EX-99.3 4 tm2530096d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

Financial Statements

 

 

 

 

Period from 01/01/2024 to 30/09/2024

 

 

 

 

 

Financial statement in IFRS standards as of September 30, 2024

 

 

 

 

 

1

 

 

Financial Statements

 

 

 

 

Summary of Financial Statements
   

 

 

 

 

 

 

 

 

 

 

1.Statement of financial position: 3
 1.1-       Asset: 3
 1.2-       Liabilities: 4
2.Statement of profit or loss and other comprehensive income: 5
3.Statement of changes in equity: 6
4.Cash Flow Statement: 7
5.Notes to the Financial Statements: 8

 

 

 

 

 

 

 

2

 

 

 

Financial Statements

 

 

This Financial statment was establish in accordance with International
Financial Reporting Standards (IFRSs) as issued by the International
Accounting Standards Board (IASB).

 

 

STATEMENT OF FINANCIAL POSITION

 

As of Septembre 30, 2024

 

 

 

 

 

(in € thousand) Notes Septembre
30, 2024
Decembre
31, 2023
Variation  
           
ASSETS          
Current          
Cash and cash equivalents   199 176 23  
Accounts receivable   437 979 (541)  
taxes receivable   - - -  
Inventories   - - -  
Prepaid expenses   11 10 1  
Intercompany receivable   - - -  
           
Non-current          
Restricted cash     - -  
Deposits to suppliers     - -  
Lease Assets     - -  
Intangible assets 5.1 6.092 6.035 57  
Property, plant, and equipment 5.2 190 131 59  
Deferred Tax (Asset)   307 407 (100)  
           
TOTAL ASSETS   7.236 7.739 (503)  

 

 

 

 

 

 

 

3

 

 

Financial Statements

 

 

This Financial statment was establish in accordance with International

Financial Reporting Standards (IFRSs) as issued by the International

Accounting Standards Board (IASB).

 

 

STATEMENT OF FINANCIAL POSITION

 

As of Septembre 30, 2024

 

 

 

 

(in € thousand) Notes September
30, 2024
Decembre
31, 2023
Variation  
           
LIABILITIES          
Current          
Accounts payable and accrued liabilities   100 112 -            37  
taxes Payable   264 309 -            76  
Current portion on external loans   - - -  
Current portion of lease liabilities   98 61 10  
Others liabilities   34 - -  
           
Non-current          
Lease liabilities   72 20 52  
Asset retirement obligations   - - -  
Long term portion on external loans   572 413 460  
Deferred income   1 227 1 629 202  
Deferred Tax (Liability)   - - -  
        -  
TOTAL LIABILITIES   2 367 2 544 610  
EQUITY          
Share capital   138 138 3  
Equity reserves   1 741 1 754 -          467  
Merger premium   3 769 3 769 95  
Net Income of the year   (780) (467) -          454  
TOTAL EQUITY   4 868 5 195 -          823  
           
TOTAL LIABILITIES AND EQUITY   7 236 7 739 -          213  

 

 

 

 

 

 

 

4

 

 

Financial Statements

 

 

 

This Financial statment was establish in accordance with International

Financial Reporting Standards (IFRSs) as issued by the International

Accounting Standards Board (IASB).

 

 

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 

From 01/01/2024 To 09/30/2024

 

 

 

 

 

(in € thousand) Notes Septembre
30, 2024
Septembre
30, 2023
Variation  
           
Revenue 8 1.050 433 617  
Revenues   1.050 433 617  
Personnel and social costs   796 732 64  
General and administrative   279 285 (6)  
Taxes, duties and similar payments   8 (2) 10  
Depreciation and amortization   811 - 811  
Expenses   1.894 1.015 878  
Operating income for the year   (843) (583) (261)  
Net finance expense/income   16 39 (23)  
Other expenses   - - -  
Net income before income taxes   (859) (621) (238)  
Income Tax expense 9 (79) - (79)  
Net Income   (780) (621) (159)  
Other comprehensive loss   - - -  
Items that will subsequently be reclassified to net income   - - -  
Foreign currency translation adjustment   - - -  
           
Comprehensive income   (780) (467) (313)  

 

 

 

 

 

 

 

 

 

 

5

 

 

Financial Statements

 

 

 

 

This Financial statment was establish in accordance with International
Financial Reporting Standards (IFRSs) as issued by the International
Accounting Standards Board (IASB).

 

 

Statement of changes in equity

 

As of Septembre 30, 2024

 

 

 

 

 

 

(in € thousand) Capital Legal
reserve
Other
reserves
Net
result
share
premium
Total
shareholders'
equity
 
Equity at 01/01/2024 138 12 1.743 (466) 3.769 5.195  
Increase in share capital - - - - - -  
Decrease in share capital - - - - - -  
Dividends paid - - (621) 621 - -  
Net income for the period - - - - - -  
Other comprehensive income - - 608 (935) - (327)  
               
Equity at 30/09/2024 138 12 1.729 (780) 3.769 4.868  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

6

 

 

Financial Statements

 

 

 

 

This Financial statment was establish in accordance with International
Financial Reporting Standards (IFRSs) as issued by the International
Accounting Standards Board (IASB).

