirements for platforms offering short-term rentals and will
probably continue to do so. Those regulations are enacted worldwide with the intention to control and restrict
the renting of private accommodations, which leads to a large number of regulations that we have to observe
and comply with. Such laws may result in higher legal costs and necessary resources, depending on the
individual market and jurisdiction. HTG counters these regulatory risks by ongoing monitoring and early
14
recognizing political developments, which might lead to an adjustment of our business model or our
technology. In addition, HTG is engaged in industry associations, such as the Deutscher Ferienhausverband e.V.
(DFV) and actively advocates the EU-wide harmonization of the regulation on short-term renting (e.g., by
preparing and submitting position papers).
HTG has acquired multiple businesses since 2018 and we will continue to regularly evaluate potential
acquisitions. We may expend significant cash or incur substantial debt to finance such acquisitions, which
indebtedness could result in restrictions on our business and significant use of available cash to make payments
of interest and principal. In addition, we may finance acquisitions by issuing equity or convertible debt
securities, which could result in further dilution to our existing stockholders. We may enter into negotiations
for acquisitions that are not ultimately consummated. Those negotiations could result in diversion of
management time and significant out-of-pocket costs. If we fail to evaluate and execute acquisitions
successfully, our business, results of operations, and financial condition could be materially adversely affected.
In addition, we may not be successful in integrating acquisitions or the businesses we acquire may not perform
as well as we expected. While our acquisitions to date have not caused major disruptions in our business, any
future failure to manage and successfully integrate acquired businesses could materially adversely affect our
business, results of operations, and financial condition.
In summary, Management believes, in view of the risk situation in the reporting period, no risks have been
identified that could endanger the Company’s and the Group’s ability to continue as a going concern and, from
today’s perspective, no such risks are recognizable for the foreseeable future.
4.3. Illustration of Opportunities
The market for alternative vacation rentals had been the fastest growing segment of the online travel industry
already prior to the Covid-19 pandemic. We assume that this market, as a result of a general shift of the
travelers’ preferences from traditional hotel and resort bookings towards the rental of vacation homes, which
has even been accelerated by the Covid-19 pandemic, will experience considerable growth. In the last two
years, many citizens spent their vacation in their home countries according to their governments’
recommendations, which, in our opinion, will lead to a long-term trend towards domestic traveling also in the
future and an increase in demand for alternative vacation rentals. Moreover, the increasing awareness in
respect of the ecological impact of air travel contributes to the general trend to prefer domestic or nearby
vacation destinations. With its innovative platforms and an increasing number of users and website visitors,
HTG aims at successfully serving this market segment also in the future. In addition, increasing digitization of
this privately and semi-professionally operated segment of the tourism sector will open up new market fields,
in which HTG will offer its customers and users a fully integrated product portfolio, with customized products
and software-based solutions, in order to continue its previous growth path in a sustained manner.
In particular faster recovery from Covid-19 restrictions can lead to additional demand in the shoulder seasons.
Further expansion of workation is expected as consumers are adding additional days before or after their
holidays and just work from away.
During the Covid-19 pandemic the cancellation rate has increased, in particular in 2020. Since then it has
decreased, however, it is still above the historic average. A faster than expected return to historic cancellation
rates can lead to additional revenues.
Faster implementation of our software solutions can lead to faster digitalization of inventory and therefore
benefit the whole alternative accommodation industry.
Increased competition among our partners can lead to better economics for HTG as the partners want to have
a higher traffic share.
5. Significant Events after the Reporting Period
In February 2022, a number of countries (including the US, the UK and the EU) imposed sanctions against
certain entities and individuals in Russia and Belarus as a result of the official recognition of the Donetsk People
Republic and Luhansk People Republic by the Russian Federation. Announcements of potential additional
15
sanctions have been made following military operations initiated by Russia against Ukraine on February 24,
2022.
Due to the war in Ukraine, there has been a significant increase in volatility on the securities and currency
markets. It is expected that these events may affect the activities of Russian enterprises in various sectors of
the economy, but also the economy of sanctioning countries and people in those countries as well.
The Management Board regards these events as non-adjusting events after the reporting period. Although
neither HTG's performance and going concern nor operations, at the date of this report, have been significantly
impacted by the above, the Management Board continues to monitor the evolving situation and its impact on
the financial position and results of the company. The indirect impact of the war in Ukraine and its implications,
such as a potential change in travel behavior, cannot be quantified at this point in time.
6. Outlook
The business started very strong into 2022 with significantly higher booking revenues than in 2021 at the same
period. At the time of publishing this combined management report, we can already observe an increased
demand for alternative vacation rentals compared to previous years.
The travel market will still be impacted by Covid-19 and might not return to its pre-pandemic state in the short-
term view. While in parts of Europe and North America most restrictions have been lifted a new wave of
Covid-19 seems to build up in Asia which could impact the global economy and could lead to new travel
restrictions.
The Group will continue its growth path of 2021 both organically and non-organically by satisfying our
customers' and partners' needs with the help of new products and technical solution and further by acquisition
activity which will partly be financed with the proceeds from the business combination. We will also continue
to invest in our onsite business, both in Europe and North America.
The direct impact of the war in Ukraine is expected to be minimal as both the Ukrainian and Russian markets
are of little importance for HTG. Both in terms of travel destination as well as bookings. However, the indirect
impact of the war such as a potential change in travel behavior, and its implications on energy cost and
consumer confidence cannot be quantified at this point in time, in particular not in case the war would involve
additional countries.
It is expected that inflation in 2022 will rise to the highest level since decades, in particular driven by higher
energy cost. These higher costs could lead to a reallocation of consumer spending towards food, heating and
transportation.
For the fiscal year 2022, the HTG Group expects to grow revenues within a 27-32% range (equals EUR 120
million to EUR 125 million). We expect that the Group will generate a negative adjusted EBITDA again in 2022.
We expect that adjusted EBITDA will see a decline compared to 2021 resulting in an amount between EUR (25)
million and EUR (35) million due to further investments into our onsite business.
Luxembourg, March 28, 2022
Management Board of HomeToGo SE
Dr. Patrick Andrae
Wolfgang Heigl
Co-Founder & CEO
Co-Founder & CSO
Valentin Gruber
Steffen Schneider
COO
CFO
16
2
Consolidated Statements of Profit or Loss and Other
Comprehensive Income for the Years Ended December 31
(in EUR thousands, except share and per share data)
Note
2021
2020
Revenues
9
94,839
65,855
Cost of revenues
10
(4,336)
(2,792)
Gross profit
90,503
63,063
Product development and operations
11
(23,726)
(15,275)
Marketing and sales
12
(95,495)
(52,235)
General and administrative
13
(112,751)
(13,092)
Other expenses
14
(626)
(735)
Other income
14
11,639
1,058
Loss from operations
(130,456)
(17,216)
Finance income
2,833
—
Finance expenses
(38,964)
(7,906)
Financial result, net
15
(36,131)
(7,906)
Loss before tax
(166,587)
(25,122)
Income taxes
16
(202)
1,316
Net loss
(166,789)
(23,806)
Total comprehensive loss
(166,806)
(23,806)
Basic and diluted earnings (loss) per share
17
(2.09)
(0.36)
Weighted average ordinary shares outstanding (basic and diluted)
79,619,166
66,681,774
The accompanying notes are an integral part of these consolidated financial statements.
3
Consolidated Statements of Financial Position as of
December 31
(in EUR thousands)
Note
2021
2020
Assets
Non-current assets
Intangible assets
19
61,360
41,570
Property, plant and equipment
20
15,202
16,413
Other receivables (non-current)
21
814
1,414
Income tax receivables (non-current)
79
34
Other financial assets (non-current)
22
8,249
1,485
Other assets (non-current)
23
258
68
Total non-current assets
85,962
60,984
Current assets
Trade and other receivables (current)
21
18,992
5,647
Income tax receivables (current)
79
139
Other financial assets (current)
22
101,960
549
Other assets (current)
23
5,347
1,246
Cash and cash equivalents
152,944
36,237
Total current assets
279,321
43,819
Total assets
365,284
104,803
Equity and liabilities
Equity
Subscribed capital
2,441
93
Capital reserves
508,963
113,280
Foreign currency translation reserve
(18)
—
Share-based payments reserve
68,744
22,148
Retained Earnings
(279,444)
(112,656)
Total shareholder´s equity
24
300,687
22,865
Borrowings (non-current)
25
9,371
3,557
Convertible loans (non-current)
26
—
33,132
Other financial liabilities (non-current)
28
12,954
26,139
Provisions (non-current)
27
1,182
558
Other liabilities (non-current)
29
1,117
1,105
Income tax liabilities (non-current)
—
17
Deferred tax liabilities
30
3,874
2,236
Non-current liabilities
28,499
66,745
Borrowings (current)
25
3,007
2,114
Trade payables (current)
15,395
4,233
Other financial liabilities (current)
28
8,885
1,574
Provisions (current)
27
108
1,100
Other liabilities (current)
29
8,535
6,156
Income tax liabilities (current)
168
16
Current liabilities
36,098
15,193
Total liabilities
64,596
81,938
Total shareholder´s equity and liabilities
365,284
104,803
4
Consolidated Statements of Changes in Equity for the Years
Ended December 31
(in EUR thousands)
Note
Subscribed
capital
Capital
reserves
Retained
earnings
Foreign
currency
translation
reserve
Share-
based
payments
reserve
Total
shareholder
s' equity
As of Jan 1, 2020
93
113,280
(88,852)
—
10,959
35,480
Net loss
—
—
(23,806)
—
—
(23,806)
Total comprehensive loss
—
—
(23,806)
—
(23,806)
Share-based compensation
31
—
—
—
—
11,189
11,189
As of Dec 31, 2020
93
113,280
(112,656)
—
22,148
22,865
As of Jan 1, 2021
93
113,280
(112,656)
—
22,148
22,865
Net loss
—
—
(166,789)
—
—
(166,789)
Other comprehensive loss
—
—
—
—
—
—
(18)
(18)
Total comprehensive loss
—
—
(166,789)
(18)
(166,806)
Conversion of convertible loans
6
18
—
146,259
—
—
—
—
—
146,277
Conversion of earn outs
6
1
—
515
—
—
—
—
(515)
1
Share capital restructuring
6
1,438
—
(1,438)
—
—
—
—
—
—
Reverse acquisition of Lakestar SPAC
6
665
—
164,616
—
—
—
—
70,437
235,718
Share issuance for PIPE financing
6
144
—
74,856
—
—
—
—
—
75,000
Share issuance transaction costs
6
—
—
(1,818)
—
—
—
—
—
(1,818)
Share-based compensation
31
81
—
12,693
—
—
—
—
(23,325)
(10,551)
As of Dec 31, 2021
2,441
508,963
(279,445)
(18)
68,745
300,687
The accompanying notes are an integral part of these consolidated financial statements.
5
Consolidated Statements of Cash Flows for the Years Ended
December 31
(in EUR thousands)
Note
2021
2020
Loss before income tax
(166,587)
(25,122)
Adjustments for:
Depreciation and amortization
4,690
3,607
Non-cash listing service expense - de-SPAC Charge
31
70,437
—
Non-cash employee benefits expense - share-based payments
31
31,560
11,189
Fair value (gains)/losses on non-current financial assets at fair
value through profit or loss
(377)
—
VSOP - Exercise tax settlement charge
6
(30,495)
—
VSOP - Cash paid to beneficiaries
6
(11,616)
—
Finance costs - net
15
36,466
7,906
Net exchange differences
(972)
(33)
Change in operating assets and liabilities
(Increase) / Decrease in trade and other receivables
(12,496)
(1,676)
(Increase) / Decrease in other financial assets
(4,968)
(135)
(Increase) / Decrease in other assets
(4,135)
143
Increase / (Decrease) in trade and other payables
9,742
(1,061)
Increase / (Decrease) in other financial liabilities
2,105
(229)
Increase / (Decrease) in other liabilities
(5,067)
(6,236)
Increase / (Decrease) in provisions
(376)
1,182
Cash generated from operations
(82,088)
(10,465)
Interest and other finance cost paid (-)
(1,140)
(680)
Income taxes (paid) / received
(28)
(163)
Net cash used in operating activities
(83,256)
(11,309)
Payment for financial assets at fair value through profit and loss
22
(100,000)
—
Payment for acquisition of subsidiary, net of cash acquired
6
(16,385)
(1,647)
Payments for property, plant and equipment
20
(324)
(1,551)
Payments for intangible assets
19
(91)
(100)
Payments for internally generated intangible assets
19
(1,545)
(1,369)
Proceeds from sale of property, plant and equipment
2
18
Net cash used in investing activities
(118,343)
(4,649)
Proceeds from borrowings and convertible loans
25/26
76,175
43,512
Proceeds from recapitalization, net of redemptions
6
171,489
—
Proceeds from PIPE financing
6
75,000
—
Transaction costs
(1,818)
—
Repayments of borrowings
25
(2,787)
(1,500)
Principal elements of lease payments
(966)
(563)
Net cash provided by financing activities
317,093
41,449
Net increase (decrease) in cash and cash equivalents
115,494
25,490
Cash and cash equivalents at the beginning of the period
36,237
10,972
Effects of exchange rate changes on cash and cash equivalents
1,213
(226)
Cash and cash equivalents at the end of the period
152,944
36,237
The accompanying notes are an integral part of these consolidated financial statements.
6
HomeToGo SE
(formerly Lakestar SPAC I SE),
Luxembourg
Notes to the Consolidated Financial Statements
(Amounts in EUR thousands, except stated otherwise)
1 - Corporate information
The HomeToGo Group (“HTG” or “Group”), comprises the parent entity HomeToGo SE ("HTG SE"), Luxembourg,
Luxembourg (the “Company”), and its direct and indirect subsidiaries. The Company is registered in the
commercial register of the Registre de commerce et des sociétés in Luxembourg under number B249273. The
Company’s address is Rue de Bitbourg 9, 1273, Luxembourg, Luxembourg.
The business activities of HTG include the operation of an international marketplace for alternative
accommodations that connects millions of users searching for a place to stay with thousands of inventory
suppliers across the globe, resulting in the world’s most comprehensive inventory coverage in the alternative
accommodation space. At the time of the report, HTG’s portfolio comprised more than 15 million aggregated
accommodation offers provided by over 31,000 online travel agencies, tour operators, property managers and
other inventory suppliers (“Partners”) worldwide. HTG operates its business through localized websites and
apps in 24 countries. The marketplace seamlessly integrates a vast inventory in one simple search and enables
users to book accommodations from diverse Partners, either on the Partner’s external accommodation
websites or directly on the HomeToGo marketplace platform. The consolidated financial statements of HTG
were initially authorized for issue by the Management Board on March 28, 2022.
HTG SE was originally known as Lakestar SPAC I SE (“Lakestar SPAC”) a Special Purpose Acquisition Company
with the objective of acquiring a European late-stage growth company in the technology sector with the funds
raised from private placements. Lakestar SPAC became listed on the Frankfurt Stock Exchange on February 22,
2021.
On July 14, 2021, HomeToGo GmbH (“HTG GmbH”) and Lakestar SPAC entered into a Business Combination
Agreement (“BCA”) whereby Lakestar SPAC became the legal parent company of HTG GmbH, its direct and
indirect subsidiaries for a contribution and exchange of HTG GmbH shares for new Public Shares (the “Business
Combination” or “Transaction”). On September 21, 2021 the Transaction was closed (the “Closing”) and
Lakestar SPAC changed its name to HomeToGo SE.
HTG GmbH was deemed to be both the accounting acquirer and the predecessor entity in the subsequent
fillings of the combined company. Therefore, HomeToGo Group presents as comparative information, the
financial information of former HomeToGo GmbH Group as of December 31, 2020. See Note 6 for further
details.
2 - Basis of preparation
The accompanying consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) and the interpretations issued by the International Financial Reporting
Standards Interpretations Committee (“IFRIC”) as adopted by and to be applied in the European Union.
