Adyen Shareholder Letter FY23 H2
Adyen Shareholder Letter FY23 H2
Shareholder letter
Shareholder letter H2 2023 2
H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2
2022 2022 2023 2023 2022 2022 2023 2023 2022 2022 2023 2023
345.8 421.7 426.0 544.1 608.5 721.7 739.1 887.0 356.3 372.0 320.0 423.0
A period of expansion
for our global team and
customer relationships
Dear shareholders, February 8, 2024
It's been just a few months since we were together at our Investor Day in
San Francisco, which is still fresh in our minds. The market's reaction to our
H1 results motivated us to host the event. At the time, challenging dynamics
including shifting customer priorities – which have and will always evolve –
posed a number of potential distractions as we executed our strategy. While
navigating the turbulence we all experienced, our team spent time in
dialogue, listening to your feedback, and making improvements where
needed. We thank you for your valued input, and are pleased to have
implemented meaningful changes that are built upon throughout this letter.
Shareholder letter H2 2023 4
Driving commercial
growth through
iterative product
innovation
Our land-and-expand approach remains the linchpin of our commercial
strategy. By forging robust relationships from the outset and partnering to
meet ever-changing consumer preferences, we once again experienced
over 80% of our growth coming from existing customers, with less than
1% volume churn.
In complex regulatory environments, our single platform makes a
compelling offer of simplicity and remains one of our key differentiators.
Particularly as regulation tightens around the capture and usage of
payment data, our technology offers a cohesive, agile, and – most
importantly: compliant – global solution. In H2, we further expanded our
global capabilities by obtaining our UK banking license.
Equipped with this new license, we were able to successfully obtain direct
access to the Bank of England's (BoE) centralized clearing and
real-time payment rail (the Faster Payments Services, or FPS). Much like
our investment in North America in H1 2023, during which we received
certification to be among the first to utilize the Federal Reserve’s instant
payment infrastructure, our BoE connection and direct FPS access will
facilitate settlement capabilities and instant payouts for our UK customers.
Additionally, this new license supports our ambition to further expand our
financial services capabilities.
Our post-Brexit investment builds upon Adyen's commitment to meeting
and maintaining high regulatory standards across our regions of operation.
It enhances our end-to-end control over the payments process while
leveraging our local expertise. Beyond Adyen’s deepened presence in the
UK, in H2, we also worked closely with card schemes and regulators to
anticipate the upcoming PSD3 directive in the EU. By proactively and
thoroughly preparing for upcoming regulatory shifts – even before
clear implementation timelines are established – we position our
customers for success and ensure they stay ahead of
evolving requirements.
Guided by our long-held philosophy of customer-driven innovation,
throughout H2, we developed a range of product enhancements to further
improve conversion rates, reduce fraud, and enable significant operational
efficiencies for our customers. Most notably, we further invested in
Shareholder letter H2 2023 8
Digital
As our longest-standing and most established offering, digital payments
continue to generate the largest amount of volumes, and significantly
contributed to them again in H2. Consumer preferences – which are further
digitalizing at every turn – are driving the global demand for more seamless
payment experiences. By leveraging the simplicity of our end-to-end
solution, we drive digital performance, support our customers’ growth
priorities, and, crucially, enable cost efficiencies along the way.
One of the primary avenues through which we drive cost optimization for
our customers is by identifying opportunity amid complexity. In our
collaboration with WorldRemit, for instance, an international money transfer
service with a complex network of payment partners, we enabled a
significant consolidation. Our single platform now serves as the processor
and acquirer across their global operations. By streamlining their once
complex, multi-partner setup, we helped deliver substantial operational
efficiencies and a unified view of their activities.
Attesting to our sizable opportunity in the US, as well as of the robustness of
our land-and-expand strategy, our Digital pillar growth in H2 was in part due
to the meaningful expansion of a relationship with an existing customer.
Over time, we have expanded our relationship with Cash App. Historically,
we partnered on processing their international volumes, including for
Afterpay. Following our land-and-expand strategy we are now a partner for
domestic volumes as well, and ramped these volumes in the fourth quarter.