 

Cash Flow Statement

 

As of Septembre 30, 2024

 

 

 

(in € thousand)

Septembre

30, 2024

Decembre

31, 2023

Cash flow from operating activities    
Net income (630) (621)
     
Adjustments for: - -
Depreciation and provisions 746 726
Change in trade receivables 255 96
Change in trade payables 45 109
Other adjustments (e.g., gains/losses on disposals) - -
Income taxes  79 -
Net cash flow from operating activities (173) 118
Cash flow from investing activities    
Acquisition of tangible assets - 1
Disposal of tangible assets 36 -
Acquisition of financial assets (e.g., securities, investments) - -
Net cash used in investing activities 36 (1)
Cash flow from financing activities    
Capital increase - -
Borrowings contracted 269 105
Repayment of borrowings 110 87
Bond issuance - -
Dividends distributed - -
Net cash flow from financing activities 159 18
     
Net change in cash and cash equivalents 23 135
     
Cash and cash equivalents at the beginning of the period 176 282
Cash and cash equivalents at the end of the period 199 418

 

 

 

 

 

 

7

 

 

Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the Financial Statements
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 

 

Financial Statements

1. Nature of Operations

 

RED Technologies SAS is a telecom engineering company specialized in the development and commercialization of solutions for sharing and optimizing the use of the radio frequency spectrum. These solutions are aimed at commercial, civilian, or military telecommunications operators and government agencies in France and internationally. In the face of the scarcity of exclusive frequencies available for mobile telephony and internet, RED Technologies' solutions allow for the shared use of underutilized frequencies between heterogeneous operators. As an innovative young company, RED Technologies is a member of the SYSTEMATIC competitiveness cluster and benefits from financial support from the Île-de-France region, BPI, and the Directorate General of Armament, with which it collaborates on studies related to future frequency sharing in the 2.3 - 2.4 GHz band. As part of this partnership, the company has installed a simulator within the DGA-MI (French Ministry of Armed Forces) to map the radio environment and define the areas that allow for the deployment of a mobile phone network without impacting military aeronautical and terrestrial telemetry activities. RED Technologies works with telecom equipment manufacturers to integrate its platform into the network infrastructure of these manufacturers. In addition, RED is developing military applications of its system with Thales.

 

 

 

2.General Information, Preparation Basis, and IFRS Compliance Statement

 

The financial statements cover the fiscal year ending Septembre 30, 2024, and are presented in monetary units (EURO), which is the company's functional currency. They have been prepared in accordance with IFRS. RED TECHNOLOGIES is (SAS) incorporated and domiciled in France. Its registered office and main establishment are located at 101 rue de Sèvres, 75006 Paris, Paris B 752 992 735, France.

 

 

 

3. Principal Accounting Methods

 

The financial statements have been prepared in accordance with IFRS standards as adopted by the IASB. These financial statements are presented in order of liquidity, and each item in the statement of financial position includes both current and non- current balances, where applicable.

 

 

9

 

 

Financial Statements

 

 

4. Estimates and Judgments

 

In preparing the financial statements, management makes a number of judgments, estimates, and assumptions regarding the recognition and measurement of assets, liabilities, revenues, and expenses. Procedures have been established to ensure that accounting methods are applied consistently and that the processes for modifying accounting estimates are controlled and implemented appropriately and systematically.

 

 

 

5. Fixed assets

 

The assets listed on the company’s balance sheet include tangible and intangible operating assets. The rights of use related to leased assets are presented under the asset categories corresponding to similar assets owned. Operating assets are used for service production or administrative purposes.

 

Operating assets are recorded at their acquisition cost, plus directly attributable expenses, and borrowing costs incurred when the assets’ commissioning is preceded by a lengthy construction or adaptation period. Internally developed software, when meeting the criteria for capitalization, is capitalized at its direct development cost, which includes external expenses and personnel costs directly attributable to the project. After initial recognition, assets are measured at cost less the accumulated depreciation and any potential impairment losses. The depreciable amount of an asset is determined after deducting its residual value.

 

Only assets under operating leases are considered to have a residual value, as the useful life of operating assets is generally equal to the expected economic life of the asset. Assets are depreciated using the straight-line method over the expected useful life of the asset for the company. Depreciation charges are recognized under the heading "Depreciation and impairment of tangible and intangible assets" in the income statement.

 

 

10

 

 

Financial Statements

 

5.1. Intangible assets

 

These costs are already recorded as assets according to the reference of IFRS standards.