The official version of the accounts is the ESEF version available at the Officially Appointed Mechanism (OAM)
at the German Federal Gazette ("Bundesanzeiger") under https://www.bundesanzeiger.de.
The accounting principles set out below, unless stated otherwise, have been applied consistently for all periods
presented in the consolidated financial statements.
7
HTG’s financial year ends December 31. All intercompany transactions are eliminated during the preparation of
the consolidated financial statements.
The consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated.
The consolidated financial statements are presented in Euro (“EUR”), which is the functional currency of the
Company and all subsidiaries of HTG. All values are rounded to the nearest thousand, except when otherwise
indicated. Due to rounding, differences may arise when individual amounts or percentages are added together.
The consolidated financial statements are prepared under the assumption that the Group will continue as a
going concern. Management believes that HTG has adequate resources to continue operations for the
foreseeable future.
3 - Scope of consolidation
The consolidated financial statements include the balances and results of the Company and its wholly-owned
subsidiaries. Subsidiaries are entities directly or indirectly controlled by the Company. The Company controls an
entity when it is exposed to, or has the right 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 consolidated from the date
on which control commences until the date on which control ceases.
Besides the Company, the following subsidiaries are included in the scope of consolidation as of December 31,
2021:
Subsidiary
Location
Percentage of
ownership
HomeToGo GmbH
Berlin, Germany
100%
LS I Advisors Verwaltungs-GmbH
Munich, Germany
100%
LS I Advisors GmbH & Co. KG
Munich, Germany
100%
Casamundo GmbH
Berlin, Germany
100%
UAB HomeToGo Technologies
Kaunas, Lithuania
100%
UAB HomeToGo Technologies Vilnius
Vilnius, Lithuania
100%
Mertus 288. GmbH
Berlin, Germany
100%
HS Holiday Search GmbH
Berlin, Germany
100%
Feries S.r.l.
Milan, Italy
100%
Escapada Rural S.L.
Barcelona, Spain
100%
HOMETOGO INTERNATIONAL, INC.
Wilmington, Delaware, USA
100%
Smoobu GmbH
Berlin, Germany
100%
Mapify UG (haftungsbeschränkt)
Kassel, Germany
100%
Please refer to note 6 - Business Combinations and other acquisitions for additions to the scope of
consolidation during the year 2021 and 2020.
4 - Summary of significant accounting policies
a)Current versus non-current classification
HTG classifies assets and liabilities by maturity. They are classified as current in the consolidated statement of
financial position if they mature within one year. Deferred tax liabilities and assets are consistently presented
as non-current in the consolidated statement of financial position.
b)Foreign currency translation
HTG’s consolidated financial statements are presented in Euro, which is the functional and presentation
currency of the Company and its subsidiaries. For each entity, the Group determines the functional currency
and items included in the financial statements of each entity are measured using that functional currency.
Functional currency is defined as the currency of the primary economic environment in which each entity
operates.
1
Any transactions denominated in foreign currencies are translated at the exchange rates prevailing on the date
of transaction. Balance sheet items denominated in foreign currencies are translated at the closing rate for
each reporting period, with resulting translation differences recognized within the consolidated statement of
profit or loss and comprehensive income.
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
reporting currency as follows:
•assets and liabilities for each balance sheet presented are translated at the closing rate at the date of
that balance sheet
•income and expenses for each statement of profit or loss and statement of comprehensive income are
translated at average exchange rates (unless this is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions), and
•all resulting exchange differences are recognized in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities,
and of borrowings are recognized in other comprehensive income. When a foreign operation is sold or any
borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified
to profit or loss, as part of the gain or loss on sale.
c)Profit or loss structure
HTG uses a cost of revenue structure to present its revenues and expenses by function. See section 9 and the
following paragraph for further explanations about the content in the different profit or loss line items.
d)Revenue recognition
HTG applies IFRS 15 Revenue from Contracts with customers. The standard establishes principles for reporting
information to users of financial statements, about the nature, amount, timing and uncertainty of revenue and
cash flows arising from an entity’s contracts with customers. Management applies the five-step model
according to IFRS 15 when determining the timing and amount of revenue recognition.
HTG operates a marketplace for alternative accommodations that connects millions of travelers searching for a
perfect place to stay with thousands of inventory suppliers across the globe. HTG generates revenue through
the following main revenue types:
•Cost per Action (“CPA”): CPA is the largest revenue stream, whereby HTG receives a percentage-based
commission for successful on- or offsite booking referrals, which facilitate a stay. Depending on the
contractual terms with the respective partner, the revenue for HTG is either calculated as percentage of
the commission or as percentage of the booking value (sometimes called revenue share).
•Cost per Click (“CPC”) HTG receives a fixed commission based on every successful referral click.
•Cost per Lead (“CPL”): HTG receives a fixed commission based on every successful referral inquiry (lead).
•Subscriptions and Services are related to subscription-based revenue from partners who can use the
platform for listing of their rental objects over a determined period and are generated mainly by the
foreign entities in Italy and Spain.
CPA transactions are commission-based revenues where the Partner compensates HTG for facilitating bookings
that resulted in a stay of the traveler. HTG is acting as an agent in either scenario as described above. The
Company considers its Partners, in particular online travel agencies (“OTAs”), or the rental property owners and
managers to be its customers. Only the CPA contracts and the specific bookings taken together would
constitute a contract under IFRS 15. Typically, these bookings are cancellable at any time. The contracts with
the OTA partners stipulate that HTG only earns CPA for bookings that facilitate a stay. Furthermore, for the
majority of contracts the payment claim of HTG only comes into existence once the check-in of the traveler has
occurred. HTG also engages in a multitude of post-booking activities that facilitate the check-in (hence the stay
of the traveler), e.g. customer support for the traveler. These activities are not distinct from each other and are
not separate performance obligations. It is therefore management’s judgement to define the single
performance obligation of the Group’s CPA transactions as ‘successful booking’ which facilitates a stay.
Therefore, the revenues for CPA transactions are recognized at the same point in time as the check-in date of
8
the traveler when HTG’s performance obligation is satisfied. Payments received from OTA partners for
bookings where check-in has not occured yet are recognized as contract liabilities.
For CPC or CPL transactions, HTG receives a fixed commission based on every successful inquiry or referral click.
As opposed to CPA transactions, each click or inquiry initiated by the traveler through the HTG platform with
referral to the partner website is considered a distinct promised service. HTG has an enforceable payment
claim based on the monthly click volume and is not subject to cancellation or similar risks. Therefore, the
‘simple referral’ through CPC meets the criteria of a performance obligation which is satisfied at a point in time
i.e. with the click through the partner website. HTG recognizes the revenue for CPC at the corresponding click
date.
In HTG’s subscription contracts, property managers or owners pay in advance for Software as a Service ("SaaS")
and online advertising services related to the listing of their properties for rent over a fixed period, which is
usually one year. As the performance obligation is the SaaS or listing service and is provided to the property
manager/owner over time of use (SaaS) or the life of the listing period, the subscription revenues are
recognized on a straight-line basis over the time of use (SaaS) or listing period respectively. Amounts received
as prepayment are recognized as contract liabilities.
Variable consideration might occur in the form of performance-based bonuses with respect to revenue based
on bonus agreements that can be agreed for CPL and CPA transactions. HTG includes variable consideration
estimated in the transaction price only to the extent that it is highly probable that a significant reversal in the
amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable
consideration is subsequently resolved.
e)Intangible assets and goodwill
Following initial recognition, intangible assets are carried at cost less any accumulated amortization and
accumulated impairment losses, if any. The useful life of intangible assets is assessed as either finite or
indefinite. Refer to Note 19 - Intangible assets and goodwill for further details regarding the carrying amount of
HTG’s intangible asset balances and to Note 6 - Business Combinations and other acquisitions with respect to
information on goodwill and intangible assets resulting from business combinations.
Intangible assets with a finite useful life
Intangible assets with a finite useful life consist of licenses, trademarks and domains, customer relationships,
order backlog and internally generated software.
In accordance with IAS 38, development costs that are directly attributable to the design, coding and testing of
identifiable software modules controlled by the Group are recognized as intangible assets where the following
criteria are met: 1) It is technically feasible to complete the software so that it will be available for use, 2)
management intends to complete the software and use or sell it, 3) there is an ability to use or sell the
software, 4) it can be demonstrated how the software will generate probable future economic benefits, 5)
adequate technical, financial and other resources to complete the development and to use or sell the software
are available, 6) and the expenditure attributable to the software during its development can be reliably
measured. Directly attributable costs that are capitalized as part of the software include employee costs and
other directly attributable costs. Software maintenance costs are recognized as an expense incurred.
Intangible assets with a finite life are amortized over their estimated useful life on a straight-line basis and
assessed for impairment whenever there is an indication that the intangible asset may be impaired. The
amortization period and the amortization method of intangible assets with a finite useful life are reviewed at
least annually, with any changes treated as changes in accounting estimates. Changes in the expected useful
life or the expected pattern of consumption of the assets’ future economic benefits are considered when
assessing the amortization method and useful life of the asset.
9
The estimated useful lives are as follows:
Asset type
Estimated useful life
Software and licenses
3 to 5 years
Trademarks
3 to 15 years
Customer relationship
10 years
Order backlog
1 year
Internally generated software
3 to 7 years
Goodwill
indefinite
Goodwill
HTG’s goodwill originated from the acquisitions of Feries, Casamundo, Escapada Rural and Smoobu in 2018,
2019 and 2021 and represents the difference between the purchase price and the net identifiable assets
acquired at fair value. Refer to Note 6 for further details.
Goodwill is not amortized but reviewed for impairment at least annually. Refer to accounting policy on business
combination and goodwill in section q).
f)Property, plant and equipment
Property, plant and equipment is stated at historical cost, net of accumulated depreciation and accumulated
impairment losses, if any. Historical cost includes any expenditures that are directly attributable to the
acquisition of the asset, including costs incurred to prepare the asset for its intended use.
Property, plant and equipment is depreciated on a straight-line basis over each asset’s expected useful life.
Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted
prospectively, if appropriate.
HTG applies the following useful lives when estimating depreciation of property and equipment:
Asset type
Estimated useful life
Leasehold improvements
2 to 15 years
Other equipment and office equipment
2 to 13 years
Leasehold improvements are amortized over the shorter of the underlying lease or the expected useful life of
the asset.
All repair and maintenance costs are expensed when incurred.
HTG assesses property, plant and equipment for impairment whenever there is an indication of potential
impairment.
g)Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at inception. The arrangement is, or contains, a lease if fulfillment of the arrangement is
dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or
assets, even if that right is not explicitly specified in an arrangement. HTG assesses at the inception of the
contract whether the contract is or contains a lease.
HTG’s leases consist of real estate, car leasing and distinct server leases. Lease terms are negotiated on an
individual basis and may contain a range of different terms and conditions. Lease contracts may be negotiated
for fixed period or include extension options.
To determine the lease terms, all facts and circumstances which offer economic incentives to exercise
extension options are included. If it is reasonably certain that a lease term will be extended, the related
extension option is included. The lease terms include fixed payments as well as variable payments that depend
on an index or rate.
10
Management of HTG reviews the contractual and current market conditions individually when determining
whether an extension option is reasonably certain to be exercised.
The lease liability is measured at the date of commencement of the lease as the present value of the expected
lease payments. To determine the present value, HTG discounts the remaining lease payments with the
incremental borrowing rate of the lessee. The incremental borrowing rate is the interest rate that HTG would
have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of
a similar value to the right-of-use asset as the underlying lease agreement in a similar economic environment.
Right-of-use assets are measured at cost at the date of commencement of the lease. The cost is comprised of
the initial lease liability measurement and any lease payments made before the commencement date, less any
lease incentives received and estimated cost of dismantling and removing the underlying asset incurred by the
lessee.
Right-of-use assets are presented in the balance sheet as part of property, plant and equipment.
After the commencement date, HTG measures right-of-use assets at cost less accumulated depreciation and
any accumulated impairment losses.
For subsequent measurement, the carrying amount of the lease liability is increased to reflect the interest on
the lease liability and reduced to reflect the lease payments made. The finance expenses associated with the
lease term are recognized in the consolidated statement of profit or loss and other comprehensive income over
the lease term.
No impairment losses have been identified on HTG’s right-of-use assets in 2021 and 2020.
HTG elected to apply an exemption for low value leases and short-term leases in accordance with IFRS 16. Low
value leases are leases with contract amounts below EUR 5 thousand. Short-term leases relate to lease
agreements with a lease term of less than 12 months. Lease payments associated with low value leases and
short-term leases are expensed on a straight-line basis over the lease term. Accordingly, no right-of-use assets
or lease liabilities are recognized for low value and short-term leases.
h)Impairment of non-financial assets
HTG assesses whether an asset may be impaired at each reporting date. If any indication of impairment exists,
or when annual impairment testing for such an asset is required, HTG estimates the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal or its
value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets. When the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and written down
to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset.
HTG does not use the fair value less costs of disposal method when assessing the recoverable amount of its
non-financial assets.
HTG bases its impairment calculation on detailed budgets and forecasted cash flows. Impairment losses are
recognized in the consolidated statement of profit or loss and other comprehensive income in expense
categories consistent with the function of the impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognized impairment losses no longer exist or has decreased.
If such indication exists, HTG estimates the asset’s or CGU’s recoverable amount.
Financial instruments - Initial recognition and subsequent events
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value
through other comprehensive income (OCI), and fair value through profit or loss.
11
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and HTG’s business model for managing them. With the exception of trade receivables that do
not contain a significant financing component or for which the Group has applied the practical expedient, HTG
initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for
which HTG has applied the practical expedient are measured at the transaction price.
In order for a financial asset to be classified and measured at amortized 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 referred to as the SPPI test and is performed at an instrument level. Financial
assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss,
irrespective of the business model.
HTG’s business model for managing financial assets refers to how it manages its financial assets in order 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 classified and measured at amortized cost are
held within a business model with the objective to hold financial assets in order to collect contractual cash
flows while financial assets classified and measured at fair value through OCI are held within a business model
with the objective of both holding to collect contractual cash flows and selling.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
•Financial assets at amortized cost (debt instruments)
•Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
•Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments)
•Financial assets at fair value through profit or loss (equity instruments, money market funds).
Financial assets at amortized cost (debt instruments)
Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are
subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized,
modified or impaired.
In the case of a financial asset not at fair value through profit or loss (FVTPL), financial assets are measured at
amortized cost and include trade and other receivables and other financial assets.
Financial assets at fair value through profit or loss (equity instruments)
The group subsequently measures all equity investments at fair value. Changes in the fair value of financial
assets at FVTPL, in particular to investments in money market funds, are recognized in profit or loss in the
period in which it arises.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
derecognized (i.e., removed from HTG’s consolidated statement of financial position) when:
•The rights to receive cash flows from the asset have expired
Or
•HTG 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) HTG has transferred substantially all the risks and rewards of the asset, or (b) HTG has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of
the asset.
When HTG has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it
has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred
control of the asset, HTG continues to recognize the transferred asset to the extent of its continuing
involvement. In that case, HTG also recognizes an associated liability. The transferred asset and the associated
liability are measured on a basis that reflects the rights and obligations that HTG has retained.
12
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that HTG could be
required to repay.
Impairment
HTG recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value
through profit or loss, if the exposure is material. For trade receivables, HTG applies a simplified approach in
calculating ECLs. Therefore, HTG does not track changes in credit risk, but instead recognizes a loss allowance
based on lifetime ECLs at each reporting date if the exposure is material. HTG has established a provision
matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 180 days past due. However, in
certain cases, HTG may also consider a financial asset to be in default when internal or external information
indicates that HTG is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by HTG. A financial asset is written off when there is no reasonable expectation
of recovering the contractual cash flows.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and other
payables, net of directly attributable transaction costs.