Building our single platform entirely in-house positioned us to play the long
game. As the financial services industry rapidly digitalizes, partnerships like
those above demonstrate Adyen's role as a trusted, long-term collaborator.
Leveraging our advanced suite of products and solutions, we are uniquely
positioned to drive innovation and fill technological gaps, even across more
mature financial services offerings.
In H2, we announced the upcoming launch of our Pay-by-Bank services in
North America in partnership with digital finance innovator, Plaid. Building
on historical investments in both our US branch license and our local Tech
Hub, we are excited to work with Plaid to offer businesses and end-
consumers alike an unparalleled Pay-by-Bank experience. The recent
launch of Adyen's Open Banking Gateway, which provides more control and
enables us to better route open banking transactions, underpins this
investment. This increased efficiency translates to lower transaction costs,
thus contributing to a reduced total cost of ownership for our customers.
Offering a wide range of benefits to our customers, as well as greater choice
and flexibility to consumers, Pay-by-Bank joins a growing list of more than
150 payment methods offered on our single platform. Additionally, outside
of the US, we continue to invest in local payment methods in multiple
markets, saving both time and complexity for our customers looking to
reduce friction for consumers and increase conversion in the payments
process. This period, we launched a range of local payment methods across
some of our key markets, including PayPo in Poland, Billie B2B in the EU,
and ANCV in France.
Shareholder letter H2 2023 10
Using LPMs
91%
Another exciting development in H2 was the expansion of our Klarna
partnership. Klarna, an AI-powered global payments network and shopping
assistant, selected Adyen to act as one of their acquirers on behalf of their
different customer offerings, beginning in 2024 across Europe, North
America, and Asia. Through this partnership, we look forward to supporting
a more seamless payment experience for Klarna's 150 million consumers
and 500,000 retail partners worldwide.
+40% +33%
338.4
253.8
181.6
Processed volume
Figure 1
Unified Commerce
Within our Unified Commerce pillar, our long-term opportunity remains
robust. With businesses around the world increasingly digitalizing, the
largest share of payments are still being processed in store, and the lines
continue to blur between digital and in-person retail experiences. We are
therefore honing in on the verticals in which we already have a stronghold,
such as luxury retail and hospitality, as well as those where we are starting to
see positive traction, like large-format retail. Although short-term
macroeconomic fluctuations can have an impact, our long-term strategy
positions us well to navigate the changing tides of consumer behavior. As
verticals evolved, the pervasiveness of cross-channel payment experiences
acted as a tailwind for this pillar’s sustained growth.
Substantiating our opportunity in new verticals, H2 saw the inclusion of two
leading large-format retail brands to our customer portfolio: Finland’s
largest retail group, S Group, and German multinational home improvement
brand, OBI. With more than 500 million transactions annually, our
partnership with S Group aims to integrate their online and offline channels,
delivering a robust omnichannel experience and enhancing loyalty program
capacity across their extensive brand portfolio. This will cover a diverse
range of establishments and more than 1,900 locations and online
channels, including grocery stores, restaurants, hotels, and service stations
across Finland and Estonia. Similarly, in our partnership with OBI – a
household name in the eight European countries where it operates – we will
provide dual support through both our POS capabilities and our Adyen for
Platforms (AfP) solutions, highlighting the accelerating trend toward
digitalization in less obvious sectors.
320 ↗68
Shareholder letter H2 2023 12
277K ↗75K
Whether in mature or emerging markets, we are becoming the domestic
partner of choice for leading brands. Our partnership with Frasers
Hospitality, an award-winning serviced apartment brand, illustrates this
journey, wherein our single platform empowers them to offer frictionless
guest experiences across key regions including Singapore, Malaysia,
Australia, and Europe. From more streamlined check-in and check-out
experiences to diverse payment journeys online and offline, including local
major credit cards and local payment methods, Adyen’s innovative and
efficient solutions continue to meet the evolving needs of the hospitality
industry. Continuing to expand our reach in this vertical, we also welcomed
Shangri-La Group to our growing customer portfolio this period.
With significant potential in regions like LATAM, we continue to invest in
order to seize these exciting opportunities. Up to this point, in line with our
tried-and-tested strategy for entering new regions, we have set up select,
strategic partnerships. While these partnerships, such as our BIN-sponsors,
were essential to securing our initial market entry, some naturally
introduced dependencies that resulted in growth below our desired pace.
