xbrli:pureiso4217:DKK346963492022-01-012022-12-31cmn:ConsolidatedMember346963492022-01-012022-12-311cmn:ConsolidatedMember346963492022-01-012022-12-311cmn:ConsolidatedMember346963492022-01-012022-12-311346963492022-01-012022-12-312346963492022-01-012022-12-312cmn:ConsolidatedMember346963492021-01-012021-12-31cmn:ConsolidatedMember346963492022-01-012022-12-31346963492021-01-012021-12-31346963492022-01-012022-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember346963492022-01-012022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember346963492022-01-012022-12-31fsa:EquityAttributableToParentMembercmn:ConsolidatedMember346963492022-01-012022-12-31fsa:MinorityInterestsMembercmn:ConsolidatedMember346963492022-01-012022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember346963492021-01-012021-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember346963492022-01-012022-12-31fsa:MinorityInterestsMembercmn:ConsolidatedMember346963492021-01-012021-12-31fsa:MinorityInterestsMembercmn:ConsolidatedMember346963492022-01-012022-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember346963492022-01-012022-12-31fsa:RetainedEarningsMember346963492022-01-012022-12-31fsa:RetainedEarningsMember346963492021-01-012021-12-31fsa:RetainedEarningsMember346963492022-12-31cmn:ConsolidatedMember346963492021-12-31cmn:ConsolidatedMember346963492022-12-31346963492021-12-31346963492022-01-01cmn:ConsolidatedMember346963492021-01-01cmn:ConsolidatedMember346963492022-01-01fsa:ContributedCapitalMembercmn:ConsolidatedMember346963492022-01-01fsa:SharePremiumMembercmn:ConsolidatedMember346963492022-01-01fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember346963492022-01-01fsa:RetainedEarningsMembercmn:ConsolidatedMember346963492022-01-01fsa:EquityAttributableToParentMembercmn:ConsolidatedMember346963492022-12-31fsa:ContributedCapitalMembercmn:ConsolidatedMember346963492022-12-31fsa:SharePremiumMembercmn:ConsolidatedMember346963492022-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember346963492022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember346963492022-12-31fsa:EquityAttributableToParentMembercmn:ConsolidatedMember346963492022-01-01fsa:MinorityInterestsMembercmn:ConsolidatedMember346963492022-12-31fsa:MinorityInterestsMembercmn:ConsolidatedMember346963492022-01-01fsa:ContributedCapitalMember346963492022-01-01fsa:SharePremiumMember346963492022-01-01fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember346963492022-01-01fsa:RetainedEarningsMember346963492022-01-01346963492022-12-31fsa:ContributedCapitalMember346963492022-12-31fsa:SharePremiumMember346963492022-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember346963492022-12-31fsa:RetainedEarningsMember346963492022-01-012022-12-31fsa:ContributedCapitalMembercmn:ConsolidatedMember346963492022-01-012022-12-31fsa:SharePremiumMembercmn:ConsolidatedMember346963492022-01-012022-12-31fsa:ContributedCapitalMember346963492022-01-012022-12-31fsa:SharePremiumMember346963492022-01-012022-12-316cmn:ConsolidatedMember346963492021-01-012021-12-316cmn:ConsolidatedMember346963492022-01-012022-12-311cmn:ConsolidatedMember346963492021-01-012021-12-311cmn:ConsolidatedMember346963492022-01-012022-12-31fsa:ShorttermDeferredIncomeMembercmn:ConsolidatedMemberGrundlag for konklusionKonklusion2023-06-302023-06-3033963556Deloitte Statsautoriseret RevisionspartnerselskabRevisionspåtegningRegnskabsklasse C, mellemstor virksomhed2021-12-312021-01-0133963556Weidekampsgade 6Deloitte Statsautoriseret Revisionspartnerselskab2300 København S2022-12-312022-01-01Bjergsø Holding ApS34696349ÅrsrapportKøbenhavn S23006WeidekampsgadeKøbenhavnKøbenhavn V17993<br /><br />27HumletorvetThe Board of Directors and the Executive Board have today considered and approved the annual report of Bjergsø Holding ApS for the financial year 01.01.2022 - 31.12.2022.The annual report is presented in accordance with the Danish Financial Statements Act.In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2022 and of the results of their operations and the consolidated cash flows for the financial year
01.01.2022 - 31.12.2022.We believe that the management commentary contains a fair review of the affairs and conditions referred to therein.We recommend the annual report for adoption at the Annual General Meeting.CopenhagenMikkel BjergsøDitte Kristine Lassen-KahlkeMikkel BjergsøChairTo the shareholders of Bjergsø Holding ApSWe have audited the consolidated financial statements and the parent financial statements of Bjergsø Holding ApS for the financial year 01.01.2022 - 31.12.2022, which comprise the income statement, balance sheet, statement of changes in equity and notes, including a
summary of significant accounting policies, for the Group as well as the Parent, and the consolidated cash flow statement. The consolidated financial statements and the parent financial statements
are prepared in accordance with the
Danish Financial Statements Act.