HTG’s financial liabilities include trade and other payables, as well as loans and borrowings including bank
overdrafts.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
•Financial liabilities at fair value through profit or loss
•Financial liabilities at amortized cost
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the
near term.
Gains or losses on liabilities held for trading are recognized in the statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the
initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any
financial liability as at fair value through profit or loss.
Financial liabilities at amortized cost
This is the most relevant category to HTG. After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or
loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit
or loss.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
13
the derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognized in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement
of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is
an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants as of the measurement date in the principal or, in its absence, the
most advantageous market to which HTG has access at that date. The fair value of a liability reflects its non-
performance risk.
A number of HTG’s accounting policies and disclosures require the measurement of fair value for both financial
liabilities. HTG measures the fair value of an instrument using the quoted price in an active market for that
instrument, if such price is available. A market is regarded as ‘‘active’’ if transactions for the asset or liability
take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then HTG uses valuation techniques that maximize the use of
relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique
incorporates all factors that market participants would take into account in pricing a transaction.
In connection with management judgement about the fair value measurement, the Group involves an
independent external valuation expert, who uses appropriate valuation techniques, and determines the fair
value of assets and liabilities.
Based on the input parameters used for valuation the fair values have to be assigned to one of the following
levels of the fair value hierarchy:
•Level 1: Quoted (unadjusted) market prices in active markets for identical assets and liabilities,
•Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices), and
•Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs).
i)Convertible loans and embedded derivatives
Convertible loans are subject to split accounting. The loan is initially measured at their fair value and
subsequently at amortized cost using the effective interest rate method, or at the reporting date fair value with
the change being reflected through profit or loss.
The fair value of the embedded derivatives in HTG’s convertible loans, if separable, is deducted from the
issuance proceeds of the loan and treated as a financial liability at initial recognition. The difference between
the fair value of the entire instrument and the fair value of the embedded derivative is the fair value of the host
contract of the loan (without conversion right). Transaction costs are deducted from the fair value of the host
contract. The host contract of the loan is subsequently measured at amortized cost until extinguished on
conversion or maturity of the loan. The embedded derivative is recognized as a derivative financial liability and
subsequently measured at fair value through profit or loss.
j)Provisions
HTG recognizes provisions when it has a present obligation, legal or constructive, as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present
value of management´s best estimate of the expenditure required to settle the present obligation at the end of
the reporting period. The increase in provision due to the passage of time and unwinding of the discount rate is
recognized as finance expenses.
14
k)Income taxes
Current income taxes
Current income tax is the expected tax payable or receivable based on the taxable income or loss for the period
and the tax laws that have been enacted or substantively enacted as of the reporting date. Management
periodically 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. In case of uncertainties related to income taxes, they are accounted for in accordance
with IFRIC 23 and IAS 12 based on the best estimate of those uncertainties.
HTG establishes tax liabilities based on expected tax payments. Liabilities for trade taxes, corporate taxes and
similar taxes on income are determined based on the taxable income of the consolidated entities less any
prepayments made. Calculation of tax liabilities is based on the recent tax rates applicable in the tax jurisdiction
of HTG.
Deferred taxes
Deferred taxes are recognized on temporary differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable income and are
accounted for using the balance sheet-liability method.
Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets
are recognized to the extent that it is probable that taxable income will be available against which deductible
temporary differences can be utilized.
However, deferred tax liabilities are not recognized if the temporary difference arises from goodwill.
Furthermore, deferred tax assets and deferred tax liabilities are not recognized if the temporary difference
arises from the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither taxable income, nor the accounting profit.
Current and deferred tax is charged or credited in the consolidated statement of profit or loss and other
comprehensive income, except when it relates to items charged or credited directly to equity, in which case the
current or deferred tax is also recognized directly in equity.
Deferred tax assets and liabilities are calculated using tax rates expected to be in place in the period of
realization of the associated asset or liability, based on tax rates and tax laws that have been enacted or
substantively enacted by the end of the reporting period in the respective jurisdiction.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be
recovered.
l)Earnings (Loss) per share
HTG Group presents earnings (loss) per share data for its ordinary shares. Basic earnings (loss) per share is
calculated by dividing the net income of the period by the weighted average number of ordinary shares
outstanding during the period. HTG Group only issued ordinary shares according to IAS 33, all of which are
outstanding, because all share classes are subject to the same dividend entitlement with regard to the earnings
for the period. The potential ordinary shares were not taken into account, because the effect on loss per share
would have been antidilutive. The weighted average number of shares is calculated from the number of shares
in circulation at the beginning of the period adjusted by the number of shares issued during the period and
multiplied by a time-weighting factor. The time-weighting factor reflects the ratio of the number of days on
which shares were issued and the total number of days of the period.
m)Segment reporting
An operating segment is a component of HTG that engages in business activities from which it may earn
revenues and incur expenses and for which discrete financial information is available and used by the Chief
Operating Decision Maker (“CODM”) to make decisions around resource allocation and review operating
results of HTG. HTG identified the CEO of the Company as the CODM and operates under only one operating
segment and therefore the consolidated financial information represents the segment reporting.
15
n)Share-based compensation
The Group granted remuneration in the form of share-based payments, whereby management and employees
render services as consideration for equity instruments of the Group (equity-settled transactions).
The measurement of equity-settled transactions is determined by the fair value at the date when the grant is
made using an appropriate valuation model in accordance with IFRS 2. Costs are recognized within profit or loss
together with a corresponding increase in equity (share-based payment reserves), over the period in which the
service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative
expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the
extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period
represents the movement in cumulative expense recognized as at the beginning and end of that period. Service
and non-market performance conditions are not taken into account when determining the grant date fair value
of awards, but the likelihood of the conditions being met is assessed as part of HTG’s best estimate of the
number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service
requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value
of an award and lead to an immediate expensing of an award unless there are also service and/or performance
conditions. No expense is recognized for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting condition, the
transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied,
provided that all other performance and/or service conditions are satisfied. When the terms of an equity-
settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified
award, provided the original vesting terms of the award are met. An additional expense, measured as at the
date of modification, is recognized for any modification that increases the total fair value of the share-based
payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or
by the counterparty, any remaining element of the grant date fair value of the award is credited immediately
through profit or loss.
The Group sometimes engages in share-based payment transactions to acquire goods or services from parties
other than employees. The goods or services received in exchange for shares should be measured at the fair
value of those goods or services. It is presumed that the fair value of goods or services can be measured reliably
in the case of transactions with parties other than employees. If this presumption is rebutted, the fair value is
measured indirectly by reference to the fair value of the equity instruments granted as consideration.
Employee services or unidentifiable goods or services are measured indirectly at the date on which the equity
instruments are granted. The fair value is not subsequently re-measured after the grant date.
o)Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all
attached conditions will be complied with. When the grant relates to an expense item, it is recognized as
income on a systematic basis over the periods that the related costs, for which it is intended to compensate,
are expensed. The Group has chosen to present grants related to an expense item as other operating income in
the statement of profit or loss and other comprehensive income.
p)Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred, which is measured at acquisition date fair value. Acquisition-
related costs are expensed as incurred and included in General and administrative expenses.
The Group determines if a transaction is to be accounted for as a business combination, using the
concentration test and by determining that it has acquired a business when the acquired set of activities and
assets include an input and a substantive process that together significantly contribute to the ability to create
outputs. The acquired process is considered substantive if it is critical to the ability to continue producing
outputs, and the inputs acquired include an organized workforce with the necessary skills, knowledge, or
experience to perform that process or it significantly contributes to the ability to continue producing outputs
and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability
to continue producing outputs.
16
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition
date. Contingent consideration classified as an asset or liability that is a financial instrument and within the
scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognized in the
statement of profit or loss in accordance with IFRS 9.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and
any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of
the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether
it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures
used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an
excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is
recognized in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose
of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to
the group of cash-generating units. The allocation is made to those cash-generating units or groups of cash-
generating units that are expected to benefit from the business combination in which the goodwill arose. The
units or groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes, being the operating segments. HTG comprises one segment with four CGUs. HTG
management identifies the acquired businesses HTG, Feries, Escapada Rural and Smoobu as separate CGUs for
the purpose of testing assets, other than goodwill, for impairment. Casamundo became part of the existing
HTG CGU. Goodwill is tested for impairment on the basis of the three combined CGUs since this is the lowest
level at which management captures information for internal management reporting purposes about the
benefits of goodwill.
Impairment losses relating to goodwill cannot be reversed in future periods.
Where goodwill has been allocated to a cash-generating unit or group of cash-generating units and part of the
operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the
carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these
circumstances is measured based on the relative values of the disposed operation and the portion of the cash-
generating units retained.
5 - New and revised standards
a)New and revised standards and interpretations applied for the first time
HTG has applied all IFRS Standards applicable as of December 31, 2021 to the extent these have an impact on
the consolidated financial statements.
b)New and revised standards issued, but not yet effective
At the date of authorization of these financial statements, HTG has not applied the following new and revised
IFRS standards that have been issued, but are not yet effective:
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New or revised standards – endorsement completed
Effective date
IFRS 3 (A) Business Combinations
January 1, 2022
IAS 16 (A) Property, Plant and Equipment
January 1, 2022
IAS 37 (A) Provisions, Contingent Liabilities and Contingent Assets
January 1, 2022
Annual Improvements 2018-2020
January 1, 2022
IFRS 17 Insurance Contracts
January 1, 2023
(A) Amendment
New or revised standards – endorsement outstanding
Effective date
IAS 1 (A) Presentation of Financial Statements: Classification of Liabilities as Current or Non-
current
January 1, 2023
IAS 1 (A) Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting policies
January 1, 2023
IAS 8 (A) Accounting Policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates
January 1, 2023
IAS 12 (A) Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
January 1, 2023
(A) Amendment
From the standards listed above the only amendments expected to have an impact on the reported assets and
liabilities and net income of HTG are the one listed below.
The IAS 12 (A) could have an impact on the recognition of deferred tax liabilities and assets from rights of use
assets and lease liabilities in the future. So far, the exemption for the initial recognition of a deferred tax
resulting from the recognition of a rights of use asset and lease liability according to IAS 12.15 has been availed,
which will not be possible anymore.
IFRS 16 (A) for COVID-19-related rent concessions could have an impact in the future since HTG Group holds
several office leases which might be subject to future concessions. The given concessions would be treated as
variable payments and deducted from expenses and lease liability.
The impact on the consolidated financial statements from the amendments to IAS 1 is not considered to be
material.
6 - Business Combinations and other acquisitions
Smoobu GmbH
On March 1, 2021, HS Holiday Search GmbH, a wholly-owned subsidiary of HTG, acquired 100% of the shares of
Smoobu GmbH (“Smoobu”) for EUR 18.5 million in cash. The purchase price of EUR 18.5 million consists of a
fixed price in the amount of EUR 19.0 million in cash less working capital adjustments of EUR 0.5 million. Of the
purchase price, EUR 13.5 million were paid by the closing date and deferred consideration of EUR 5.0 million is
not due until March 2022 and bears no interest.
Smoobu is a provider of all-in-one vacation rental management software. It was acquired as part of the
Software as a Service (“SaaS”) strategy to enhance the whole supply-side with technology solutions. In addition,
the subscription model contributes to the group with a positive EBITDA.
18
The final allocation of the consideration to assets and liabilities assumed as of March 1, 2021 as part of the
business combination is shown in the following table:
(in EUR thousands)
Fair Value
Cash
299
Intangible assets: trademarks
1,849
Intangible assets: customer relationships
2,328
Intangible assets: software
2,428
Trade receivables
135
Other assets
163
Net deferred tax liability
(1,643)
Other liabilities
(1,689)
Net identifiable assets acquired
3,870
Add: goodwill
14,664
Net assets acquired
18,534
A total deferred tax liability of EUR 1.6 million was recognized based on the local tax rate of 30.2% and net of
deferred tax assets for tax losses carried forward of EUR 352 thousand, which are not yet expired due to the
transaction. No additional liabilities were identified. The goodwill recognized as part of the business
combination relates to platform synergy effects and the entity’s market position within the subscription
business. It will not be deductible for tax purposes.
The fair value of acquired trade receivables is EUR 135 thousand and equals the gross contractual amount for
trade receivables due less loss allowance.
Acquisition-related costs of EUR 269 thousand are included in General and administrative expenses in the
consolidated statement of or loss and other comprehensive loss.
T he acquired business contributed revenues of EUR 3.1 million and net loss of EUR 0.8 million to HTG for the
period from March 1, 2021 to December 31, 2021. If the acquisition had occurred on January 1, 2021,
consolidated pro-forma revenue and net loss for the Group for the financial year 2021 would have been EUR
95.3 million and EUR 166.6 million respectively. These amounts have been calculated using the subsidiary’s
results and adjusting them for:
•differences in the accounting policies between the group and the subsidiary, and
•the additional depreciation and amortization that would have been charged assuming the fair value
adjustments to intangible assets had applied from January 1, 2021, together with the consequential
tax effects.
The composition of the consideration and the impact on the Statement of Cash Flows can be derived from the
following table:
(in EUR thousands)
March 1, 2021
Cash paid
13,534
Deferred consideration
5,000
Total purchase consideration
18,534
Cash and cash equivalents acquired
299
As a result of the above transaction, the Group’s goodwill increased by EUR 14.6 million from EUR 25.7 million
at December 31, 2020 to EUR 40.3 million at December 31, 2021.
Mapify UG (haftungsbeschränkt)
Mapify UG (haftungsbeschränkt) (“Mapify”) was active in operating a community-backed travel website and
was in the process of winding down. On May 31, 2021, HTG agreed to issue to the sellers 63 virtual shares from
the Company's Virtual option plans at a strike price of EUR 3,783. The virtual shares are granted and fully
vested immediately and represent the only consideration for Mapify. No employees were taken over.
Furthermore, no established processes were continued. The transaction does not qualify as a business
combination. IFRS 3 is therefore not applicable and the cost of an intangible asset or services acquired for
19
shares is measured in accordance with IFRS 2 and classified as equity settled. The identified service is marketing
and influencer content from the Mapify community. Since the business of Mapify only generated immaterial
revenues, the acquired trademark has no value and thus is not recognized as an intangible asset. The grant date
fair value of the 63 granted and fully vested virtual shares amount to EUR 172 thousand and is recognized
under marketing and sales expenses. All 63 virtual shares were exercised as part of the Business Combination
as further described below.
de-SPAC transaction
HomeToGo SE was originally known as Lakestar SPAC I SE (“Lakestar SPAC”), a Special Purpose Acquisition
Company with the objective of acquiring a European late-stage growth company in the technology sector with
the funds raised from private placements. Lakestar SPAC was listed on the Frankfurt Stock Exchange on
February 22, 2021.
On July 14, 2021, HomeToGo GmbH (“HTG”) and Lakestar SPAC entered into a Business Combination
Agreement (“BCA”) whereby Lakestar became the legal parent company of HTG, and its direct and indirect
subsidiaries, for a contribution and exchange of HTG shares for new public shares ("Class A Shares") that is
hereinafter also referred to as “the Transaction”. On September 21, 2021 the Transaction was closed (the
“Closing”) and Lakestar SPAC changed its name to HomeToGo SE.
The Transaction has been accounted for as a capital reorganization, whereby Lakestar SPAC was treated as the
acquired company and HTG as the acquirer. Operations prior to the Business Combination are those of HTG
and the historical financial statements of HTG became the historical financial statements of the combined
entity, upon the consummation of the Transaction. Accordingly, the consolidated statement of Profit or Loss for
the year ended December 31, 2021 includes the transactions of HomeToGo SE starting from the date of the
Closing of the Transaction.