As we mature in the region, we can scale back these partnerships and
further unlock the full potential of our single platform. Combined with our
historic investments, including our full acquiring capabilities, our regulatory
license, and the launch of an increasingly popular local payment method,
Pix, we stand poised to transform the retail experience for consumers and
drive growth for our LATAM customers.
Shareholder letter H2 2023 13
500 ↗52
In the meantime, we remain committed to capturing ongoing opportunities
throughout the region, and see increasing traction with Unified Commerce
customers especially. In a new partnership with VTEX, for example, a
Brazilian enterprise digital commerce platform offering software solutions
for managing online sales, we will be the first global acquirer integrated
into their Sales App – a solution designed for connected commerce
operations. This collaboration is set to deliver a more unified approach
for their customers.
For Unified Commerce customers, offering a diversity of local payment
methods is a key strategic driver. In H2, we collaborated on the pilot of a
popular Japanese e-wallet, PayPay, at an event with a global sports brand.
This represented a small but significant milestone in our expansion efforts
into Japan, a traditionally cash-based market. As we expand our reach
in this and other high-potential countries, such as the United States,
Mexico, and India, we purposefully lay the groundwork to strengthen
our global presence.
+58% +24%
144.2
116.1
73.6
82.1
63.7
40.6
POS eCom
Figure 2
Platforms
We continue to see solid momentum for Adyen for Platforms (AfP), a
business model through which we enable platform business to capitalize on
the opportunity that a transaction-based revenue model brings. Bringing
together our strongest differentiators in both global online payments and
multi-channel commerce, we ensure that businesses even at the long tail of
the market can access the value of our single platform and enterprise-grade
product suite. On top of payments, the growing embedded financial
products (EFP) opportunity further solidifies our growth potential. While
currently of limited scale, our EFP offering remains a key differentiator.
87k ↗61k
As mentioned earlier, one reflection of our Platforms appeal was this
period's land-and-expand win with BILL, a leading financial operations
platform for small and midsize businesses, to deliver advanced acquiring
and issuing experiences for BILL’s accounts payable (AP) and accounts
receivable (AR) solutions. Another significant success story this period was
with major, multinational technology company, Oracle, with whom we are
working to offer their customers a complete payments solution, Oracle
Payments. In H2, we achieved further expansion with Oracle Food and
Beverage. Aligning with our shared goal of powering superior payment
experiences for ambitious businesses, in 2024, we plan to expand our
partnership into the UK and diversify into new verticals.
122k ↗68k
The adoption of AfP across verticals is underscored by the diversity of
platform businesses we attracted in H2, with recent customer wins such as
CareStack, a dental practice management platform, and FlashParking, a
leading parking technology company. As well as underlining the ubiquity of
financial technology, this expansion showcases our proficiency and
opportunity in new areas. FlashParking, for example, leveraged our unified
platform to successfully streamline and simplify their payments ecosystem
and gain a consolidated view of their multiple business streams.
Our issuing capabilities have garnered increased interest from various
customers, including Onsi, who provide an easy way for companies to pay,
reward, and protect their workers. As an existing issuing customer across
the UK, Netherlands, and Poland, as well as leveraging our acquiring
capabilities to offer top-ups, they will shortly launch a range of products
utilizing our EFP suite.
Shareholder letter H2 2023 15
18 ↗8
The aforementioned obtaining of our banking license in the UK was a pivotal
development in the second half of the year, further differentiating and
strengthening our position as an integrated financial technology provider.
Through this, we now have the capability to establish direct connection with
the Bank of England, providing us with a direct link to payment rails and
enabling significantly faster and more efficient payout services.
This achievement builds on the success of our faster payout services, which
we successfully launched in the EU, US, and UK in H1. We are committed to
expanding the reach of these services to broaden our EFP coverage and
ensure optimal real-time payout capabilities. Our focus also includes the
implementation of pre-build components to enhance operational efficiency
for a broader range of customers.