In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2022 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2022 - 31.12.2022 in accordance
with the Danish Financial Statements Act.We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional
requirements
applicable in Denmark. Our responsibilities under those standards and requirements are further
described in the "Auditor’s responsibilities for the audit of the consolidated financial statements and the parent financial statements" section of this auditor’s
report. We are independent of the Group in accordance
with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.Management is responsible for the preparation of consolidated financial statements and parent financial statements that give a true and fair view in
accordance
with the Danish Financial Statements Act, and for such internal control as Management determines
is necessary to enable the preparation of consolidated financial statements and parent financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements and the parent financial statements, Management is responsible for assessing the Group's and the Entity’s ability to continue
as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going concern basis of accounting in preparing the consolidated financial statements and the parent financial statements unless Management either intends to liquidate
the Entity or to cease operations, or has no realistic alternative but to do so.Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these consolidated financial statements and parent financial statements.
As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:<br />Identify and assess the risks of material misstatement of the consolidated financial statements and the parent financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
<br />Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group's and the Entity’s internal control.
<br />Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by Management.
<br />Conclude on the appropriateness of Management’s use of the going concern basis of accounting in
preparing the consolidated financial statements and the parent financial statements, and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Entity’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the consolidated financial statements and the parent financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Group and the Entity to cease to continue as a going concern.
<br />Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the disclosures
in the notes, and whether the consolidated financial statements and the parent financial statements represent the underlying transactions and
events in a manner that gives a true and fair view.<br />We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.Management is responsible for the management commentary.
Our opinion on the consolidated financial statements and the parent financial statements does not cover the management commentary, and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements and the parent financial statements, our responsibility is to read the management
commentary and, in doing so, consider whether the management commentary is materially inconsistent with
the consolidated financial statements and the parent financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
Moreover, it is our responsibility to consider whether the management commentary provides the information
required under the Danish Financial Statements Act.<br />Based on the work we have performed, we conclude that the management commentary is in accordance with
the consolidated financial statements and the parent financial statements and has been prepared in accordance with the requirements of the Danish Financial
Statements Act. We did not identify any material misstatement of the management commentary.
CopenhagenBjørn Winkler JakobsenHans Taubymne32127mne44339State Authorised Public AccountantState Authorised Public AccountantFinancial highlights2022
DKK'0002021
DKK'0002020
DKK'0002019
DKK'0002018
DKK'000Key figuresRevenue247,087237,065212,856293,442249,234Gross profit/loss52,19356,62149,63983,84278,622EBITDA(50,475)(32,610)(38,087)(10,837)6,184Operating profit/loss(63,810)(51,719)(64,826)(30,994)(8,652)Net financials(743)1,246(5,244)454(528)Profit/loss for the year(106,494)(52,541)(72,101)(30,100)(11,563)Profit for the year excl
.
minority interests(106,980)(50,786)(69,372)(28,218)(9,490)Balance sheet total117,639198,703190,893195,149165,830Investments in property, plant and equipment6,54024,66614,97026,08823,239Equity62,054131,075139,98495,883123,065Equity excl. minority interests62,936132,387140,17794,739122,428Average number of
employees226239244250198RatiosGross margin (%)21.1223.8823.3228.5731.55Net margin (%)(43.10)(22.16)(33.87)(10.26)(4.64)Return on equity (%)(109.54)(37.27)(59.06)(25.99)(7.42)Equity ratio (%)53.5066.6373.4348.5573.83Financial highlights are defined and calculated in accordance with the current version of "Recommendations &
Ratios" issued by the CFA Society Denmark.Gross margin (%)
:Gross profit/loss * 100
RevenueNet margin (%)
:
Profit/loss for the year * 100
RevenueReturn on equity (%)
:Profit/loss for the year excl. minority interests * 100
Average equity excl. minority interestsEquity ratio (%)
:Equity excl. minority interests * 100
Balance sheet totalPrimary activitiesThe Group's activities comprise of the development, manufacturing and sale of high-quality craft beers under the "Mikkeller" and “WarPigs” brands but also through various partnerships such as “Ramen To Biiru”, “La Neta” and “Selma”.