Pursuant to the Closing several transactions occurred:
•Lakestar SPAC entered into subscription agreements with investors (the “PIPE Investors”) in a Private
Investment in Public Equity transaction (the “PIPE Financing”) in the aggregate amount of EUR 75
million. In return for their investment, the PIPE Investors received a total of 7,500,000 additional
Lakestar SPAC Class A Shares.
•Under HTG’s convertible loan agreements, the HTG Lenders had granted and disbursed loans to HTG in
an aggregate principal amount of EUR 104.6 million. The resulting convertible loans of EUR 108.6
million (including accrued interest) and the derivatives of EUR 37.6 million classified as a liability and
bifurcated at initial recognition were converted into 18,438 HTG shares. In addition, pursuant to the
Convertible Loan Agreement 2018, under certain conditions, PG HoldCo, Inc., (in this context the
“Earn-Out Subscriber”) was entitled to subscribe for further 1,290 HTG shares. Following an
amendment agreed between the lenders and the Earn-Out Subscriber, the HTG shares were
subsequently exchanged for Lakestar SPAC Class A Shares.
•HTG Virtual Stock Options Plan ("VSOP") holders accepted the HomeToGo VSOPs Amendment,
provided for in the BCA, under which the Transaction qualifies as an exercise event and pursuant to
which all vested and exercisable virtual options were exercised in connection with the Business
Combination. The exercise was fulfilled via a cash payment equal to 50% of the VSOP claim, to cover
estimated relevant tax obligations, and newly issued Class A Shares in Lakestar SPAC equal to the
remaining 50% of the VSOP claim divided by a price of EUR 10.00 per share, irrespective of the actual
share price of the Public Shares at the time of the delivery. Outstanding virtual options not vested and
exercisable as of the Transaction closing will vest and become exercisable to the same conditions and
will be settled in Class A Shares upon future exercise by the option holder. See Note 31 - Share-based
payments for further information.
The acquisition of Lakestar SPAC is not identified as a business combination according to IFRS 3 since Lakestar
SPAC itself was a shell company with no business. Instead, the transaction is considered being similar to a
reverse acquisition under IFRS 3 and falls within the scope of IFRS 2 with Lakestar SPAC providing HTG GmbH
with the service of making HTG public ("listing service"). As at Closing date, the fair value of HTG GmbH’s shares
and warrants that were deemed to be issued to Lakestar SPAC amounted to EUR 235.7 million, based on the
initial closing price of shares and warrants of HTG SE according to the table below. As a result, Class A Warrants
issued by Lakestar SPAC and not redeemable are reclassified as equity instruments under IFRS 2. In return, HTG
received Lakestar SPAC’s listing service and its net assets which mainly consisted of remaining cash net of
20
redemptions and liabilities related to the warrants of EUR 165.3 million, resulting in a total non-cash listing
service expense of EUR 70.4 million to General and administrative expenses:
Fair Value in EUR million
Class A Shares (19.8 million shares at € 8.98 per share)
177.6
Class A Warrants (9.2 million warrants at € 0.8 per warrant)
7.3
Class B2 Shares (2.3 million shares at € 8.45 per share)
19.4
Class B3 Shares (2.3 million shares at € 8.23 per share)
18.9
Class B Warrants (5.3 million warrants at € 2.34 per warrant)
12.5
HTG GmbH's shares and warrants deemed issued
235.7
Less:
Lakestar SPAC's net assets
165.3
IFRS 2 non-cash listing service expense
70.4
The expense for the warrants was determined on the basis of the fair value at the date of the Transaction. The
fair value was derived by applying the Black-Scholes option pricing model where the expected volatility was
derived from the historical volatility of peer group companies and based on historical stock returns adjusted by
individual leverage ratios.
Lakestar SPAC’s net assets at Closing September 21, 2021 (proceeds of EUR 75.0 million from PIPE financing not
included):
Fair Value in EUR million
Cash
272.1
Redemption payable
(100.6)
Advances from Sponsors to be repaid
(2.2)
Accruals and trade creditors
(4.0)
Net assets
165.3
As part of the public share offering a total of 10.1 million shares with an agreed price of EUR 10 were redeemed
and are currently held as treasury shares. The redemption payable of EUR 100.6 million was still outstanding at
Closing, but has been paid subsequently prior to December 31, 2021.
After all redemptions the resulting ownership structure was as follows:
Ownership in shares
Equity %
HomeToGo Investors
80,793,077
69
Lakestar SPAC Public Shareholders
17,437,338
15
Lakestar SPAC Founders
6,927,628
6
VSOP Holders
4,210,905
4
PIPE Investors
7,500,000
6
116.868.948
100
As part of the recapitalization HTG GmbH’s share capital was exchanged for shares in Lakestar of EUR
1,551,227, being the 80.8 million shares, shown in the table above, at a par value of EUR 0.0192. This capital
reorganization was shown as an increase within share capital by EUR 1.4 million from the old share capital (par
value of EUR 1) before Closing of EUR 112,951 by reducing share premium. HTG Group has decided not to
adjust the share capital in the comparatives and to show the capital reorganization only in the current financial
year.
A total of EUR 1.8 million were capitalized within equity as transaction costs resulting from the de-SPAC
transaction.
SECRA GmbH and SECRA Bookings GmbH
21
On August 23, 2021 HS Holiday Search GmbH acquired shares in SECRA GmbH and in SECRA Bookings GmbH
(together “SECRA”) which led to an ownership of 19% in each entity. The consideration payable for SECRA
GmbH was EUR 3.0 million and for SECRA Bookings GmbH EUR 190 thousand. Thereof EUR 3.1 million have
been paid and EUR 150 thousand being a holdback amount will be due the following year.
Both acquisitions are accounted for under IFRS 9 as investments at fair value through profit and loss. With the
signing of the sales and purchase agreement and the additional shareholders' agreement HTG also obtained
the call option to acquire the remaining 81% of SECRA in two years time at its fair market value at the time of
exercise. Furthermore, HTG also obtained a perpetual put option to sell all acquired shares at a price of EUR 1
back to SECRA. The sellers obtained a perpetual call option to buy back the shares held by HTG at the same
conditions of previous transfers as well as the right of offer which gives the Seller the option to offer the 81% of
shares to HTG. Please refer to note 22 - Other financial assets (current and non-current) for further information
regarding the investment.
7 - Critical accounting judgments and key estimates and assumptions
The preparation of HTG’s consolidated financial statements in accordance with IFRS requires management to
make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying note disclosures and the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods.
Estimates and underlying assumptions are subject to continuous review.
Below is a summary of the critical measurement processes and the key assumptions used by management in
applying accounting policies with regard to the future, and which could have significant effects on carrying
amounts stated in the consolidated financial statements, or for which there is a risk that significant
adjustments may be made to the carrying amount of assets and liabilities in subsequent years.
a)Critical accounting judgements
Classification of Class A and B Warrants
As part of the SPAC transaction HTG took over public warrants which were issued by Lakestar SPAC prior to the
Transaction that is treated as an equity-settled share-based payment arrangement under IFRS 2, rather than a
financial liability under IFRS 9. Public warrants are classified under IFRS 2 as equity since they are considered
part of the issuance of equity instruments to acquire Lakestar SPAC. Since the exercise period after the closing
of the SPAC transaction has lapsed whereby the warrant holders were able to redeem their warrants for cash,
the Group assessed that there is no potential present obligation to settle in cash. In addition, through public
communications and publications warrant holders should not expect to be able to redeem the warrants in cash
nor does the Group have any established history of settlement of these instruments in cash.
The classification of warrants of this kind has been submitted to regulators of the IFRS Interpretations
Committee ("IFRS IC") for clarification. This committee will have its first deliberations in March 2022.
Depending on the outcome of the IFRS IC’s deliberations, HTG may need to change its accounting policy and
retrospectively change its accounting for the de-SPAC when a final agenda decision is available. If warrants are
considered to be acquired they would continue to be financial liabilities. The IFRS 2 listing service expense
would not change.
Internally generated intangible assets
For individual software modules, management sometimes applies judgement to determine the point in time
where research can be separated from development activities. In connection with management judgement
about the future economic benefit of software modules, the Group uses assumptions regarding the future
performance of the software modules concerned and their implications on the Group's business activities.
Government Grants
In 2020, HTG received governments grants recognized as income for investment in new employments. The
granting of subsidies is subject to the condition that investments are made in permanent jobs and that the
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payroll exceeds a certain amount in the grant period from August 19, 2019 to February 18, 2023. The
management of HTG assumes that the conditions of reaching a certain level of personnel-related expenses are
and will be met with reasonable assurance. Therefore, HTG recognized the full receivable amounting to EUR 1.9
million under the grant in 2020 from which EUR 0.5 million have been received and EUR 1.1 million recognized
as other income until December 31, 2021 from which EUR 0.7 million other income relate to the fiscal year
2021.
In 2021, HTG applied for a subsidy amounting to EUR 8.593 thousand as part of the Covid-19 aid by German
State for a defined period in 2020 and 2021 that is fully taxable, but does not need to be repaid. The decision
on the grant by the authority was received subsequent to December 31, 2021. Since the conditions for the
grant were at the time of balance sheet date the application HTG, considers that there was reasonable
assurance to receive the grant and recorded a receivable as of December 31, 2021. The gain from the grant is
presented in other income as well.
SECRA GmbH and SECRA Bookings GmbH
On August 23, 2021 HS Holiday Search GmbH entered into a sale and purchase agreement for 19 % of the share
capital in SECRA GmbH and SECRA Bookings. The additional shareholders' agreement provides for various
consent rights as well as informational rights. The Group is also holder of a call option to acquire all outstanding
shares in both companies at fair market value, that is currently not exercisable. The management of HTG
concludes that neither control, joint control nor a significant influence exists until December 31, 2021. The
Group is accounting for the investment under IFRS 9 in the category fair value through profit and loss.
AMIVAC SAS
On Oct. 27, 2021 the Group entered into a sale and purchase agreement ("SPA") for 100% of the shares in
AMIVAC for EUR 4.15 million. The closing date is January 1, 2022. As all rights granted for the period between
the signing of the SPA and Jan. 1, 2022 must be considered protective, the Group will only gain control over
AMIVAC SAS with the transfer of the shares on Jan. 1, 2022.
b)Key estimates and assumptions
Incremental borrowing rate
The incremental borrowing rate for lease accounting is determined based on interest rates from various
external financial data adjusted to reflect the terms of the lease and the nature of the leased asset. For
additional information with respect to extension options refer to Note 4.
Impairment of goodwill and trademark
At least annually, or when circumstances indicate a potential impairment event may have occurred, HTG
assesses whether its goodwill and trademark are impaired. The CGUs which resulted from the business
combinations were also tested for impairment with the COVID-19 pandemic being a triggering event. Key
assumptions used in HTG’s impairment assessments of these assets include forecasted cash flows of the
business, estimated discount rate, and future growth rates. Management uses internal and external data to
forecast these key assumptions. This includes consideration of any impact of the Covid-19 pandemic and of any
impact of the ongoing discussion about climate change. Refer to Note 19 - Intangible assets and goodwill.
Litigation
HTG Group has set up a provision for a litigation that could not be settled by the date the consolidated financial
statements of HTG Group were authorized for issue. The provision is measured using the calculated expected
value of a performed scenario analysis by weighing the possible scenarios with their probability. Due to the
inherent uncertainty of a litigation the possible financial risk might be higher than the expected value. Refer to
Note 26.
Covid-19 pandemic
23
Existing protective measures put in place in 2020, such as social distancing, the requirement to wear face masks
in public institutions, or contact restriction regimes are slowly being released across Europe. Despite the lifting
of these restrictions, there is still a possibility that the pandemic can resurface, for example, in the form of new
viral variants and due to the low efficiency of existing vaccinations against those variants. It can be estimated
that normalcy with unlimited travel will only be attainable in the medium term. HTG will continue to adapt
flexibly to any new development on short notice, as it has done since the epidemic began in 2020. As part of
the Covid-19 aids by German State HTG has applied for and received a grant of EUR 8.593 thousand that does
not need to be repaid.
Fair value determination for share-based payment arrangements and derivative financial
liabilities
Share-based payment arrangements
The Group has adopted an equity-settled share-based compensation plan, pursuant to which certain
participants are granted virtual shares of the Company. The grants made under this plan are accounted for in
accordance with the policy as stated in Note 31 - Share-based payments. The total amount to be expensed is
determined by reference to the fair value of the options granted, which is subject to estimates over time. The
fair value is measured at the date of grant using an Option Pricing model as further explained in Note 31 -
Share-based payments. Due to the lack of quoted market prices prior to the Transaction, the Group has
determined the fair value for the measurement of the equity-settled transactions at the grant date with
assistance of an external appraiser, considering certain assumptions relating to the volatility of stock price, the
determination of an appropriate risk-free interest rate and expected dividends. The share price input is based
on the company's valuation.
Embedded derivatives
Embedded derivatives resulting from the split accounting of convertible loans are measured at fair value, with
changes in those fair values being recognized in profit or loss. In order to value these various instruments, the
Company makes assumptions and estimates concerning variables such as discount rates, probability of a
qualifying event taking place and the fair value of the Company’s shares which includes assumptions in future
cash flows, discount rates, expected volatility and risk-free rate. The assumptions of future outcomes, and
other sources of estimation uncertainty concerning the determination of key inputs to the valuation models,
are based on management’s best assessment using the knowledge available, management’s historical
experiences as well as other factors that are considered to be relevant. The estimates and assumptions are
reviewed on an ongoing basis.
8 - Segment and geographic information
In line with the management approach, the operating segment was identified on the basis of HTG’s internal
reporting and how the CODM assesses the performance of the business. On this basis, HTG identifies as a single
operating and therefore the consolidated financial information represents the segment reporting.
Assets are not allocated to the business segment for internal reporting purposes.
In the reporting period two single customers accounted for more than 10% of HTG’s revenues:
Year ended December 31,
(in EUR thousands)
2021
2020
Customer 1
19,114
9,065
Customer 2
30,534
23,498
49,648
32,563
In prior year one additional customer accounted for more than 10% of the revenues.
Revenues from external customers can be attributed to the entity's country of domicile in the amount of EUR
30.9 million, 2020: EUR 20.3 million and t o all foreign countries in tota l EUR 63.9 m illion, 2020: EUR 45.5
million. Due to the reverse acquisition of HTG SE (formerly Lakestar SPAC) by HTG GmbH Germany is still
treated as the entity's country of domicile.
24
Non-current assets other than financial instruments and defer red tax assets located in the entity's country of
domic ile amounting to EUR 50.5 million, 2020: EUR 24.4 million and in all foreign countries amounting to EUR
34.6 million, 2020: EUR 33.6 million.
25
9 - Revenues
HTG recognizes its revenues as follows:
Year ended December 31,
(in EUR thousands)
2021
2020
Revenues recognized at a point in time
CPA
65,650
48,695
thereof
CPA onsite
31,523
14,382
CPA offsite
34,127
34,313
CPC and CPL
20,401
10,808
Other
—
654
Revenues recognized over time
Subscriptions
8,788
6,352
94,839
65,855
CPA onsite reflect revenues from bookings made directly on HTG platforms while CPA offsite revenues are
generated on Partner's platforms.
For CPA and CPC revenues, typically the payment occurs shortly after the performance obligation is satisfied.
However, a few customers paid in advance leading to a certain amount of fees which are presented under
contract liabilities. Subscription revenues are generally collected before the performance obligation is satisfied
over time leading to a high balance of contract liabilities, which is subsequently released over the performance
period.
The 2021 increase in revenues is explained both by increased activity in travel following the gradual release of
measures aimed at containing the spread of the coronavirus, increased brand awareness as well as additional
revenues from acquisition of Smoobu.