+16% +19%
61.5
51.8
44.8
POS eCom
Figure 3
Platforms: Processed volumes (in billion euros) of customers processing at
least 50% of their volumes via Adyen for Platforms (AfP).
*Excluding eBay volumes, Platforms volume growth would have been 112% YOY
Shareholder letter H2 2023 16
Impact
As mentioned earlier in this letter, the current cooling of our hiring will allow
the operating leverage inherent to our business model to become more
visible in our financials. Though this re-expansion will begin in 2024, the
impact will be limited as 2023 hires annualize, followed by more material
operational leverage in 2025 and 2026. Our investment in the team’s
broadened reach, specialized skill sets, and seniority will also gradually
ramp up to drive top-line impact during that time.
During H2’s final hiring stretch, we remained laser-focused on maintaining
our high talent standards. This meant prioritizing Formula fit to scale our
unique company culture and ways of working. To enable us to move quickly
and effectively without compromising on the quality of our people, we
further invested in standardizing our global onboarding program as well as
expanding our learning and development offering to include
more self-paced, independent programs and bringing our formerly external
leadership training in-house. We also continued conducting final interviews
with members of our most senior leadership teams. We are pleased that, in
2023, this group of senior leaders became further balanced with internally
developed talent alongside externally hired experts. Bringing on board more
diverse leadership perspectives and experience levels will help push us to
our next level.
There were also a few key developments regarding our approach to sales
and account management in H2. As our product offering grows and
becomes increasingly advanced, so too do the opportunities to land-and-
expand with our customers. To capitalize on the highly specific technical
advantages we bring across all products, we ‘pillarized’ our sales force –
moving it towards a more functional structure. Rather than selling our single
platform at a higher level, our commercial team is becoming better
positioned to tailor our offering and functionality to the specific needs of
each current and potential customer. One example of this, which we
mentioned earlier, was evolving our sales approach to more clearly
articulate and demonstrate our total cost of ownership advantages.
Though the decision to continue hiring was counter-cyclical to industry
trends, we are proud not to have wavered from our approach. This is the
team we are confident will execute Adyen’s key growth ambitions.
Shareholder letter H2 2023 19
San Francisco 296 299 Amsterdam 2,240 2,326 Singapore 156 165
Berlin 79 91 Mumbai 9 12
Brussels 14 15
Manchester 14 14
Shareholder letter H2 2023 20
Discussion of
financial results
Processed volume driven by the success of our
land-and-expand strategy
We processed €544.1 billion during H2 2023, up 29% YOY. For the full year
(FY), we processed €970.1 billion, up 26% YOY. In line with previous cycles,
the majority (>80%) of our growth came from expanded relationships with
1
existing customers, and we again saw less than 1% volume churn .
Of processed volumes, 83% were full-stack volumes, up from 79% in H2
2022. This number is driven by the growing utilization of our end-to-end
capabilities, through which the full value we offer is unlocked.
We made solid progress across all commercial pillars, but continue to stress
the importance of taking a long-term view, as growth is not always linear.
Digital – our longest established but continuously growing pillar – remained
the largest volume contributor overall, realizing €338.4 billion in H2 and
€605.5 billion for the FY, making up 62% of total processed volume in 2023
and growing 28% YOY. The acceleration in Digital volumes in H2 was
primarily driven by the ramp-up of an existing customer.
Unified Commerce volumes amounted to €144.2 billion in H2 and €253.4
billion for the FY, which was 26% of total processed volume in 2023 and up
29% YOY. Despite a broader slowdown in retail, we processed record
volumes during Q4’s peak shopping season.
Platforms contributed €61.5 billion in H2 and €111.2 billion for the FY,
making up 12% of total processed volume in 2023 and growing 11% YOY.
Without eBay volumes, Platforms would have grown at 112% in H2 and 99%
for the FY.
Our point-of-sale (POS) volume was €92.9 billion in H2 and €159.9 billion
(up 42%) for the FY, comprising 16% of total processed volume in 2023, up
from 15% in FY 2022.
1
In line with previous reporting periods, growth from existing customers is defined as growth from
merchants that processed volumes in the comparable period (H2 2022). Volume churn is defined
as the aggregate processed volumes during the comparable period of all merchants that had zero
processed volumes with Adyen during the current reporting period, divided by Adyen's total
processed volumes for the comparable reporting period.