The Group operates both own bars and restaurants as well as partner/licensed establishments (referred to as retail activities). The production of beer takes place at the Group's own breweries and in cooperation with leading breweries primarily in Europe. Development in activities and financesIn 2022 the Group recorded a total revenue of TDKK 247,087 corresponding to an increase in revenue of 4% compared to 2021. The income statement for the period 01.01.22 - 31.12.22 shows a net loss of TDKK 106,494 and the balance sheet shows a total equity of TDKK 62,054.
The Group faced significant challenges throughout 2022 due to a difficult market environment, which tested its ability to effectively deliver products to the right markets at the right time. Consequently, obsolete inventory has been destroyed which had a significant impact on the financial results for the year.
Additionally, the Group was adversely affected by 1-2 months of lockdown measures in Europe and the United States, as well as 3-6+ months of restrictions in Japan and China.
Despite these obstacles, the Group proactively focused on the following key areas:
- Strengthening marketing efforts through expanded activities, including increased investments in trade
marketing, paid social advertising, and other e-commerce initiatives.
- Implementing process improvements across all organizational departments. The management team
recognized that many of the challenges encountered, both presently and historically, were a direct result of
insufficient processes. Therefore, they have undertaken a comprehensive assessment to identify
and prioritize areas for improvement, with ongoing efforts throughout 2023.
- Conducting targeted recruitment efforts to ensure the Group possesses the necessary capabilities to drive
profitability by prioritizing profitable markets and products, rather than solely pursuing top-line expansion.
Discontinued operations
The group has conducted a thorough analysis of profitability across the organization. Considering the results thereof in combination with future strategic goals, several unprofitable retail locations/initiatives have been wound down during the year.
The work continues throughout 2023 with the purpose of streamlining the organization to achieve its financial and organizational objectives.
Further, the planned divestment of the subsidiary, Stella Polly Inc., in which the Group will cease its brewery- and retail activities in the US, has had significant financial impact amounting to a net loss of TDKK 42,251 in 2022.
Management acknowledges that the net loss for the year is unsatisfactory. However, the Group remains committed to addressing these challenges head-on and is dedicated to charting a path towards a prosperous future.Profit/loss for the year in relation to expected developmentsGuidance for the year was an improvement of the operating profit (EBITDA) to a range between negative TDKK 1,000 and positive TDKK 5,000. Management finds the performance to be unsatisfactory. The lower than expected performance is related to lower than expected performance in key markets and investments in a shift of the strategic direction of the group. Moreover, provisions for expected losses have been considerably higher than expected.Uncertainty relating to recognition and measurementThe Group's financial position at 31 December 2022 and the results of its operations for the financial year ended 31 December 2022 are not affected by any unusual matters. OutlookThe Group’s outlook for 2023 is expected to be significantly better than the previous year, despite the challenges posed by high inflation and widespread financial uncertainties. While the economic landscape remains volatile, the Group is proactively navigating through these complexities to maintain stability and drive growth.
Consumer trends continue to show promising signs, with footfall remaining resilient amidst the prevailing uncertainties. This indicates the Group's ability to adapt to evolving consumer preferences and maintain a strong customer base. By staying attuned to market demands, the Group can capitalize on opportunities and deliver products and services that meet customer needs.
The Group has acknowledged the impact of inflation on its production costs, resulting in increased expenses for raw materials, transportation, and operational activities. However, through careful cost management and optimization strategies, the Group is taking proactive measures to mitigate these effects and maintain its financial performance.
By adopting a laser-focused approach, the Group aims to drive profitability and achieve sustainable growth in 2023. Strategic market analysis and optimization cost structures will be key factors in achieving this objective. The Group 's management team remains dedicated to making informed decisions and implementing measures to ensure financial stability and long-term success.
While challenges persist, the Group remains cautiously optimistic about its outlook for 2023. By striking a balance between addressing uncertainties and seizing opportunities, the Group is well-positioned to improve its net profits. The projected consolidated net profit for 2023 is TDKK 3,000 showcasing the Group's commitment to mitigating risks and achieving a strong financial position.
With a resilient management team and a focus on sustainable growth, the Group is confident in its ability to overcome challenges and achieve positive outcomes in 2023.
Knowledge resourcesThe Group continues focusing and investing in work environment development of all the workplaces within the Group. The Group has begun a group-wide project, which is focusing on development and maintenance of healthy work environments. The project focuses on both the physical and psychological wellbeing of all employees at all the Groups locations.
The Group continues prioritization of expanding the education- and training opportunities for employees in the Group in order to include extended opportunities for leadership-, management-, diversity & inclusion training. It is essential for the Group’s continued growth to attract and maintain talented employees. Through branding, working environment policies, employee benefits, education and development of employees, the Group strives to be an attractive, inclusive and safe workplace.