Revenues recognized in the financial years 2021 and 2020 from contract liabilities were EUR 2.9 mi llion and
EUR 11.9 million respectively, the change in contract liabilities goes back to updated invoice terms with some of
our customers during prior period. Substantially all amounts recognized from contract liabilities are recognized
as revenues within the subsequent year. Refer to Note 29 - Other liabilities (current and non-current) for
further information on contract liabilities. No information is provided about remaining performance obligations
as of December 31, 2021 and December 31, 2020 since all performance obligations are originally expected to
be satisfied within one year or less, as allowed by IFRS 15.121.
HTG holds trade receivables from contracts with partners as of December 31, 2021 of EUR 9.8 million,
December 31, 2020 of EUR 5.2 million. These have been impaired individually by EUR 1.0 million, 2020: EUR 0.5
million.
10 - Cost of revenues
Year ended December 31,
(in EUR thousands)
2021
2020
Hosting and domains
3,003
2,154
Depreciation and amortization
866
285
Other
467
353
4,336
2,792
26
Hosting and domains comprise the expenses for server hosting services and the expenses for domain
subscriptions. Depreciation and amortization contains the amortization of the internally generated intangible
assets.
11 - Product development and operations
Year ended December 31,
(in EUR thousands)
2021
2020
Personnel-related expenses
9,435
6,747
Depreciation and amortization
785
721
Licence expenses
878
581
Software expenses
4,223
4,056
Share-based compensation
8,260
3,170
Other
145
—
23,726
15,275
Personnel-related expenses for product development and operations comprise expenses for the workforce for
development and maintenance of the platform and system infrastructure as well as customer service.
Depreciation and amortization relate to the respective assets attributed to this workforce.
Other includes overhead costs directly attributable to the Product development and operations function.
12 - Marketing and sales
Year ended December 31,
(in EUR thousands)
2021
2020
Performance marketing
81,173
40,517
Personnel-related expenses
5,289
4,202
Depreciation and amortization
2,559
2,111
Share-based compensation
5,700
4,623
Other
774
782
95,495
52,235
Performance marketing relates to paid marketing services, search engine marketing (“SEM”), content
marketing and other forms of inbound marketing as well as on- and off-site search engine optimization.
Performance marketing activities are scaled to bringing demand to the Group’s booking platforms and
converting website visitors to users who make bookings. The significant increase in 2021 in performance
marketing expenses as spend was increased across all markets. In addition, there was stronger competition
compared to prior year leading to higher bids and therefore higher expense. Besides, additional expenses
incurred as HTG specifically targeted travelers to download the HTG app. This investment supported the strong
growth in CPA onsite revenues.
27
13 - General and administrative
Year ended December 31,
(in EUR thousands)
2021
2020
Personnel-related expenses
6,803
4,613
Depreciation and amortization
480
491
Consulting expenses
13,079
1,643
License expenses
553
178
Expenses for third-party-services
1,829
1,155
Share-based compensation
88,038
3,395
Other
1,969
1,617
112,751
13,092
2021 expenses for share-based compensation contain a non-cash expense for the listing service of EUR 70.4
million incurred as part of the accounting for the Transaction, see section 6 - Business Combinations and other
acquisitions for further details.
The increase in personnel-related expenses is in line with the growth of the Group's number of employees, see
note 18 - Personnel expenses for further details.
Consulting expenses are significantly up compared to the prior year due to the number of external service
providers involved during the preparation of the Transaction.
The increase in expenses for third-party-services is related to the Group's cooperation with providers of
temporary staff as part of foreign operations.
Other have mainly increased due to the increase in valuation allowances of trade receivables.
14 - Other income and expenses
Other income includes foreign exchange gains of EUR 1.6 million (2020: EUR 0.4 million) and government grant
related income in 2021 of EUR 9.3 million (2020: EUR 0.4 million). EUR 8.6 million relate to income from a grant
that is part of the Covid-19 aids by the German State. The increase in foreign exchange gains goes back to an
increase in USD denominated bank balances.
There are future conditions or other contingencies attached to the expense related grants. HTG did not benefit
directly from any other forms of government assistance.
Other expenses include foreign exchange losses of EUR 0.6 million (2020: EUR 0.7 million).
1
15 - Financial result, net
Year ended December 31,
(in EUR thousands)
2021
2020
Finance income
Interest income
1
—
Other
18
—
Income from remeasurement to fair value
2,814
—
Finance expenses
Interest expenses
3,644
2,000
Expenses from remeasurement to fair value
34,672
5,471
Interest expenses on leases
517
311
Other
130
124
Financial result, net
(36,131)
(7,906)
Income from remeasurement to fair value relates to the remeasurement of the embedded derivatives resulting
from the convertible loans. Both, income and expenses from remeasurement to fair value relating to the
embedded derivatives amounting to EUR 34.7 million (2020: EUR 5.5 million) and interest expenses in relation
to the convertible loan in the amount of EUR 1.9 million (2020: EUR 1.0 million) are non-cash items. Refer to
Note 26 - Convertible loans for a breakdown of those expenses.
16 - Income taxes
During the financial year 2020, HTG’s tax rate was 30.175%, consisting of the German corporate tax rate of
15.0%, a 5.5% solidarity surcharge on the corporate tax rate and a trade tax rate of 14.35%. As a result of the
de-SPAC transaction and incorporation of the HTG SE the Group became subject to taxation under the laws of
Luxembourg. Therefore, the overall tax rate changed to 24.94% in 2021, consisting of corporate tax rate of
17%, a 7% solidary surcharge on the corporate tax rate and a municipal business tax rate of 6.75%. The non-
recognition of deferred tax assets ("DTA") on temporary differences consist of the exercised convertible loans
in the amount of EUR 9.5 million. Refer to Note 26 - Convertible loans.
Year ended December 31,
(in EUR thousands)
2021
2020
Current tax
(207)
(40)
Deferred tax
5
1,356
Income tax
(202)
1,316
The following table shows the reconciliation between the expected and the reported income tax expense:
27
Year ended December 31,
(in EUR thousands)
2021
2020
Loss before tax
(166,587)
(25,122)
Tax at the expected group tax rate (24.94%, 2020: 30.18%)
41,547
7,581
Tax effects of:
Deviations from group tax rate 24.94% (2020: 30.18%)
7,957
40
Virtual option plan
17,498
(3,376)
Listing service fee de-SPAC transaction
(21,083)
—
Permanent differences
(3)
(113)
Non-deductible expenses
(366)
(92)
Non-recognition of DTA on current year tax losses
(36,334)
(3,612)
Non-recognition of DTA on temporary differences
(9,378)
939
IRE Leasing and dismantling obligation
(125)
(61)
Other tax effects
86
10
Total income tax expense
(202)
1,316
Effective total income tax rate (%)
0.12%
(5.24)%
17 - Earnings (loss) per share
Basic earnings per share:
Year ended December 31,
2021
2020
Net income (loss) for the period (in EUR thousands)
(166,789)
(23,806)
Weighted average number of ordinary shares issued
79,619,166
66,681,774
Total basic and diluted earnings per share attributable to the ordinary equity
holders of the Company (in EUR)
(2.09)
(0.36)
On July 14, 2021, HTG GmbH and Lakestar SPAC entered into a BCA whereby Lakestar SPAC became the legal
parent company of HTG GmbH for a contribution and exchange of HTG GmbH shares for new Public Shares. On
September 21, 2021 the Transaction was closed. Refer to Note 6 - Business Combinations and other
acquisitions for further details.
As the business combination is accounted for as a reverse acquisition, the number of shares is adjusted to
reflect the capital structure of the legal parent. In accordance with IAS 33.64, the calculation of the basic and
diluted earnings per share for all periods presented must be adjusted retrospectively due to these changes.
The conversion ratio is calculated as the number of shares of the legal parent, 80,793,077 to the legal
subsidiary, 112,951. Refer to Note 24 - Shareholder’s equity for an overview of the conversion and the different
share classes.
For the calculation of diluted earnings per share, the share-based payment programs were considered. In
accordance with IAS 33.58, settlement in ordinary shares was assumed for contracts where the Company has
the option to settle in cash or in ordinary shares. These potential ordinary shares were not taken into account,
because the effect on loss per share would have been antidilutive. As a result, basic earnings per share
corresponds to diluted earnings per share.
Number of potential ordinary shares:
2021
2020
Convertible loan
—
337,900
Share-based payment programs
33,868
21,612
33,868
359,512
As of December 31,
28
18 - Personnel expenses
The average number of employees is presented below:
Year ended December 31,
(Number of employees)
2021
2020
female
161
129
male
211
140
Total
372
269
Employee benefits expense are composed of the items as shown in the following table:
Year ended December 31,
(in EUR thousands)
2021
2020
Wages and salaries
14,258
13,091
Social security expenses
4,964
2,359
thereof: Retirement benefit costs
6
17
29
19 - Intangible assets and goodwill
(in EUR thousands)
Goodwill
Trade-
marks
and
domains
Software
and
licenses
Internally
generated
software
Customer
relation-
ships
Order
Backlog
Intangibl
e assets
Cost
As of January 1, 2020
25,654
7,056
448
2,931
10,105
1,249
47,444
Additions
—
—
100
—
—
100
Additions from internal development
—
—
—
1,369
—
—
1,369
Disposals
—
23
—
—
—
—
23
As of December 31, 2020
25,654
7,033
548
4,300
10,105
1,249
48,890
Accumulated amortization and
impairment
As of January 1, 2020
—
912
92
2,021
990
1,249
5,264
Amortization charge of the year
—
786
17
285
990
—
2,078
Disposals
—
23
—
—
—
—
23
As of December 31, 2020
—
1,675
109
2,306
1,980
1,249
7,319
Carrying amount
As of January 1, 2020
25,654
6,144
357
910
9,115
—
42,179
As of December 31, 2020
25,654
5,358
439
1,994
8,125
—
41,570
Cost
As of January 1, 2021
25,654
7,033
548
4,300
10,105
1,249
48,890
Additions
—
—
1
—
—
—
1
Additions from business combinations
14,664
1,849
2,475
—
2,328
—
21,317
Additions from internal development
—
—
—
1,545
—
—
1,545
As of December 31, 2021
40,318
8,882
3,024
5,845
12,433
1,249
71,752
Accumulated amortization and
impairment
As of January 1, 2021
—
1,675
109
2,306
1,980
1,249
7,319
Amortization charge of the year
—
828
193
867
1,184
—
3,072
As of December 31, 2021
—
2,503
302
3,173
3,164
1,249
10,391
Carrying amount
As of January 1, 2021
25,654
5,358
439
1,994
8,125
—
41,570
As of December 31, 2021
40,318
6,379
2,722
2,672
9,270
—
61,361
Amortization in relation to trademarks and domains and customer relationships are presented within
marketing sales expenses, while order backlog and internally generated software amortization is presented
within cost of revenues.
Material intangible assets comprise trademarks from Casamundo of EUR 2.5 million (2020: EUR 2.1 million),
Smoobu of EUR 1.7 million (2020: EUR 0.0 million), Feries of EUR 1.3 million (2020: EUR 1.4 million), Escapada
of EUR 0.7 million (2020: EUR 0.7 million), as well as customer relationships from Feries of EUR 2.6 million
(2020: EUR 2.9 million), Smoobu of EUR 2.1 million (2020: EUR 0.0 million), Casamundo of EUR 1.4 million
(2020: EUR 1.6 million) and Escapada of EUR 3.1 million (2020: EUR 3.5 million). The intangible assets were
identified as part of the business combination in the corresponding period. Both, customer relationships and
30
trademarks from all four acquisitions have a remaining amortization period of 6-9 years as of December 31,
2021. Refer to Note 6 - Business Combinations and other acquisitions for further information.
The recoverable amount of the group of CGUs is determined based on the value in use. The key assumptions
for determining the value in use are those regarding the cash flows, discount rates and growth rates. The
values assigned to the key assumptions represent management’s assessment of future trends in the relevant
industries and have been based on historical data from both external and internal sources.
The future cash flows were estimated with the underlying assumption that the COVID-19 pandemic opened up
an increased market potential for vacation rentals as more traveler used vacation rental for the first time to
avoid hotel accommodations. These travelers saw the benefits of vacation rental and thus, there is the
assumption for a sustainable positive trend in the upcoming years. In addition, the pandemic has provided an
additional market potential for Working from Home (WFH) away or "workation". Travelers are enabled by their
employers to extend their holidays and to work for example a week ahead of the actual holidays or a week
after. Thus, travelers are staying in a holiday area for three weeks instead of two weeks. In addition,
management sees travelers becoming longer term rental customers, for example staying over the winter
abroad instead of for example in Germany. Before the pandemic this was not an option for the majority of
employees. These effects, combined with the Group’s ambitious measures to grow the business as an OTA, are
driving a more optimistic business plan post COVID-19 and therefore higher revenues and EBITDA. Moreover,
the increasing awareness in respect of the ecological impact of air travels contributes to the general trend to
prefer domestic or nearby vacation destinations. With its innovative platforms and an increasing number of
users and website visitors, the Management Board believes that HTG is well placed with its offerings to meet
that expected change in travelling behavior and therefore expects that it will be able to achieve its growth
ambition. On that basis, the Group expects significant double-digit growth over the next years. The cash flow
projections are based on a detailed business plan for 5 years. Due to the high growth stage of HTG, the business
plan was prolonged by four further planning years (based on yearly assumptions regarding the net sales and
margin development) to reflect a step-by-step declining growth of the Group until the terminal value.
Management estimates discount rates as a pre-tax measure estimated based on the historical industry average
weighted-average cost of capital. The WACC takes into account cost of equity and cost of debt, weighted
according to the portion of debt and equity in the Group's target capital structure. The cost of equity and cost
of debt are derived from the expected return an investor would require for an equity investment or debt
investment with similar risk. Segment-specific risks of the travel market are incorporated by applying a beta
factor. The beta factor is evaluated annually based on publicly available market data of comparable companies.
Adjustments to the discount rate are made to reflect a pre-tax discount rate. The additional basis was a market
risk premium and the risk-free interest rate.
The growth rates are based on industry growth forecasts. Management has considered the upper end of
commonly applied growth rates to be appropriate given the development stage of HTG and the planned growth
for the upcoming years.
Financial Year
2021
2020
Discount rate (pre-tax)
14.9%
14.8%
Growth rate
2.0%
2.0%
During the periods presented, no impairment was recognized. No change in a key assumption considered
possible by management would cause the carrying amount to exceed the recoverable amount. Even if the free
cash flows were to decrease by 70 % this would not result in any impairment.
31
20 - Property, plant and equipment
(in EUR thousands)
Right-of-
Use-Real
Estate
Right-of-
Use-Asset
Car Leasing
Leasehold
improveme
nts
Other
equipment,
factory and
office
equipment
Total
property,
plant and
equipment
Cost
As of January 1, 2020
3,078
18
331
675
4,102
Additions
13,435
—
1,773
149
15,357
Disposals
1
—
—
175
176
As of December 31, 2020
16,512
18
2,104
649
19,284
Accumulated depreciation and impairment
As of January 1, 2020
955
14
132
350
1,450
Depreciation charge of the year
1,266
5
101
158
1,529
Disposals
—
—
—
109
109
As of December 31, 2020
2,221
18
232
399
2,870
Carrying amount
As of January 1, 2020
2,123
4
199
325
2,652
As of December 31, 2020
14,291
—
1,872
250
16,413
Cost
As of January 1, 2021
16,512
18
2,104
649
19,284
Additions
19
—
54
324
396
Additions from business combinations
—
27
—
10
37
Disposals
(32)
—
—
(23)
(55)
As of December 31, 2021
16,499
45
2,158
960
19,662
Accumulated depreciation and impairment
As of January 1, 2021
2,221
18
232
399
2,870
Depreciation charge of the year
1,304
6
138
170
1,618
Disposals
—
—
—
(22)
(22)
As of December 31, 2021
3,525
24
370
547
4,466
Carrying amount
As of January 1, 2021
14,291
—
1,872
250
16,413
As of December 31, 2021
12,974
22
1,788
412
15,197
Expenses on leases accounted for under the low value exemption amounted to EUR 8 thousand in the financial
year 2021 (2020: EUR 14 thousand) and short-term lease exemption amounted to EUR 270 thousand in the
financial year 2021 (2020: EUR 16 thousand).