Shareholder letter H2 2023 21
Figure 4
491.0
399.4
242.0
190.7
98.0
78.2
53.4 56.0
H2 2022 H2 2023 2
2
On a constant currency basis, net revenue of €887.0 million would have been 3% higher than
reported. Please refer to Note 1 of the Interim Condensed Consolidated Financial Statements for
further detail on revenue breakdown.
Shareholder letter H2 2023 22
Net income
Net income was €416.1 million for the period, up 48% YOY. We generated
significant interest income of €153.0 million in the period, primarily
stemming from our balances at central and commercial banks.
Financial objectives
We did not see any business developments over the second half of 2023
that would lead us to update our guidance. Our standing financial objectives
therefore remain unchanged.
Net revenue growth: We aim to continue to grow net revenue between the
low-twenties and high-twenties percent, up to and including 2026.
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Shareholder letter H2 2023 27
The accompanying notes are an integral part of these condensed consolidated financial statements.
*The comparative retained earnings and deferred tax assets balances are restated as a result of the application of IAS 12 amendment (refer to note 6.2).
Shareholder letter H2 2023 28
Other reserves
Share-based Retained
Note Share capital Share premium Legal Warrant Total equity
payment earnings*
reserves reserve
reserve
Balance - January 1, 2022 (as previously reported) 310 335,725 9,740 102,142 25,575 1,336,922 1,810,414
Balance - January 1, 2022 (restated) 310 335,725 9,740 102,142 25,575 1,340,860 1,814,352
Adjustments:
Intangible assets (2,160) 2,160 —
Other adjustments 161 (364) (203)
— — (2,160) 161 — 1,796 (203)
Transactions with owners in their capacity as owners:
Balance - December 31, 2022 310 352,399 6,254 124,723 25,575 1,906,795 2,416,056
*The comparative retained earnings balance is restated as a result of the application of IAS 12 amendment (refer to note 6.2).
Shareholder letter H2 2023 29
Other reserves
Share-based Retained
Note Share capital Share premium Warrant Total equity
Legal reserves payment earnings*
reserve
reserve
Balance - January 1, 2023 310 352,399 6,254 124,723 25,575 1,906,795 2,416,056
Adjustments:
Intangible assets 717 (717) —
Other adjustments 744 5,644 6,388
— — 717 744 — 4,927 6,388
Transactions with owners in their capacity as owners:
Share-based payment reclassification
Deferred tax on share-based compensation 6 11,196 (31,398) (20,202)
Options exercised 634 (634) —
Proceeds on issuing shares 7 — 13,201 13,201
Share-based payments 3.2 — 12,613 12,037 24,650
Reclassification of share-based payment plan 3.2 20,424 — 20,424
— 37,644 — 429 — — 38,073
Balance - December 31, 2023 310 390,043 7,761 125,896 25,575 2,610,044 3,159,629
The accompanying notes are an integral part of these condensed consolidated financial statements.
Shareholder letter H2 2023 30
Cash, cash equivalents and bank overdrafts at end of the period 8,306,982 6,522,345
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Shareholder letter H2 2023 31
Basis of preparation
The interim condensed consolidated financial statements for the period July 1, 2023 to December 31, 2023 have
been prepared in line with the accounting and recognition principles included in the Adyen annual consolidated
financial statements of 2022, in accordance with International Financial Reporting Standards and IFRS IC
interpretations as endorsed by the European Union (EU-IFRS). This report should, therefore, be read in conjunction
with the 2022 annual consolidated financial statements, as well as our H1 2023 interim condensed consolidated
financial statements.
The following periods have been presented for the interim condensed consolidated financial statements ended
December 31, 2023:
Statement of comprehensive income July 1 - December 31, 2023 July 1 - December 31, 2022
Statement of changes in equity January 1 - December 31, 2023 January 1 - December 31, 2022
Statement of cash flows July 1 - December 31, 2023 July 1 - December 31, 2022
Key disclosures
1. Revenue and segment reporting
The company derives revenue from settling and processing payments, sales of goods such as the sale of point-of-
sale (POS) terminals, and other payment specific services.