Environmental performanceThe Group remains dedicated in its commitment to conducting business operations in a responsible and sustainable manner. An inherent consideration of the Company's activities is the reduction of its environmental footprint, as it consistently seeks opportunities to enhance its efforts in this regard.
In 2022, the group successfully introduced an innovative sustainable cleaning system across all bars and restaurants, revolutionizing the way tap systems are maintained. This solution completely eliminates the need for harmful chemicals, benefiting both customers and the environment.
Research and development activitiesThe Group maintains a relentless pursuit of innovation, consistently evolving its concepts and products to uphold its position as a leading trendsetter in the market. In the upcoming year of 2023, the Group will persistently invest in advancing both its existing and new concepts and products, firmly entrenching product innovation within its very DNA.
Of notable significance is the Company's unwavering commitment to nonalcoholic craft beers, as it continues to allocate substantial resources towards product development and brand activation in this thriving category. By prioritizing this area, the Company strives to meet the evolving demands and preferences of consumers, ensuring a compelling and captivating experience with its offerings.Foreign branchesThe Group has a foreign branch in Sweden and UK. Events after the balance sheet dateIn January 2023 the Group's shareholder have contributed DKK 18.5m in capital to support the continued execution of the Group's strategy plan and to strengthen the Group's capital position.
Other than the above, no events have occured after the balance sheet date to this date, which would have influence on the annual report.24708657123706455652632694873652225284211907352121881503123395068752653276895610223610591215944521925835662073829022103657708102667952892313018977550745989013334210190058620102075-63809579-51718500-6075340-38021820-26602217476572541159206856617013360631102249106166393655533155680-64552983-50738401-106980432-50786228-309631180218900-6424335252540590-422505280-106493880-525405900-106980432-106980432486552-106980432-50786228486552-1754362-106980432-507862280-106980432-106980432-50786228385710152210750322800385710155438750878923912051639147028661735295829449452294045975294155700627722881612226277228816122265461821111214278395389266664665465461821111214278093938001664786267121265158566401065611267121265525544183241111532657467595144668231165942747455325299710729336956094433338492885086460311820782198103573179507266148611097831794423245005524450055245188141826301721482041644667151320560379245032259182413633806011763944719870269166386324133806102128951123043128951123043-2152700-2582118-2152700-2582118649600921348463286496009213484632862936343132387253-882691-1311919620536521310753341230430-25821181348463281323872531289510-21527006496009262936343-1311919131075334-882691629363431323872531230430-25821181348463281323872531289510-21527006496009218711424896021000001871125248963891203561419827766403891203561419827766400216986381237895912110800632269977377300014682301112849700523524522748385032632064203923453661845462446799484398839959488263317231714188494787960265102461344998114188497687482011763944719870269166386324133806102590837976238037982146037982146590837976238037982146-3797623837976238000-379762383797623800042941804294180429418004294180429418000-57324-5732400-882042-8820420-88204200Operating profit/loss from discontinued operations-4819685202740934219005862-2982042210000025686421-5094879-61892710-3570751717476572541159-2491061-663936-1952001-4054824181820-64169933-342357760-8087516995560-5267506-119132652336254018839940Net payment of loans to associates and group enterprises0190593-347702-12531423-64517635-467671990525317-525803037982146393659883745634339891305-27061292-687589417944232450055241 Events after the balance sheet date
In January 2023 the Group’s shareholder have contributed DKK 18.6m in capital to support the continued execution
of the Group’s strategy plan and to strengthen the Group’s capital position.
The Group's profitability has shown improvements in 2023 thorugh a strong focus on cost optimization and streamlining of its business operations.
Other than the above, no events have occured after the balance sheet date to this date, which would have influence on the annual report. 1 Events after the balance sheet dateIn January 2023 the Group’s shareholder have contributed DKK 18.6m in capital to support the continued execution
of the Group’s strategy plan and to strengthen the Group’s capital position.
Other than the above, no events have occurred after the balance sheet date to this date, which would influence
the evaluation of this annual report. 2 Staff costs2022
DKK2021
DKKWages and salaries96,206,32482,309,311Pension costs5,015,2613,691,198Other social security costs1,395,6131,047,505Other staff costs50,7542,183,287102,667,95289,231,301Average number of full-time employees226239Remuneration of management
2022
DKKRemuneration
of management
2021
DKKTotal amount for management categories8,744,0006,899,4928,744,0006,899,492Special incentive programmesThe Company has issued warrants to management. As of 31 December 2022, the participants have subscribed for a number of warrants, entitling the holders to collectively buy 3,807,659 warrants of a nominal value of DKK 38,076.59 for which 2,323,347 warrants of a nominal value of DKK 23,233.47 were issued at 31 December 2021.