The total cash outflow for leases amounted to EUR 1,512 thousand in 2021 (2020: EUR 905 thousand). It
includes the payment of the principal amounts, interest and short-term and low value leases.
Leasing activity during the reporting periods presented is comprised of office buildings and cars. The most
significant contract, which commenced in 2020, is the office building in Berlin, also resulting in significant
dismantling obligations.
32
Extension options are assumed to be reasonably certain to be exercised for all leases and are therefore
considered within the calculation of the rights-of-use assets and lease liabilities.
21 - Trade and other receivables (current and non-current)
Current trade and other receivables consist of:
December 31,
(in EUR thousands)
2021
2020
Trade receivables
9,755
5,142
Other receivables
9,237
505
18,992
5,647
The increase in trade receivable is related to the growth in business activity and corresponds to the increase in
revenues in 2021.
Non-current other receivables consist of:
December 31,
(in EUR thousands)
2021
2020
Other receivables
814
1,414
814
1,414
Current and no n-current other receivables in financial year 2021 include receivables from government grants of
EUR 10.0 million (2020: EUR 1.9 million).
22 - Other financial assets (current and non-current)
Other current financial assets consist of:
December 31,
(in EUR thousands)
2021
2020
Deposits
1,995
361
Money market fund
99,965
188
101,960
549
The current portion of other financial assets contains an investment into a short-term money market fund
accounted for at fair value through profit and loss.
Other non-current financial assets consist of:
December 31,
(in EUR thousands)
2021
2020
Deposits
1,502
1,485
Financial asset at fair value through profit or loss
3,597
—
Payments in advance for business combination
3,150
—
8,249
1,485
33
Financial asset at fair value through profit or loss represents the fair value of the Company's investment as of
the balance sheet date in SECRA. Payments in advance for business combination contains a payment in
advance for the acquisition of a new subsidiary, refer to section 36 - Subsequent events after the reporting
period for further details.
23 - Other assets (current and non-current)
Other current assets consist of:
December 31,
(in EUR thousands)
2021
2020
Other non-financial assets
1,695
24
Other tax receivables
1,253
379
Prepaid expenses
2,399
843
5,347
1,246
Other non-financial assets have mainly increased due to a guaranteed prepayment for services related to a new
server hosting agreement that do not relate to a specific point in time in the future. Prepaid expenses have
increased following the closing of new IT infrastructure agreements with prepayments.
Other non-current assets consist of:
December 31,
(in EUR thousands)
2021
2020
Other tax receivables
187
53
Prepaid expenses
65
15
Other non-financial assets
6
—
258
68
34
24 - Shareholder’s equity
The different shareholder classes can be summarized as follows:
HomeToGo GmbH shares
(1EUR nominal value)
HomeToGo SE shares
(0.0192 EUR nominal value)
Commo
n
Shares
Series
A
Shares
Series B
Shares
Series C
Shares
Series
C1
Shares
Series
C2
Shares
Series
C3
Shares
Series
C3/Fall
2018
Series
C4
Class A
Shares
Class B2
Shares
Class B3
Shares
As of January 1, 2020
36,736
15,488
13,618
10,030
645
5,160
7,837
3,709
As of December 31, 2020
36,736
15,488
13,618
10,030
645
5,160
7,837
3,709
As of January 1, 2021
36,736
15,488
13,618
10,030
645
5,160
7,837
3,709
Conversion of convertible
loans
18,438
Conversion of earn outs
1,290
Capital reorganization
-36,736
-15,488
-13,618
-10,030
-645
-5,160
-7,837
-4,999
-18,438
80,793,077
Shares issued in
recapitalization, net of
redemptions
30,051,667
2,291,667
2,291,666
Shares issuance for PIPE
financing
7,500,000
Share-based
compensation
4,210,905
As of December 31, 2021
0
0
0
0
0
0
0
0
0
122,555,649
2,291,667
2,291,666
Common shares and Series A through Series C3/Fall 2018 Shares are non-par value shares and have been fully
paid since 2018. Holders of these shares are entitled to the same dividends rights as declared from time to time
and are entitled to one vote per share at general meetings of the Company. In general, disposal of shares
requires the Company’s approval.
On September 21, 2021 HTG GmbH and Lakestar SPAC (now HTG SE) consummated the BCA which led to the
listing on the Frankfurt Stock Exchange and a capital reorganization of the Group. See Note 6 - Business
Combinations and other acquisitions for further information.
Class A through to Class B3 Shares in HTG SE are non-par value shares and have been fully paid. Class A Shares
are publicly traded. As part of the public share offering a total of 10.1 million Class A Shares were redeemed
against capital reserves and are currently held as treasury shares by the Company. Class B1 to B3 Shares are
neither redeemable nor transferable, assignable or sellable other than to the members of the Management or
Supervisory Board. Holders of Class A to B3 Shares are entitled to the same dividend and liquidation rights and
one vote per share at general meetings.
As part of the consummation of the de-SPAC transaction all Class B1 shares were automatically converted into
Class A Shares at a ratio one for one. All Class B2 Shares will automatically convert into Class A Shares at a ratio
one for one, once the closing price of the Class A Shares for any ten trading days within a thirty trading day
period exceeds EUR 12. Similarly, all Class B3 Shares will automatically convert into Class A Shares at a ratio one
for one, once the closing price of the Class A Shares for any ten trading days within a thirty trading day period
exceeds EUR 14. There is no expiry date for the conversion of Class B2 Shares or Class B3 Shares into Class A
Shares
Proceeds entitlement of share classes in Liquidity Event
HomeToGo SE shares
In the event of a liquidation of the Company the surplus resulting from the realization of the assets and the
payment of liabilities shall be distributed equally amongst the shareholders.
HomeToGo GmbH shares (until Closing)
If proceeds obtained by the Company in a liquidity event or exit event are distributed to the shareholders or in
case of a liquidation of the Company, the holders of the Series A through Series C3/Fall 2018 shares receive a
dividend and liquidation preference in comparison to the common shares, whereas each share class has an
individual liquidation preference. Liquidity Events are thereby a sale of 50% or more of the interest in HTG in a
35
single transaction or a series of related transactions, the transfer 50% or more of all assets of the group in a
single transaction or a series of related transactions and the liquidation of the Company or HTG. The
distribution of proceeds from these cases for each shareholder would be determined according to a multi-stage
distribution mechanism. In each stage the respective amount to be distributed to a certain share class and its
allocation among the holders of the respective shares of that class is determined by the payments made by the
holders of the respective share class in the past into the share capital and the capital reserves or the purchase
price paid to the holders of the respective share class. If the (remaining) proceeds to be distributed on the
respective stages are not sufficient to cover the entire total investment, the remaining proceeds are distributed
pro rata between the holders of the eligible share classes. The Stages are as follows:
Stage Eligible Share Class
1 Series C3/Fall 2018
2 Series C, Series C1, Series C2, Series C3
3 Series B, Series A
4 Series C3/Fall 2018, Series C, Series C1, Series C2, Series C3, Series B, Series A, Common Shares
The distribution of the proceeds to shareholders are subject to a share class individual cap. In the event of any
type of distribution made with respect to shares in the Company not being a distribution of proceeds from a
Liquidity Event, such distribution shall reduce the amount of proceeds distributed on Stages 1 to 4 in a
subsequent Liquidity Event accordingly.
In the event of an initial public offering or admission to a stock exchange, all shares should be reallocated
amongst the shareholders so that the value of shares, based on the issue or first quoted price, equal the
amount which would have been distributed according to the distribution mechanism as if all shares would have
been sold.
Capital reserves
Subscribed capital and capital reserves include received capital through the issuance of shares for cash or
premium in kind. See above for share issuances during the presented periods.
Retained earnings
Retained earnings include the accumulated losses attributable to the shareholders.
Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entity are recognized in other
comprehensive income, as described in note 4 b), and accumulated in a separate reserve within equity. The
cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Share-based payments reserve
The share-based payments reserve is dedicated for share-based payment transactions. See Note 6 - Business
Combinations and other acquisitions for informati on on the Mapify trans action, Note 6 - Business
Combinations and other acquisitions for information on the overall Business Com bination and Note 31 - Share-
based payments for HTG GmbH’s granted virtual options and the exercises of such opt ions in the course of the
Business Combination. The Company does not reclassify amounts for vested awards to other equity items.
Issued Class A and Class B Warrants are also classified within the share-based payments reserve.
36
25 - Borrowings
The following table provides an overview on the outstanding loans within the Group as of December 31, 2021:
Debtor
Loan Amount
(in EUR
thousands)
Payout date
Maturity
Nominal
interest rate
Carrying
amount
(in EUR
thousands)
HomeToGo GmbH
6,000
February 2020
December 2023
4.35%
3,000
HomeToGo GmbH
10,000
February 2021
September 2025
2.12%
8,414
Feries S.r.l.
400
August 2020
August 2025
1.50%
376
Escapada Rural S.L.
500
May 2020
June 2023
2.50%
337
Escapada Rural S.L.
300
May 2020
June 2025
1.55%
252
26 - Convertible loans
As of December 31, 2020, HTG GmbH had EUR 33.1 million in subordinated convertible loans outstanding. HTG
GmbH issued additional subordinated convertible loans in total of EUR 66.2 million between March 12, 2021
and April 14, 2021 and all amounts were received by J une 4, 2021. All loans were fully converted into HTG
GmbH shares prior to the Transaction and before being exchanged for HTG SE shares. See Note 6 - Business
Combinations and other acquisitions for further information.
The convertible loans contained several embedded de rivatives in the form of a conversion right at the end of
maturity or in the context of a financing round as well as further prepayment features. The several embedded
derivatives are presented as a single instrument due to their interdependency and are separated from the host
contract. The final exercise price of the conversion right was EUR 7,932.46.
December 31, 2021
(in EUR thousands)
Financial
liability
Derivative
financial
liability
Face value of loan issued before conversion
(146,259)
—
Initial value
(72,213)
(31,940)
Amortization effects by applying the effective interest method
(38,275)
—
Valuation effect derivative
—
(2,041)
Income / Expense from contractual modifications
1,862
(3,653)
Conversion into equity
108,626
37,634
Carrying amount
—
—
December 31, 2020
(in EUR thousands)
Financial
liability
Derivative
financial
liability
Face value of loan issued
(38,437)
—
Initial value
(31,348)
(6,979)
Amortization effects by applying the effective interest method
(3,646)
—
Valuation effect derivative
—
(1,834)
Income / Expense from contractual modifications
1,862
(3,653)
Carrying amount
(33,132)
(12,465)
37
27 - Provisions (current and non-current)
2021
(in EUR thousands)
Dismantling
Other
Total
Beginning of financial year
483
1,175
1,658
Additions
—
83
83
Utilizations
—
(451)
(451)
End of financial year
483
807
1,290
Thereof: non-current
431
751
1,182
2020
(in EUR thousands)
Dismantling
Other
Total
Beginning of financial year
112
362
474
Additions
371
866
1,237
Releases
—
(6)
(6)
Utilizations
—
(48)
(48)
End of financial year
483
1,175
1,658
Thereof: non-current
431
127
558
The provision for dismantling relates to HTGs dismantling provisions for leasehold improvements. Other
provisions include an onerous contract provision of EUR 305 thousand for a lease of an office which is not being
used and could not be sublet as of December 31, 2020 and December 31, 2021.
As of December 31, 2021 a provision of EUR 751 thousand is recorded as other provision for a legal dispute.
Since the investigations and proceedings have not yet been completed, the complexity of the individual
influencing factors, the ongoing consultations with the authoriti es and other latent legal risks, which are
factored into the estimation of the provision, are subject to significant estimations risks. In accordance with IAS
37.92, no further disclosures are made on estimates of the financial impact or on uncertainties regarding the
amount or timing of amounts of provisions and contingent liabilities in connection with the legal dispute in
order not to prejudice the outcome of the proceedings and the interests of the Group.
28 - Other financial liabilities (current and non-current)
O ther current financial liabilities consist of:
December 31,
(in EUR thousands)
2021
2020
Lease liabilities
1,228
1,464
Other financial liabilities
7,657
110
8,885
1,574
Other financial liabilities include a liability for the acquisition of a new subsidiary after the balance sheet date in
the amount of EUR 5 million, see note 36 - Subsequent events after the reporting period for further details.
EUR 2.6 million of the carrying amount of other financial liabilities as of December 31, 2021 relate to a debtor
with a creditor balance.
38
Other non-current financial liabilities consist of:
December 31,
(in EUR thousands)
2021
2020
Lease liabilities
12,949
13,665
Derivatives
—
12,465
Other
5
9
12,954
26,139
The derivatives shown in 2020 were related to the CLAs that were fully converted to equity prior to the
Transaction.
29 - Other liabilities (current and non-current)
Other current liabilities consist of:
December 31,
(in EUR thousands)
2021
2020
Personnel-related liabilities
1,652
955
Other tax liabilities
570
276
Other non-financial liabilities
2,450
2,017
Contract liabilities
3,864
2,908
8,535
6,156
Other non-current liabilities consist of:
December 31,
(in EUR thousands)
2021
2020
Personnel-related liabilities
322
304
Other non-financial liabilities
795
801
1,117
1,105
Other non-financial liabilities mainly relate to the deferred government grant.
37
30 - Deferred taxes
The change in deferred tax liabilities, net was recognized as income tax expense (income) or through
acquisition of subsidiaries during 2020 and 2021. The unrecognized deferred tax assets amount to EUR 59.8
million (2020: EUR 23.4 million) and are mainly attributable to EUR 59.8 million (2020: EUR 21.7 million) unused
tax losses and EUR 0.0 million (2020: EUR 1.6 million) unrecognized temporary differences. There is no expiry
date for the cumulative tax losses except for tax losses in Luxembourg which will expire after 17 years
according to local tax regulations. Tax losses include deductions for the virtual share program. Since the legal
situation of deductions for share based programs has not yet been finally clarified, for an amount of EUR 14
million it is uncertain whether or not the tax authorities may accept the deduction.
The total amount of temporary differences associated with investments in subsidiaries, branches and
associates and interests in joint ventures for which deferred tax liabilities have not been recognized amount to
EUR 256 thousand (2020: EUR 149 thousand).
December 31,
(in EUR thousands)
2021
2020
Deferred tax liabilities, net
Beginning of fiscal year
(2,236)
(3,592)
Recognized through profit or loss
5
1,356
Recognized through acquisition of subsidiaries
(1,643)
—
End of fiscal year
(3,874)
(2,236)
Deferred tax assets and liabilities are recognized for the following types of temporary differences and tax loss
carryforwards.
December 31,
2021
2020
Deferred tax
Deferred tax
(in EUR thousands)
Assets
Liabilities
Assets
Liabilities
Intangible assets
—
(5,963)
—
(3,962)
Convertible loan
—
—
207
—
Provisions
247
(3)
355
—
Borrowings
—
—
—
(1,389)
Trade payables
47
—
—
—
Other liabilities
6
—
—
—
Contract Liabilities
—
—
394
—
Tax losses
1,792
—
2,158
—
Total Gross
2,092
(5,966)
3,115
(5,351)
thereof non-current
1,839
(5,966)
3,115
(5,351)
Offsetting
(2,092)
2,092
(3,115)
3,115
Total after offsetting
—
(3,874)
—
(2,236)
38
31 - Share-based payments
Virtual Option Plans - General
The Company has implemented several similar share-based payment programs, i.e. separate share-based
payment agreements in 2015, a Virtual Option Plan in 2016, a Founder Program in 2019, a Key Management
Program in 2019 and a C-Level Incentive Program. Pursuant to the Programs, current and future members of
the Company as well as other beneficiaries, who participate in the Programs according to the terms and
conditions, are eligible to participate in the future growth of the Company by receiving cash payments or non-
cash consideration by the Company subject to certain exit related events defined thereunder. The Programs do
not provide for straight equity but virtual options which relate to an increase in the Company’s enterprise
value. In the case of certain exit events such as an IPO the Company has the option to settle the payment claim
in shares of the Company. Since the programs are substantially comparable according to IFRS 2.45, the
following disclosures are presented on aggregate for the different programs.