The breakdown of revenue from contracts with customers per type of goods or service is as follows:
Key Judgement – Principal versus agent for revenue out of settlement fees
Adyen contracts with third parties (financial institutions and network scheme providers) that provide
services to enable Adyen’s payment processing and acquiring services to merchants, for which
interchange and payment network fees are charged to Adyen ("pass-through settlement fees"). Adyen
adopts a transparent pricing model and charges fees to merchants based on its own incurred costs
(including interchange and payment network fees charged to merchants in a pass-through
arrangement), plus a mark-up which is disclosed as "Settlement fees".
Adyen applies its judgment in determining whether it has control of the full payment service before the
service is transferred to its merchants, and, in consequence, whether it is acting as agent or principal in
relation to the settlement fees charged to merchants. Where Adyen is principal, it will present its
acquiring mark-up and interchange and payment network fees passed on to merchants on a gross
(principal) basis within revenue. Where Adyen is agent, it will present its acquiring mark-up on a gross
(principal) basis, while the pass-through settlement fees will be presented within revenue on a net basis
(i.e. not recognized gross in revenue and costs incurred from financial institutions).
Based on facts and circumstances up to December 31, 2022, Adyen was considered primarily responsible for
fulfilling the promise to provide payment transaction services, and therefore had control over the full settlement
service before the service is transferred to merchants. As such, Adyen retained the exposure to financial institutions
and payment networks for the interchange and payment network fees, other costs incurred from financial
institutions, and therefore acted as Principal for the aforementioned fees.
In 2023, Adyen amended its terms and conditions applicable to merchant agreements in order to specify the
responsibilities of the services provided by financial institutions and network scheme providers involved in the
payment processing and acquiring services. The change in terms and conditions specifies the distinct services
provided in the payment flow, clarifying that Adyen does not provide a significant service of integrating the services
from third parties into one combined output for the merchant, nor does it control the inputs from third parties before
services are provided to the merchant. As such, Adyen acts as agent for the pass-through settlement fees
prospectively from January 1, 2023.
Shareholder letter H2 2023 34
The breakdown of revenue from contracts with customers based on timing is as follows:
Net revenue
The Management Board monitors net revenue as a performance indicator. Adyen considers net revenue to provide
additional insight to its users to evaluate the nature and financial effects of the business activities in which it engages
and the economic environments in which it operates. Net revenue is a non-IFRS measure – refer to note 1.3 for
further explanation on the non-IFRS measures reported by Adyen.
Contract assets Non-monetary component Other contract assets Total contract assets
Additions — —
Amortization for the period (11,552) (1,533) (13,085)
Exchange differences (89) (89)
Balance - December 31, 2022 41,664 6,948 48,612
– EBITDA: “Income before net finance income and income taxes” less “Amortization and depreciation” on the
consolidated statement of comprehensive income;
– EBITDA margin: EBITDA as a percentage of "Net revenue" on the consolidated statement of comprehensive
income;
– CapEx: Capital expenditures consisting of the line items "Purchases of plant and equipment" and "Capitalization
of intangible assets" on the consolidated statement of cash flows;
– Free cash flow: EBITDA less CapEx and “Lease payments” on the consolidated statement of cash flows; and
– Free cash flow conversion ratio: free cash flow as a percentage of EBITDA.
Shareholder letter H2 2023 36
2. Inventories
During H2 2023, inventory of EUR 6,269 in Brazil was reclassified to plant and equipment (note 11) as the POS
terminals are being held for rental to merchants instead of being sold in the ordinary course of business.
As a result of the net realizable value assessment, Adyen recognized inventory write-offs of EUR 17,024 (2022: EUR
380), included in 'Other expenses', driven by overstock purchases made during supply chain disruptions. Adyen
recognised inventory price variances of EUR 2,239 in ‘Other operating expenses’ (2022: EUR 770) related to
purchases of POS terminals from resellers at higher than standard price.