The price of the warrants are agreed in advance and on the term set out in appendices 1 to 8 of the articles of association of the Company. The Board of Directors and the Executive Board consists of the same persons.
Average number of employees in pro rate-consolidated enterprises
Average number of employees above contains an average number of employees in prorate consolidated
enterprises: 10 in 2022 and 11 in 2021.2 Staff costs2022
DKK2021
DKKWages and salaries8,414,1106,901,103Pension costs551,958538,500Other social security costs11,48220,2878,977,5507,459,890Average number of full-time employees55Remuneration
of
Manage- ment
2022
DKKRemuneration
of Manage- ment
2021
DKKTotal amount for management categories8,744,0006,899,4928,744,0006,899,492Special incentive programmesThe Company has issued warrants to management. As of 31 December 2022, the participants have subscribed for a number of warrants, entitling the holders to collectively buy 3,807,659 warrants of a nominal value of DKK 38,076.59 for which 2,323,347 warrants of a nominal value of DKK 23,233.47 were issued at 31 December 2021.
The price of the warrants are agreed in advance and on the term set out in appendices 1 to 8 of the articles of association of the Company. The Board of Directors and the Executive Board consists of the same persons. 22623955Remuneration of management
2022
DKKRemuneration
of management
2021
DKKTotal amount for management categories8,744,0006,899,4928,744,0006,899,492Remuneration
of
Manage- ment
2022
DKKRemuneration
of Manage- ment
2021
DKKTotal amount for management categories8,744,0006,899,4928,744,0006,899,49287440006899492874400068994923 Depreciation, amortisation and impairment losses2022
DKK2021
DKKAmortisation of intangible assets987,2182,490,944Depreciation on property, plant and equipment10,855,32816,551,414Impairment losses on property, plant and equipment1,415,148(36,496)Profit/loss from sale of intangible assets and property, plant and equipment76,516013,334,21019,005,8624 Other financial income2022
DKK2021
DKKFinancial income from group enterprises(2,133,382)0Other interest income1,650,1451,692,769Exchange rate adjustments1,956,246846,418Other financial income274,6481,9721,747,6572,541,1593 Other financial income2022
DKK2021
DKKFinancial income from group enterprises2,068,5661,701,3362,068,5661,701,3365 Other financial expenses2022
DKK2021
DKKOther interest expenses785,296544,883Exchange rate adjustments1,680,075106,193Other financial expenses25,69012,8602,491,061663,9362022
DKK2021
DKKOther interest expenses785,296544,883Exchange rate adjustments1,680,075106,193Other financial expenses25,69012,8602,491,061663,9366 Tax on profit/loss for the year2022
DKK2021
DKKCurrent tax4,6312,452,836Change in deferred tax(406,185)(650,647)Adjustment concerning previous years91,9230(309,631)1,802,1897 Discontinued operations2022
DKKRevenue24,287,888Cost of sales(19,290,871)Other external expenses(21,663,520)Staff cost(13,178,773)Depreciation, amortisation and impairment losses(12,405,252)Post-tax profit/loss from discontinued operations(42,250,528)Plant and machinery3,134,741Other fixtures and fittings, tools and equipment351,360Deposits1,321,828Inventory4,120,614Trade receivables983,961Prepayments2,394,306Cash1,326,996Assets related to discontinued operations13,633,806Trade payables2,967,357Other payables729,656Deferred Income504,369Other Provisions3,486,100Liabilities related to discontinued operations7,687,482The discontinued operations pertain to the subsidiary, Stella Polly Inc., which is currently undergoing planned divestment. As part of this process, the Group will cease its brewery- and retail activities in the US.8 Proposed distribution of profit/loss2022
DKK2021
DKKRetained earnings(106,980,432)(50,786,228)Minority interests' share of profit/loss486,552(1,754,362)(106,493,880)(52,540,590)4 Proposed distribution of profit and loss2022
DKK2021
DKKRetained earnings(106,980,432)(50,786,228)(106,980,432)(50,786,228)9 Intangible assetsAcquired intangible assets
DKKGoodwill