Terms and conditions
Each issued virtual option shall grant the respective beneficiary the right to economically participate from an
exit event taking into account any prior payment of any Liquidation Preferences pursuant to the Shareholders’
Agreement. Therefore, upon the occurrence of an exit event the virtual options transform into a payment claim
of a beneficiary against the Company for payment of a certain monetary amount in cash or granting of a non-
cash consideration. The beneficiaries are not obliged to pay a fee for the granting of the virtual options but the
virtual options are granted with a certain exercise price. The exercise price is specified in the individual
allotment letters with the beneficiary.
The following events are considered an exit event in the option terms: the sale and transfer of more than 50%
of all shares of the Company (“Share Deal Exit”), the sale and transfer of more than 50% of all tangible and
intangible assets (“Asset Deal Exit”) or the listing of the Company on a stock exchange (“IPO Exit”) and in some
cases also the liquidation of the Company (“Liquidation”). In the case of an Asset Deal Exit or Share Deal Exit
the Company is entitled to fulfill the payment claim in whole or in part by transfer of non-cash performances
that the Company received as consideration in course of the exit event, in lieu of paying a cash amount. In case
of an IPO Exit the Company is entitled or even obligated to fulfill the payment claim through shares in the
Company in lieu of paying a cash amount. In those instances where the Company has a choice of settlement in
shares, there is no stated intent or policy to settle in cash.
The respective vesting schedules and leaver conditions vary and are specified individually. The vesting period
for the virtual options is three and four years and the vesting shall begin on the allotment day. Some
beneficiaries have a one-year cliff and after the cliff day the virtual options are vested for every completed
quarter of the year of the following three years. Other granted virtual options shall vest in equal monthly
installments over four years on a linear basis. Also, different accelerated vesting and non-vesting conditions are
agreed individually. Some grants are subject to accelerated vesting in case of an IPO/exit event before the
vesting period some are partially (e.g. 50 %) subject to accelerated vesting and some grants do not have an
accelerating vesting condition and will continue to vest after the exit event. Good leaver and bad leaver events
leading to expiry for some, or all of the vested options are also defined differently, whereas in case of a
termination by the employee the expiry conditions range from full expiry to 33 % expiry.
Some grants are furthermore subject to specific hurdle rates, or the exercise price is subject to an adjustment
mechanism depending on the exit valuation.
Classification and accounting
Prior to the Transaction management estimated that the IPO exit is the most probable exit scenario as of all
relevant valuation dates. Since the Company in that case is entitled to fulfill the payment claim through shares
in the Company and the assessment of the Company’s intent, past practice and ability to settle in equity results
in all programs being classified as equity settled. The fair value is determined at grant date and the share-based
payments expenses are recognized over the service period.
Vesting conditions are treated as graded or linear vesting or both depending on the individual terms and
conditions summarized above. Market performance conditions are assessed as part of the fair value
measurement at grant.
39
Fair value measurement
The fair value at grant date is determined by HTG using the following two methods. First, the common share
price was derived from an option pricing model using interpolation between the previous and the latest
transaction or financing round as of the grant date. In 2021, where no financing rounds took place, the
Company's fair value was based on a discounted cash flow valuation approach instead. Secondly, the fair value
of the virtual option as of grant date per individual beneficiary was calculated by applying the Black Scholes
model based on the resulting input from the option pricing model for the underlying common share prices.
The fair value was measured based on the following significant parameters: a weighted average share price of
EUR 6.7 thousand (2020: EUR 3.1 thousand), a volatility of 54.5% (2020: 34.8%), a weighted average of exercise
price of EUR 5.0 thousand (2020: EUR 2.1 thousand), a risk-free interest rates between -1.0% and 2.0% and a
dividend yield of 0.0% (all periods). The expected volatility was derived from the historical volatility of peer
group companies. The expected date of the IPO, September 30, 2022 or September 30, 2024 (for grants before
2018) was taken as the relevant date for deriving the number of shares to be received by the respective
beneficiary in case of accelerated vesting conditions and for calculating the remaining term. The actual exercise
of the options can only take place after the expiry of the respective waiting period i.e. usually the lock up
period related to the event. The weighted average term of the virtual shares outstanding is 3.6 years (2020: 3.3
years). The valuation resulted in a weighted average fair value of EUR 3,215 per virtual share (2020: EUR 1,430).
Reconciliation of virtual options
2021
Number of
virtual options
Weighted
Average of
exercise prices
Outstanding as of January 1
20,376
2,080
granted during the year
3,207
3,496
forfeited during the year
139
2,313
exercised during the year
15,792
5,041
Outstanding as of December 31
7,652
2,272
2020
Number of
virtual options
Weighted
Average of
exercise prices
Outstanding as of January 1
16,050
1,824
granted during the year
4,386
3,003
forfeited during the year
60
1,092
Outstanding as of December 31
20,376
2,080
None of the instruments granted are currently exercisable.
The total expense in relation to share-based payment awards of virtual options amounts to EUR 22.1 million
(2020: EUR 11.2 millio n). With respect to share-based payment expenses resulting from other transactions
please refer to Note 6 - Business Combinations and other acquisitions (“Mapify”).
40
C-Level Incentive Program
General
On July 14, 2021 the Company signed a business combination agreement (“BCA”) with the SPAC. Refer to Note
6 - Business Combinations and other acquisitions for further information on the BCA. For the C-level
management of HTG SE, the new legal parent entity after closing, 8,600 VSOPs were awarded in June 2021 as
part of the SPAC deal/BCA negotiations and approved by the Advisory Board in July 2021.
Vesting and performance conditions
The allotments are based substantially on the terms of the Founder Program in 2019. The VSOPs are subject to
graded vesting over four years. The vesting start date is prior to the grant date since the VSOPs are considered
as remuneration for the work performed on the preparation of the SPAC-transaction.
In case of a SPAC-transaction, no accelerated vesting with respect to the 50% of the unvested virtual options
applies. With respect to such remaining (i.e. unvested) virtual options that only vest after the SPAC-transaction,
a payment claim is payable to the beneficiary, provided that he or she is still employed by HTG at that point in
time. The due date for the first tranche of the Stay-on Payment is 360 days after SPAC-transaction for all other
Stay-on Payments one month after lapse of the respective calendar year. In addition, 60% of the virtual options
shall be allotted without hurdle, 20% if the closing price of the public shares of HTG SE exceeds EUR 12.00 and
another 20% if the closing price of the public shares of HTG SE exceeds EUR 14.00, in each case for any 10
trading days within any 30 trading day period in XETRA trading. The vested portion of these VSOPs as of
December 31, 2021 amounts to 18.75%
Classification and accounting
The VSOPs are accounted according to the existing Founder Program in 2019 as equity settled with the
difference that accelerated vesting does not apply and the new different hurdle rates are considered by using a
Monte Carlo simulation in the fair value determination.
The fair value was measured based on the following significant parameters: a weighted average share price of
EUR 6.5 thousand, a volatility of 45.2%, a weighted average of exercise price of EUR 3.5 thousand , a risk-free
interest rate of 0.64% and a dividend yield of 0.0%. The expected volatility was derived from the historical
volatility of peer group companies. The actual exercise of the options can only take place after the expiry of the
respective waiting period i.e. usually the lock up period related to the event. The weighted average term of the
virtual shares outstanding is 0.2 years. The valuation resulted in a weighted average fair value of EUR 3,524 per
virtual share.
Reconciliation of virtual options
2021
Number of
virtual options
Weighted
Average of
exercise prices
Outstanding as of January 1
—
—
granted during the year
8,600
3,480
exercised during the year
323
3,365
Outstanding as of December 31
8,277
3,480
41
Smoobu – Virtual participation awards
General
As part of the acquisition of Smoobu, HTG granted new virtual participation awards to the founders and
managing directors of Smoobu, which are outside the scope of the IFRS 3 purchase consideration (Note 7)
because of the continued employment requirements. Unvested options are forfeited upon employment
termination and, therefore, the new virtual participations are consideration for post-combination services.
The beneficiaries were granted options to acquire a certain number of future shares in the Company. Through
such options, the beneficiaries will participate in HTG's future growth and increase in value. The awards can be
classified into two components: 'stay on options' and 'earn-out options'.
Both option types are virtual share rights which carry a contractual right to payment of a certain cash amount.
An option may be exercised only in respect of vested option shares and only in the context of a defined liquidity
event. Liquidity Event shall mean i) a share sale with more than 50 % of the shares, ii) a liquidation, iii) an initial
public offering (the “IPO”) or iv) an asset sale of more than 50 % of the assets or an equivalent profit
distribution from an asset sale. HTG has the option to settle the payment claim in common shares in case of an
IPO, which is the most probable scenario through the de-SPAC transaction.
Vesting and performance conditions
The stay on option shares and the earn-out option shares are subject to vesting conditions. All option shares
vest monthly on a linear basis over two years starting from March 1,2021, i.e. until the lapse of March 1, 2023.
Accelerated vesting is applied to all option shares in the case of a Liquidity Event during that period. The
unvested option shares lapse if the beneficiary terminates his service agreement. In case a Beneficiary ceases
to provide his services before the lapse of March 1, 2023, he will have to repay to the Company a cash amount
corresponding to the accelerated VSOPs that would have been unvested at that point in time. Therefore,
graded vesting is applied. Furthermore, the earn-out option shares are subject to non-market performance
conditions such as non-financial KPI's and a defined positive cash flow of the entity.
Classification and accounting
Both option types are in scope of IFRS 2, because even the earn-out options only come into existence if the
contract will not be terminated by the beneficiary before the lapse of the earn out period and are therefore
linked to future service conditions of the beneficiaries. Management estimates that the IPO exit according to
the contract is the most probable exit scenario. Since the Company in that case is entitled to fulfill the payment
claim through shares in the Company and the assessment of the Company’s past practice and ability to settle in
equity results in the award being classified as equity settled. The fair value is determined at grant date and the
share-based payments expenses are recognized over the service period. Non-market performance conditions
are assessed as part of the number of shares expected to vest.
The fair value was measured based on the following significant parameters: a weighted average share price of
EUR 6.9 thousand, a volatility of 63.9%, a weighted average of exercise price of EUR 0.0 thousand , a risk-free
interest rate of -0.6% and 2.0% and a dividend yield of 0.0%. The expected volatility was derived from the
historical volatility of peer group companies. The actual exercise of the options can only take place after the
expiry of the respective waiting period i.e. usually the lock up period related to the event. The weighted
average term of the virtual shares outstanding is 0.5 years. The valuation resulted in a weighted average fair
value of EUR 6,162 per virtual share.
2021
Number of
virtual options
Weighted
Average of
exercise prices
Outstanding as of January 1
—
—
granted during the year
1,643
—
exercised during the year
514
6,844
Outstanding as of December 31
1,129
—
42
Impact of de-SPAC on Virtual Option Plans
With the closing of the Transaction as described in Note 6 - Business Combinations and other acquisitions all
vested and exercisable virtual options were exercised in connection with the Business Combination on
September 21, 2021 since it qualifies as an exercise event. Until that date the share-based payment reserve for
those vested and exercised options accumulated to EUR 25.5 million.
Based on the HomeToGo VSOPs Amendment the exercise was fulfilled via 50% of the VSOP claim in equity
settlement and 50% of the VSOP claim in cash settlement to cover estimated relevant tax obligations. The
equity settlement led to the issuance of 4,210,905 Class A Shares in HTG SE with a nominal value of EUR 80,849
based on the agreed share price of EUR 10. 50% of the accumulated share-based payment reserve being EUR
12.8 million were reclassified within equity. Thereof EUR 80,849 were reclassified into share capital and EUR
12.7 million into capital reserves.
According to IFRS 2 the portion of the cash settlement used for tax obligations, which are settled through HTG
Group on behalf of the beneficiaries, is considered a modification of the equity-settled plan and accounted for
as a repurchase of vested instruments. It was therefore also taken out from the share-based payment reserve.
However, the actual payroll tax was lower as expected given that the actual share price used for the payroll tax
calculation was lower than the agreed EUR 10, resulting in a cash payment to the beneficiaries of the remaining
cash settlement amount of EUR 4.7 million. In addition, not all beneficiaries’ payroll taxes were settled through
HTG Group, for example for freelancers. As a result, the full cash settlement of EUR 6.9 million was paid out to
those beneficiaries. In total EUR 34.0 million were reclassified from the share-based payment reserve. Thereof
EUR 30.5 million were used for payroll tax purposes. While EUR 3.5 million for this settlement were taken from
the share-based payment reserve the remaining cash settlement portion of EUR 8.1 million was expensed as
followed:
(in EUR thousands)
Product development and operations
3,517
Marketing and sales
1,292
General and administrative
3,283
Total cash settlement expense
8,092
The total expenses in relation to all existing share-based compensation are allocated as follows:
(in EUR thousands)
2021
2020
Product development and operations
8,260
3,170
Marketing and sales
5,700
4,623
General and administrative
88,038
3,395
thereof: Listing service expense (Sponsor as well as public shares and warrants
from de-SPAC)
70,437
—
Total
101,997
11,188
The IFRS 2 reserve thus developed as follows:
2021
2020
(in EUR thousands)
Change
Change
January 1, 2021
Brought forward
22,148
10,959
May 31, 2021
Acquisition Mapify
172
—
September 16, 2021
Conversion of Earn Outs
(515)
—
September 21, 2021
Lakestar SPAC Listing Service Fee
70,437
—
September 21, 2021
VSOP Exercise equity settlement
(12,774)
—
September 21, 2021
VSOP Exercise tax settlement charge
(30,495)
—
September 21, 2021
VSOP Exercise cash settlement charge not
through Profit or loss
(3,524)
—
Financial Year 2021 / 2020
Regular VSOP charge
23,296
11,189
December 31, 2021
Year end
68,744
22,148
43
32 - Related party transactions
The HTG’s related parties are comprised of a significant shareholder of HTG, the members of the Management
Board and the Supervisory Board, the close members of the family of these persons and controlled entities by
these persons.
Entities with significant influence over the Group
Until the Transaction, the largest shareholder of the Group had significant influence over the Group and
constituted a related party according to IAS 24. Due to the fact that this investor is also represented on the
Supervisory Board of HTG SE the investor is still assumed to have significant influence over the Group although
the percentage share in the parent company significantly reduced through the Transaction. This shareholder
participated in the new convertible loan in 2021 with € 3.0 million and in the convertible loan in 2020 with € 4.2
million.
Key management personnel of the Group
The Management Board as well as the Supervisory Board of the Group constitute the key management
personnel and therefore related persons according to IAS 24 for the HTG.
Expenses for compensation of the key management personnel are summarized in the table below.
December 31,
(in EUR thousands)
2021
2020
Short-term benefits
1,020
413
Share-based payments
15,660
1,730
16,680
2,143
Share-based payments expenses for key management personnel solely arise from the Virtual Option Plans
described under section ‘Share-based payments’ above, for the terms and conditions refer to Note 31 - Share-
based payments.