Shareholder letter H2 2023 37
Adyen considers its employees and culture as core to its growth. As part of the total remuneration package, Adyen
has four types of compensation plans:
I. Equity-settled option plan (granted until 2018);
II. Cash-settled share-based payment plan (granted from 2018 to May 2023);
III. Depositary receipts award plan for directors and employees (granted from 2018 to December 2023) and the
Fixed Salary shares plan (granted from December 2023 onwards) - presented in salaries and wages; and
IV. Restricted Stock Unit (“RSU”) awards plan (granted from 2023 onwards).
Shareholder letter H2 2023 38
As part of Adyen's sustainability efforts in H2 2023, EUR 8,870 represented the 1% of net revenue pledge towards UN
Sustainable Development Goals (SDG's). These contributions are in the process of going towards charitable
partnerships including UNICEF, Plan International, UNHCR and the WWF.
Sales and marketing costs decreased as a result of optimizing our preferred targeted marketing activities, reducing
costs along the way. In addition, miscellaneous operating costs increased due to higher accounts receivable loss
allowance provisions (note 10) and inventory price variances (note 2).
Exchange gains during H2 2023 mainly relate to exchange gains from Adyen’s foreign denominated cash balances.
The change in fair value of the derivative liabilities in H2 2023 was mainly driven by the revision of valuation inputs
related to time to maturity and likelihood of vesting as well as Adyen's share price decrease over the period. More
information on the valuation of the derivative liabilities is disclosed in note 10 ‘Financial instruments’.
6. Income taxes
innovative activities are taxed at a lower rate than the headline corporate tax rate in the Netherlands, thereby
reducing the effective tax rate.
Effective tax calculation H2 2023 H2 2022
Income before income taxes 569,591 360,310
Statutory tax rate in the Netherlands (%) 25.80% 25.80%
Income taxes based on statutory tax rate in the Netherlands 146,954 92,960
Current income tax receivables/(payables) December 31, 2023 December 31, 2022
Current income tax receivables 7,310 12,445
Current income tax payables (65,830) (4,441)
Income tax expense in the statement of comprehensive income can be specified as follows:
Income taxes H2 2023 H2 2022
Current income tax expense 148,141 79,856
Deferred income tax expense/(income) 5,301 (1,548)
Total income taxes 153,442 78,308
Shareholder letter H2 2023 41
7. Capital management
Adyen’s objective when managing capital is to safeguard its ability to continue as a going concern. Furthermore,
Adyen ensures that it meets regulatory capital requirements at all times.
Capital management (in EUR '000) December 31 , 2023 December 31 , 2022
In 2023, 46,799 (December 31, 2022: 29,213) additional shares were issued. The additional issued shares were a
result of exercises of options granted to employees, share issuance relating to the Depositary receipts award plan
and Fixed Salary shares plan and vesting of shares granted to employees relating to the RSU plan (refer to note 3.2
for further information). The number of outstanding ordinary shares as of December 31, 2023 is 31,033,098
(December 31, 2022: 30,986,299) with an absolute nominal value EUR 0.01 per share. The total number of
authorized shares as of December 31, 2023 is 80,000,000 (December 31, 2022: 80,000,000).
The following reserves are considered to be non-distributable: legal reserves (in accordance with Dutch Law), share-
based payment reserve, warrant reserve, and total comprehensive income for the current period. The total of
distributable reserves as at December 31, 2023 amounts to EUR 2,302,075 (December 31, 2022: EUR 1,691,427).
The legal reserves restricted for distribution in accordance with Dutch Law as at December 31, 2023 amounts to EUR
22,582 (December 31, 2022: EUR 18,518).
Net income is added to retained earnings reserve and the current dividend policy is to not pay dividends, as retained
earnings are used to support and finance the growth strategy.
Own funds (in EUR '000) December 31, 2023 December 31, 2022
The increase in total own funds in 2023 mainly relates to the additions of consolidated net profit (full year 2022 and
H1 2023).
*The comparative retained earnings balance is restated as a result of the application of IAS 12 amendment (refer to note 6.2).
Shareholder letter H2 2023 43
The "Cash held at central banks" and "Cash held at banks, other than central banks" earned interest in the amount of
EUR 116,912 and EUR 35,787 (during the six month ended December 31, 2022: EUR 11,564 and EUR 16,091)
respectively during the period, due to the rising interest rates in a positive interest rate environment, which was
recognized in finance income.