DKKCost beginning of year9,433,69027,366,217Disposals(3,001,805)0Cost end of year6,431,88527,366,217Amortisation and impairment losses beginning of year(4,212,615)(27,043,417)Amortisation for the year(664,418)(322,800)Reversal regarding disposals2,302,2490Amortisation and impairment losses end of year(2,574,784)(27,366,217)Carrying amount end of year3,857,1010Acquired intangible assets
DKKGoodwill
DKKCost beginning of year9,433,69027,366,217Disposals(3,001,805)0Cost end of year6,431,88527,366,217Amortisation and impairment losses beginning of year(4,212,615)(27,043,417)Amortisation for the year(664,418)(322,800)Reversal regarding disposals2,302,2490Amortisation and impairment losses end of year(2,574,784)(27,366,217)Carrying amount end of year3,857,101010 Property, plant and equipmentPlant and machinery
DKKOther fixtures and fittings, tools and equipment
DKKLeasehold improvements
DKKCost beginning of year20,589,08535,482,16971,519,171Transfers(21,861,380)(872,075)(9,666,924)Additions1,272,2952,946,0362,321,470Disposals0(2,428,542)(3,769,992)Cost end of year035,127,58860,403,725Depreciation and impairment losses beginning of year(11,799,846)(20,779,303)(42,069,719)Exchange rate adjustments00(46,090)Transfers18,726,639520,7169,666,924Impairment losses for the year(5,469,837)0(4,503,277)Reversal of impairment losses0588,9642,180,267Depreciation for the year(1,456,956)(4,830,403)(8,299,204)Reversal regarding disposals01,424,07720,332Depreciation and impairment losses end of year0(23,075,949)(43,050,767)Carrying amount end of year012,051,63917,352,958Transfers on Property, plant and equipment comprise of Discontinued operations amounting to DKK 3,486.101.11 Financial assetsInvestments in associates
DKKDeposits
DKKCost beginning of year601,3388,161,222Transfers0(1,321,828)Additions0538,498Disposals0(1,100,664)Cost end of year601,3386,277,228Revaluations beginning of year(601,338)0Revaluations end of year(601,338)0Carrying amount end of year06,277,228Transfers on Deposits comprise of Discontinued operations amounting to 1,321,828 DKK.
AssociatesRegistered inOwnership
%Mexican Ranger ApSCopenhagen, Denmark50.00Open Faced ApSCopenhagen, Denmark49.00Mikkeller Bangkok Co., Ltd.Bangkok, Thailand49.00The Social Beer Shop ApSCopenhagen, Denmark50.005 Financial assetsInvestments in group enterprises
DKKReceivables from group enterprises
DKKCost beginning of year29,061,105210,634,904Additions058,481,621Disposals0(863,328)Cost end of year29,061,105268,253,197Impairment losses beginning of year(23,939,873)(104,541,858)Exchange rate adjustments429,4170Adjustments on equity(882,042)0Share of profit/loss for the year(104,452,241)0Adjustment of intra-group profits1,534,1160Impairment losses for the year0(105,506,461)Investments with negative equity value depreciated over receivables 105,506,4610Impairment losses end of year(21,804,162)(210,048,319)Carrying amount end of year7,256,94358,204,878A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements.Despite several reminders, Management of Bjergsø Holding ApS has not received accounting records for the recognition of the subsidiaries; Mikkeller Beer Co., Ltd. (Shanghai), Mikkeller Bar Korea, Mikkeller Bangkok Co. Ltd., Mikkeller Bar Helsinki OY and Danish Craft Beer Spain S.L as at 31 December 2022. Consequently, Management has assessed that it is not possible to recognise the companies at equity value in the parent financial statements of 2022 with reference to the Danish Financial Statements Act, S 114. At 31 December 2021, the companies total equity amounted to 889 TDKK which has been written down to DKK 0 31 December 2022. 12 PrepaymentsPrepayments comprise of prepaid insurance policies and software subscriptions.6 PrepaymentsPrepayments comprise of prepaid insurance policies and software subscriptions.13 Deferred tax
Changes during the year2022
DKK2021
DKKBeginning of year424,896(225,751)Recognised in the income statement(406,185)650,647End of year18,711424,896Deferred tax relates to intangible assets, plant and equipment and other provisions.
Management has chosen not to recognize the deferred tax asset relating to carryforward losses due to uncertainty of the usage period.