The Group has not granted any loans, guarantees, or other commitments to or on behalf of any of the related
persons. Other than the remuneration disclosed above the following transactions occurred with entities
controlled by key management personnel:
UAB NFQ Technologies ("NFQ"), a software company registered in the Republic of Lithuania, has been
identified as a related party according to IAS 24. During the reporting period, an agreement with NFQ was
intact on the provision of certain software development services, office space and other services by NFQ to
entities of the HTG for cash consideration. Other services mainly include the provision of payroll, accounting
and car rental services. The business transactions under the scope of the agreement occurred under market
conditions. Below listed amounts resulted from related party transactions with NFQ during the reporting
period:
December 31,
(in EUR thousands)
2021
2020
Product development and operations expenses
5,493
4,469
Other Services
172
131
Office Rent
246
204
Payables towards NFQ
4
19
44
33 - Auditor's fees
The following expenses incurred for services provided by the auditors and related companies of the auditors for
the HomeToGo Group:
December 31,
(in EUR thousands)
2021
2020
Audit fees
1,490
73
thereof: audit fees for previous fiscal year audits
838
—
Other attestation services
127
—
Total
1,618
73
34 - Financial instruments
The table below shows the net gains and losses of financial instruments per measurement categories defined
by IFRS 9:
December 31,
(in EUR thousands)
2021
2020
Financial assets measured at Amortized cost (AC)
(1,069)
(480)
Financial assets and financial liabilities measured at fair value through profit or loss
(FVTPL)
342
—
Financial liabilities measured at Amortized cost (AC)
—
(2,125)
Financial liabilities measured at fair value through profit or loss (FVTPL)
207
(5,471)
Total interest expenses including amortization from the effective interest method on financial liabilities that are
measured at amortized cost for the year was EUR 0.9 million (2020: EUR 2.0 million).
The following table shows the carrying amounts and fair values of financial assets and financial liabilities,
including their levels in the fair value hierarchy. The table excludes fair value information for financial assets
and financial liabilities not measured at fair value if the carrying amount reasonably approximates fair value.
The carrying amounts of cash and cash equivalents, trade and other receivables as well as trade payables are
approximately their fair value due to their short-term maturities. For all other financial assets and liabilities, no
changes have occurred that would have had a material effect on the fair value of these instruments since their
initial recognition.
45
Financial instruments as of December 31, 2021 are as follows:
December 31, 2021
(in EUR thousands)
Carrying
amount
Category in
accordance
with IFRS 9
Fair value
Fair value level
Non-current assets
Other receivables
814
Amortized cost
Other financial assets
8,249
thereof deposits
1,502
thereof investments
3,597
FVTPL
3,597
Level 3
Current assets
Trade and other receivables
18,992
Amortized cost
thereof trade receivables
9,755
thereof other receivables
9,237
Cash and cash equivalents
152,944
Amortized cost
Other financial assets
101,960
thereof deposits
1,995
thereof money market funds
99,965
FVTPL
99,965
Level 1
Non-current liabilities
Borrowings
9,371
Amortized cost
Other financial liabilities
12,954
thereof lease liabilities
12,949
N/A
thereof other liabilities
5
Current liabilities
Borrowings
3,007
Amortized cost
Trade payables
15,395
Amortized cost
Other financial liabilities
8,885
thereof lease liabilities
1,228
N/A
thereof other liabilities
7,656
Amortized cost
46
Financial instruments as of December 31, 2020 are as follows:
December 31, 2020
(in EUR thousands)
Carrying amount
Category in
accordance
with IFRS 9
Fair value
Fair value
level
Non-current assets
Other receivables
1,414
Amortized cost
Other financial assets
1,485
Amortized cost
thereof deposits
1,485
Current assets
Trade and other receivables
5,647
Amortized cost
thereof trade receivables
5,142
thereof other receivables
505
Cash and cash equivalents
36,237
Amortized cost
Other financial assets
549
Amortized cost
thereof deposits
361
thereof other financial assets
188
Non-current liabilities
Convertible Loans
33,132
Amortized cost
33,295
Level 3
Borrowings
3,557
Amortized cost
Other financial liabilities
26,139
thereof lease liabilities
13,665
N/A
thereof other liabilities
9
thereof derivatives
12,465
FVTPL
12,465
Level 3
Current liabilities
Borrowings
2,114
Amortized cost
Trade payables
4,233
Amortized cost
Other financial liabilities
1,574
thereof lease liabilities
1,464
N/A
thereof other liabilities
110
Amortized cost
The carrying amounts of the financial assets and liabilities measured at amortized cost listed above and defined
by IFRS 9 as of December 31, 2021 and 2020 were as follows:
December 31,
(in EUR thousands)
2021
2020
Carrying amount
Financial assets measured at amortized cost
179,397
45,333
Financial assets measured at fair value through profit or loss (FVTPL)
103,562
—
Financial liabilities measured at amortized cost
26,555
43,155
Financial liabilities measured at fair value through profit or loss (FVTPL)
—
12,465
As HTG does not meet the criteria for offsetting, no financial instruments are netted.
Where quoted prices in an active market do not exist, HTG uses valuation techniques that maximize the use of
relevant observable inputs and minimize the use of unobservable inputs. The valuation technique used
incorporates all factors that market participants would consider in pricing such a transaction, e.g. the fair values
disclosed in the notes for the host contract of convertible loans are determined by using credit-risk specific
discount factors.
47
The following paragraph shows the valuation technique used in measuring Level 3 fair values at December 31,
2021 and December 31, 2020 for financial instruments measured at fair value in the statement of financial
position (derivative financial liability for conversion right and contingent consideration for Escapada) as well as
the significant unobservable inputs used:
•Valuation techniques: The valuation of the embedded derivative is performed by using an option price
model. More specifically the valuation was performed using binomial trees for HTG’s share price and
refinancing rate to come up to a fair value of the conversion right. The valuation technique for the contingent
consideration resulting from the acquisition of Escapada is described under note 6.
•Significant unobservable inputs: The option price model for the embedded derivative uses different
inputs. The most significant unobservable input is the refinancing rate of HTG. Further inputs for the valuation
model are the Company value and the volatility of equity. Both inputs have a lower impact on the fair value of
the entire embedded derivative. The unobservable inputs for the contingent consideration resulting from the
acquisition of Escapada are described under note 6.
The following tables show a reconciliation for Level 3 fair values:
(in EUR thousands)
Embedded Derivative
Contingent
Consideration
Opening balance Jan 1, 2020
(315)
(1,647)
Issuance of convertible loans and modification of existing contracts
(6,679)
—
Settlement
—
1,647
Losses recognized in finance costs
(5,471)
—
Closing balance Dec 31, 2020
(12,465)
—
Opening balance Jan 1, 2021
(12,465)
—
Issuance of convertible loans and modification of existing contracts
(24,961)
—
Losses recognized in finance costs
(2,644)
—
Gains recognized in finance income
2,436
—
Conversion into equity
37,634
—
Closing balance Dec 31, 2021
—
—
There were no transfers between the different levels of the fair value hierarchy during the periods presented.
HTG’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the end of the
reporting period.
35. Financial risk management
HTG is exposed to the following risks from the use of financial instruments:
a) Credit risk
b) Liquidity risk
c) Market risk, interest rate and currency risk
The Company´s Management Board have the overall responsibility for the establishment and oversight of
HTG’s risk management framework. HTG’s risk management policies are established to identify and analyze the
risks faced by HTG and to minimize negative impact on the financial position of HTG related to those risks.
Capital risk management
HTG’s objective when managing capital is to safeguard HTG’s ability to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
Management monitors capital usage by overseeing the decrease and increase of cash and cash equivalents as
presented in the consolidated statement of financial position. The Group is subject to a financial covenant with
regard to some loans issued in 2020 for which no breach has occurred. HTG needs to achieve an equity ratio of
50% or higher. Management expects to achieve the necessary equity ratio.
48
a)Credit risk
Credit risk is the risk of financial loss to HTG if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. Credit risk includes both the immediate default risk and the danger of a
decline in the customer’s creditworthiness.
HTG is exposed to credit risk on cash and cash equivalents and current other financial assets, which it monitors
centrally. HTG maintains its cash deposits at financial institutions with top credit ratings. The creditworthiness
of these financial institutions is constantly monitored. HTG considers that its cash and cash equivalents and
current other financial assets have low credit risk based on the external credit ratings of these financial
institutions.
HTG is generally exposed to the credit risk that its partners are cash-strapped or in financial difficulties and
thus, would not pass the agreed share of commission to HTG. Overall, the credit risk for trade and other
receivables is considered low. The maximum risk exposure for all financial assets is the carrying amount. Refer
to Note 4 regarding the application of the expected credit loss model.
b)Liquidity risk
Liquidity risk is the risk that HTG will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. HTG’s approach to managing liquidity is
to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under
both normal and stressed conditions, without incurring unacceptable losses or risking damage to HTG’s
reputation. HTG uses regular external financing options such as bank loans, but also financing instruments such
as convertible loans, to quickly raise larger amounts of fresh capital and thus always ensure a certain liquidity
buffer.
The following are the remaining contractual maturities of financial liabilities at the balance sheet date. Apart
from lease liabilities, the amounts are gross and undiscounted and include contractual interest payments and
exclude the impact of netting agreements.
December 31, 2021
(in EUR thousands)
<1 year
1 - 5 years
> 5 years
Total
Carrying
amount
Trade and other payables
15,395
—
—
15,395
15,395
Other liabilities
8,535
1,117
—
9,653
9,653
Convertible Loans
—
—
—
—
—
Borrowings
3,007
9,371
—
12,378
12,378
Lease liabilities
1,228
1,632
11,318
14,178
14,178
Total
28,165
12,120
11,318
51,603
51,603
December 31, 2020
(in EUR thousands)
<1 year
1 - 5 years
> 5 years
Total
Carrying
amount
Trade and other payables
4,233
—
—
4,233
4,233
Other liabilities
110
9
—
119
119
Convertible Loans
—
42,231
—
42,231
33,132
Borrowings
1,930
4,212
103
6,245
5,671
Lease liabilities
1,487
5,154
12,674
19,315
15,129
Total
7,760
51,606
12,777
72,143
58,284
49
The following table shows changes in liabilities arising from financing activities:
(in EUR thousands)
January
1, 2021
Cash
flows
Changes
in fair
values
New
leases
Additions from
business
combinations
Reclassi
fication
/
Convers
ion
Modifica
tions and
other
effects
Interest
December
31, 2021
Borrowings (non-
current)
3,558
9,969
—
—
—
(3,255)
(1,244)
343
9,371
Convertible loans (non-
current)
33,132
66,206
—
—
—
(108,626)
(25,341)
34,629
—
Lease liabilities (non-
current)
13,665
—
—
1
10
(517)
(210)
—
12,949
Derivatives (non-
current)
12,465
—
207
—
—
(37,633)
24,961
—
—
Borrowings (current)
2,113
(2,362)
—
—
—
3,255
—
—
3,007
Lease liabilities (current)
1,464
(966)
—
18
10
517
(332)
517
1,229
66,398
—
72,848
—
207
—
19
—
19
—
(146,259)
—
(2,166)
—
35,490
—
26,555
(in EUR thousands)
January
1, 2020
Cash
flows
Changes
in fair
values
New
leases
Additions from
business
combinations
Reclassi
-fication
Modifica
tions and
other
effects
Interest
December
31, 2020
Borrowings (non-
current)
—
7,170
—
—
—
(3,860)
246
3,558
Convertible loans (non-
current)
1,697
29,663
—
—
—
—
(1,862)
3,634
33,132
Lease liabilities (non-
current)
1,397
—
12,943
—
(311)
(364)
—
13,665
Derivatives (non-
current)
315
6,679
1,818
—
—
—
3,653
—
12,465
Borrowings (current)
—
(1,500)
—
—
—
3,860
—
(246)
2,113
Lease liabilities (current)
862
(563)
—
491
—
311
52
311
1,464
4,271
41,449
1,818
13,434
—
—
1,479
3,945
66,398
c) Market, interest rate and currency risk
Market risk is the risk that changes in market prices, such as foreign exchange rates or interest rates will affect
HTG’s income or the value of its financial instruments. HTG manages its market risk on a centralized basis with
the objectives of managing and controlling market risk exposures within acceptable parameters.
Exposure to interest rate risk normally arises from variable interest-bearing financial instruments. HTG only has
fixed interest loan agreements and therefore is not exposed to an interest rate risk.
HTG is not exposed to a material transactional foreign currency risk.
50
36 - Subsequent events after the reporting period
AMIVAC
On August 29, 2021 HS Holiday Search GmbH entered into an transfer agreement for AMIVAC SAS (“AMIVAC”)
whereby the sole shareholder had to sell all shares in AMIVAC if the French workers council agreed to the
transaction. With the fulfillment of the condition HS Holiday Search GmbH entered into a share purchase
agreement to acquire 100% of the shares in AMIVAC for EUR 4.2 million with a holdback amount of EUR 1
million on October 27, 2021, with the agreed closing date being January 1, 2022.
As part of the agreement the seller carved out all assets related to its vacation business unit and transferred
those to AMIVAC until January 1, 2022. As a result, AMIVAC will hold three complementary platforms offering
vacation rentals listings and an IT platform. In addition, the seller is to provide the operational support through
a service agreement in order to run AMIVAC’s vacation business as usual for one year.
Given that HTG has no controlling rights as of year end, AMIVAC is not consolidated yet in 2021. Apart from the
holdback amount of EUR 1 million, which is shown within other fina ncial liabilities, EUR 3.2 million have been
fully paid as at year end. The EUR 4.2 million claim to shares are shown within other financial assets.
Preliminary purchase price allocation:
(in EUR thousands)
Preliminary Fair Value
Cash
150
Intangible assets: trademarks
570
Intangible assets: customer relationships
1,391
Intangible assets: software
117
Other assets
161
Net deferred tax asset
756
Other liabilities
(1,263)
Net identifiable assets acquired
1,881
Add: goodwill
2,269
Net assets acquired
4,150
The purchase price allocation is preliminary as the valuation of assets and liabilities assumed as part of the
business combination is not complete due to the short time frame between acquisition and authorization for
issue of the Group's financial statements.
Furthermore, the Company is continuously looking for and possibly in negotiation in view of potential
acquisitions.
Virtual Stock Option Program 2022 / Restricted Stock Unit Program 2022
In 2022 a new long-term incentive (LTI) program was established, but no awards were granted to beneficiaries
as of 31st December 2021. Under the Virtual Stock Option Program (VSOP 2022) and the Restricted Stock Unit
Program (RSUP 2022) Virtual Stock Options (VSOs) / Restricted Stock Units (RSUs) are granted to employees,
advisors of the Company and Affiliated Companies as well as members of the Management Board.
The participants are able to select the allocation of their overall grant between VSOP 2022 and RSUP 2022
(from 30% to 70% RSUP 2022 and vice versa 70 % to 30% VSOP 2022). The aggregate maximum plan volume of
the RSUP 2022 and VSOP 2022 shall be limited to the value of 1,225,556 Class A Shares of the Company. VSO /
RSU may be granted to the participants in one or more tranches at any time until the end of the year 2025.
Ukraine
In February 2022, a number of countries (including the US, UK and EU) imposed sanctions against certain
entities and individuals in Russia and Belarus as a result of the official recognition of the Donetsk People
Republic and Luhansk People Republic by the Russian Federation. Announcements of potential additional
51
sanctions have been made following military operations initiated by Russia against Ukraine on February 24,
2022.
Due to the war in Ukraine, there has been a significant increase in volatility on the securities and currency
markets. It is expected that these events may affect the activities of Russian enterprises in various sectors of
the economy, but also the economy of sanctioning countries and people in those countries as well.
The Management Board regards these events as non-adjusting events after the reporting period. Although
neither HTG's performance and going concern nor operations, at the date of this report, have been significantly
impacted by the above, the Management Board continues to monitor the evolving situation and its impact on
the financial position and results of the company. The indirect impact of the war in Ukraine and its implications,
such as a potential change in travel behavior, cannot be quantified at this point in time.
Luxembourg, March 28, 2022
Management Board of HomeToGo SE
Dr. Patrick Andrae
Wolfgang Heigl
Co-Founder & CEO
Co-Founder & CSO
Valentin Gruber
Steffen Schneider
COO
CFO
52