Of the "Cash held at banks, other than central banks", EUR 88,860 ( December 31, 2022: EUR 68,564) are restricted
and are therefore not available for general use by the Company. The restricted cash mainly relates to deposits
required under the US Federal Foreign Branch license, Brazilian acquiring license, as well as deposits held as
guarantee for leased offices. The restricted cash is readily convertible and therefore classified as cash and cash
equivalents.
Other financial assets at fair value through profit or loss (‘FVPL’) (Visa Inc. preferred shares)
Adyen has recognized and classified the convertible (‘Series C’) preferred Visa Inc. shares within the FVPL category.
The balance of other financial assets at FVPL as per December 31, 2023 is EUR 14,821 (December 31, 2022: EUR
12,264). The fair value of the level 2 preferred shares in Visa Inc. is based on the quoted price of Visa Inc. common
shares, adjusted for lack of marketability, multiplied by an initial conversion rate of preferred shares into common
shares. The conversion rate may fluctuate in the future. The adjustment for lack of marketability is determined using
an option pricing model technique which relies on observable market data of the underlying Visa Inc. common
shares, as well as a presumed length of holding period restriction on the preferred shares.
The Visa Inc. preferred shares carry the right to receive discretionary dividend payments presented as other
expenses in the statement of comprehensive income (during the six months ended December 31, 2023: EUR 61, and
during the six month ended December 31, 2022: EUR 44).
year, and upon vesting, each entitles the warrant holder to acquire 1.25% of Adyen’s issue-date diluted share volume
at any time prior to the warrant expiration date (January 31, 2025).
The derivative liabilities are valued using a Black-Scholes-Merton option pricing model (“OPM”) technique. The OPM
takes into consideration various observable market and contractual data as well as management estimates, including
the probability of vesting based on achievement of milestones in line with the fulfilment of the payment services to be
provided to the merchant.
The derivative liabilities balance as per December 31, 2023 is EUR 1,400 (December 31, 2022: EUR 35,000).
The change in fair value of the derivative liabilities during H2 2023 was mainly driven by the revision of valuation
inputs related to time to maturity and likelihood of vesting as well as Adyen's share price decrease over the period.
Adyen carried out a sensitivity analysis of the derivative liabilities with respect to the Adyen share price, noting that a
5% change in the underlying Adyen share price would result in an change of approximately 5% (EUR 0 million) (2022:
5% (EUR 2 million)) of the value of the derivative liabilities, all other circumstances considered equal.
No tranche milestones were met, or vested, and no related warrants were exercised during H2 2023.
Shareholder letter H2 2023 45
Other disclosures
11. Plant and equipment
Computer
Leasehold
Plant and equipment Hardware and Other Total
Improvements
Software
H2 2022
Cost 132,680 24,367 6,074 163,121
Accumulated depreciation (52,789) (6,687) (1,682) (61,158)
Balance - July 1, 2022 79,891 17,680 4,392 101,963
H2 2023
Cost 224,695 34,233 5,841 264,769
Accumulated depreciation (77,870) (13,545) (2,852) (94,267)
Balance - July 1, 2023 146,825 20,688 2,989 170,502
Computer Hardware and Software additions during the six months ended December 31, 2023 mainly relate to
servers for data centers. During H2 2023, inventory (note 2) of EUR 6,269 in Brazil was reclassified to plant and
equipment as the POS terminals are being held for rental to merchants instead of being sold in the ordinary
course of business.
Adyen did not recognize an impairment loss or reverse any impairment loss on plant and equipment during the six
months ended December 31, 2023 and 2022.
Shareholder letter H2 2023 46
12. Leases
Adyen’s leases relate to offices and data centers across locations where it operates.
Right-of-use assets H2 2023 H2 2022
Offices and data centers
Cost 269,756 210,263
Accumulated depreciation (84,551) (51,013)
Balance - July 1 185,205 159,250
There were no other transactions with related parties during the period ended December 31, 2023 and 2022.
Adyen has taken into consideration the changes of each one of the above-mentioned amendments, refer to note 6.2
'Deferred income taxes', and concluded that the amendments do not have a material impact on the
financial statements.