13 Deferred tax14 Other provisions Other provisions comprise anticipated costs related to ongoing legal cases.15 Non-current liabilities other than provisionsDue within 12
months
2021
DKKDue after
more than 12
months
2022
DKKLease liabilities216,9860Other payables03,891,203216,9863,891,203Other payables pertain to frozen holiday pay resulting from the implementation of the new Danish Holiday law. Payments of the frozen holiday pay is not expected within 12 months from the balance date and it therefore remains uncertain when these will be paid.8 Non-current liabilities other than provisionsDue after
more than 12
months
2022
DKKOther payables277,664277,664Other payables pertain to frozen holiday pay resulting from the implementation of the new Danish Holiday law. Payments of the frozen holiday pay is not expected within 12 months from the balance date and it therefore remains uncertain when these will be paid.16 Deferred incomeDeferred income comprises revenue relating to subsequent financial years.17 Changes in working capital2022
DKK2021
DKKIncrease/decrease in inventories11,984,715(18,579,446)Increase/decrease in receivables28,543,315(977,850)Increase/decrease in trade payables etc.(14,841,609)14,462,41725,686,421(5,094,879)18 Unrecognised rental and lease commitments2022
DKK2021
DKKTotal liabilities under rental or lease agreements until maturity 48,060,66837,004,85219 Contingent liabilities2021
DKKOther contingent liabilities516,575Contingent liabilities 516,575Warranties amounting to DKK 600,281 have been provided for lease commitments.9 Contingent liabilitiesThe Entity serves as the administration company in a Danish joint taxation arrangement. According to the
joint taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable for income taxes etc
for the jointly taxed entities, and for obligations, if any, relating to the withholding of tax on interest, royalties
and dividend for these entities.
The Entity has issued a letter of support to the subsidiaries by which the Parent is irrevocably obligated to
support the subsidiary in fulfilling its obligations until 31 December 2023.20 SubsidiariesRegistered inOwnership
%Craft Brewery Holding ApSCopenhagen, Denmark100.00Mikkeller ApSCopenhagen, Denmark100.00StellaPolly Craft Beer ApSCopenhagen, Denmark100.00Stella Polly Inc.San Diego, USA100.00Mikkeller US Holding Inc.Delaware, USA100.00
Craft Beer Bar Holding ApSCopenhagen, Denmark100.00Ramen Copenhagen ApSCopenhagen, Denmark75.29Viktoriagade Bar ApSCopenhagen, Denmark100.00Stefansgade Bar ApSCopenhagen, Denmark100.00Refshaleøen Barrel Room ApSCopenhagen, Denmark100.00Jægergårdsgade Bar ApSCopenhagen, Denmark100.00Mikkellerbar Årsdale ApSCopenhagen, Denmark100.00Fly High Club ApSCopenhagen, Denmark100.00Kødbyen Brygpub ApSCopenhagen, Denmark100.00Mikkeller Bar Helsinki OYHelsinki, Finland65.00Mikkeller Bar KoreaSeoul, South Korea51.00Sp/f Mikkeller TorshavnTorshavn, Faroe Islands51.00Mikkeller Beer (Shanghai) Co., Ltd.Shanghai, China84.00Mikkeller Japan KKTokyo, Japan70.00Danish Craft Beer Spain S.LMadrid, Spain75.00Mikkeller Brill Östermalm ABStockholm, Sweden80.00Mikkeller Craft Beer Germany GmbHBerlin, Germany90.00TheGoodOlDays LimitedLondon, United Kingdom80.00You are a funny man ASOslo, Norway100.00Mikkeller Bar Paris SASParis, France100.00Mikkeller Taipei LtdTaipei, Taiwan51.00Despite several reminders, Management of Bjergsø Holding ApS has not received accounting records for the recognition of the subsidiaries; Mikkeller Beer Co., Ltd (Shanghai)., Mikkeller Bar Korea, Mikkeller Bar Helsinki OY and Danish Craft Beer Spain S.L as of 31 December 2022. Consequently, Management has assessed that it is not possible to recognise the companies in the consolidated financial statements of 2022 with reference to the Danish Financial Statements Act, S 114. At 31 December 2021, the companies total equity amounted to 889 TDKK which has been written down to DKK 0 at 31 Decemer 2022. -102918125-4852970272569435121232582048781060930462212130360083735408Warrants
The Company has issued warrants. As of 31 December 2022, the participants has subscribed for a number of warrants, entitling the holders to collectively buy 3,807,659 warrants of a nominal value of DKK 38,076.59 in the Group at a price agreed in advance and on the term set out in appendices 1 to 8 of the articles of association of the Company.
7 Other payables2022
DKK2021
DKKHoliday pay obligation277,6640277,664010 Assets charged and collateralThe Entity has provided a guarantee whereby the guarantor assumes primary liability for group enterprises
and joint ventures' payables to credit institutions. The guarantee is unlimited.11 Related parties with controlling interestThe Company has not traded with, granted loans to, pledged collateral, provided recourse guarantees to or
undertaken guarantee obligations for the Board of Directors, the Executive Board or the shareholder or any
non-group enterprises in which the parties concerned have interests.This annual report has been prepared in accordance with the provisions of the Danish Financial Statements Act
governing reporting class C enterprises (medium).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year.falseConsolidated financial statementsThe consolidated financial statements comprise the Parent and the group enterprises (subsidiaries) that are
controlled by the Parent. Control is achieved by the Parent, either directly or indirectly, holding more than
50% of the voting rights or in any other way possibly or actually exercising controlling influence. Enterprises
in which the Group, directly or indirectly, holds between 20% and 50% of the voting rights and exercises
significant, but not controlling influence are regarded as associates.<br />Basis of consolidationThe consolidated financial statements are prepared on the basis of the financial statements of the Parent and
its subsidiaries. The consolidated financial statements are prepared by combining uniform items. On consolidation,
intra-group income and expenses, intra-group accounts and dividends as well as profits and losses
on transactions between the consolidated enterprises are eliminated. The financial statements used for consolidation
have been prepared applying the Group’s accounting policies.