 

These costs are detailed as follows :

 

(in € thousand) Natures December
31, 2021
December
31, 2022
December
31, 2023
Septembre
30, 2024
Research and development costs Projects 298 5.980 5.980 5.980
Work in progress on intangible assets Dynamic platform 5.682 - - -
Work in progress on intangible assets DAT 5G - 1.108 2.212 2.994
Work in progress on intangible assets Dynamic platform - - - -
Software, Concessions, and similar rights   - 63 63 63
Deposits and guarantees paid   4 4 4 5
Amortization of R&D   (298) (1.256) (2.224) (2 950)
Total   5.686 5.898 6.035 6.092

 

 

 

5.2. Property, plant, and equipment

 

The other fixed assets consist mainly of equipment and are presented as follows :

 

(in € thousand) Septembre 30,
2024
December
31, 2023
Variation
en Euro
Variation
en %
Property, plant, and equipment 99 134,71 (24) -18%
Right of use (IFRS 16) 681 525,79 155 30%
Amortization des Property, plant and equipment (77) (81,29) (1) 1%
Amortization of Right of use (IFRS 16) (513) (447,89) (92) 21%
Total 190 131 38 100%

 

 

Regarding the lease obligation (the remaining debt related to the financing), it must be re-evaluated annually at amortized cost. The annual installments should be allocated between debt repayment and financial expenses.

 

5.3. Finance lease contract

 

In a finance lease contract, the lessor transfers to the lessee the majority of the risks and rewards of the asset. It is analyzed as financing granted to the lessee for the purchase of an asset.

 

 

11

 

 

Financial Statements

The present value of the payments due under the contract, increased, if applicable, by the residual value, is recorded as a receivable. The net income from the transaction for the lessor corresponds to the interest on the loan and is recorded in the income statement under the heading "Interest and similar income." The rents received are allocated over the lease term, with the payments split between principal amortization and interest in such a way that the net income represents a constant rate of return on the residual outstanding balance. The interest rate used is the implicit interest rate of the contract.

 

 

 

Provisions recognized on these receivables follow the same rules as those described for financial assets accounted for at amortized cost.

 

The contracts are summarized as follows :

 

Entity RIVP BMW Finance
Contract Nature Bail LOA
Original Value   21 885,00
Start Date 01/05/2016 01/05/2024
End Date 29/04/2025 01/05/2027
Implicit Rate 1,17% 1,17%
Monthly Rent  in euros 5.126 5.451
Deposit in euros 5.227  
Option Exercise in euros   16.221

 

 

6. Public grants

 

The company receives grants for the financing of a project as well as tax credits. This grant is detailed as follows :

 

(in € thousand) Septembre
30, 2024
Septembre
30, 2023
Variation
in Euro
Variation
in %
 
Grants that directly impact the
income
152 483 331 218%  
Grant under IAS 20          
tax credit 80 302 222 278%  
Total 232 785 553 239%  

 

 

The company benefits from an operating grant. According to IFRS standards, the recognition of grants is only possible when they are clearly awarded by the public institution. Thus, the financing agreement, mentioning the date and the amount granted, will be the essential document justifying the recognition of the public grant.

 

12

 

 

Financial Statements

The company benefits from a research expenditure tax credit, which it accounts for as income under the 'income tax' account. This tax credit should be restated in IFRS as a public grant and should be reclassified under 'Other income' in the income statement.

 

IAS 20 addresses the accounting treatment of grants under international standards, as well as the information to be disclosed.

 

It discusses the treatment of grants, distinguishing between the immediate impact on profit and their recognition in equity. The recognition of grants is only possible when they are clearly granted by the public institution. Therefore, the financing agreement, which specifies the date and amount granted, will be the essential document justifying the recognition of the public grant. Furthermore, there are two types of grants, each with different accounting treatments:

 

  - Grants impacting the profit and loss directly;
  - Grants related to assets. These grants are commonly referred to as investment grants or equipment grants. They are grants provided to a company or association to finance the acquisition of an asset. Under IAS 20, these grants can be recognized in two different ways:
  - Recognition as deferred income;
  - The grant is deducted from the cost of the asset. The company has chosen to account for the grant as deferred income, recognizing the amount in a deferred income account.

 

 

7. Revenue

 

The company’s revenue shows an annual balance of KEUR 1.050 which is detailed as follows :

 

(in € thousand) September
30, 2024
September
30, 2023
Variation
en Euro
Variation
en %
Revenue 217 392 (175) -45%
Capitalized tangible production 782   782  
Operating subsidies 202 41 161 396%
ARestatement of subsidies in accordance with IAS 20 (152)   (152) 0%
Total 1.050 433 617 143%

 

13

 

 

Financial Statements

 

8.Income Tax

 

The company files these tax returns in France and benefits from all the tax advantages recognized in France. The situation regarding corporate taxes is detailed as follows :

 

  (in €  thousand) September
30, 2024
September
30, 2023
Variation
in Euro
Variation in
%
 
  Income tax 79 0 79    
  Total 79 0 79    

 

 

14