Subsidiaries’ financial statement items are recognised in full in the consolidated financial statements. Minority
interests’ proportionate share of profit or loss is presented as a separate item in Management’s proposal for
distribution of profit or loss, and their share of subsidiaries’ net assets is presented as a separate item in
group equity.
Investments in subsidiaries are offset at the pro rata share of such subsidiaries’ net assets at the acquisition
date, with net assets having been calculated at fair value.
Despite several reminders, Management of Bjergsø Holding ApS has not received accounting records for the recognition of the subsidiaries; Mikkeller Beer Co., Ltd (Shanghai)., and Mikkeller Bar Korea, Mikkeller Bar Helsinki OY and Danish Craft Beer Spain S.l as at 31 December 2022. Consequently, Management has assessed that it is not possible to recognise the companies in the consolidated financial statements of 2021 with reference to the Danish Financial Statements Act, S 114. At 31 December 2021, the companies total equity amounted to 889 TDKK which has been written down to DKK 0 at 31 December 2022. Discontinued operationsDiscontinued operations are material business areas or geographical areas planned, or decided, to be
disposed
of, discontinued or abandoned and which may be separated from the Entity’s other operations.
Results from discontinued operations are presented in the income statement as a separate item consisting
of profit/loss after tax of the relevant operation and any gains or losses from fair value adjustments or sale
of the assets and liabilities related to the operation.
Assets relating to the discontinued operations are presented separately in the balance sheet as assets related
to discontinued operations. Liabilities related to the discontinued operations are presented separately in the
balance sheet as liabilities related to discontinued operations.
The comparative figures in the income statement and the balance sheet are not restated.Foreign currency translationOn initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction
date. Receivables, payables and other monetary items denominated in foreign currencies that have
not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date.
Exchange differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the rate at the balance sheet date are recognised in the income statement as financial income or
financial expenses. Property, plant and equipment, intangible assets, inventories and other non-monetary
assets that have been purchased in foreign currencies are translated using historical rates.
When recognising foreign subsidiaries and associates that are independent entities, the income statements are translated at average exchange rates for the months that do not significantly deviate from the rates at
the transaction date. Balance sheet items are translated using the exchange rates at the balance sheet date.
Goodwill is considered belonging to the independent foreign entity and is translated using the exchange rate
at the balance sheet date. Exchange differences arising out of the translation of foreign subsidiaries’ equity at the beginning of the year at the balance sheet date exchange rates as well as out of the translation of income statements from average rates to the exchange rates at the balance sheet date are recognised directly
in equity.RevenueRevenue from the sale of services is recognised in the income statement when delivery is made to the buyer.
Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration
fixed.Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary
activities.Cost of salesCost of sales comprises goods consumed in the financial year measured at cost, adjusted for ordinary inventory
writedowns.Other external expensesOther external expenses include expenses relating to the Entity’s ordinary activities, including expenses for
premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of receivables
recognised in current assets.Staff costsStaff costs comprise salaries and wages as well as social security contributions, pension contributions, etc
for entity staff.Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to plant and equipment and intangible assets comprise
depreciation, amortisation and impairment losses for the financial year, as well as gains and losses from
the sale of intangible assets as well as property, plant and equipment.<br />Writedowns of non-financial current assetsWritedowns of current assets other than current financial assets comprise writedowns in addition to ordinary
writedowns.Income from investments in group enterprisesIncome from investments in group enterprises comprises the pro rata share of the individual enterprises’
profit/loss after full elimination of internal profits or losses.<br />Income from investments in associatesIncome from investments in associates comprises the pro rata share of the individual associates’ profit/loss
after elimination of internal profits or losses.Other financial incomeOther financial income comprises dividends etc received on other investments, interest income, including
interest income on receivables from group enterprises, net capital or exchange gains on securities, payables
and transactions in foreign currencies, amortisation of financial assets as well as tax relief under the Danish Tax Prepayment Scheme etc.Impairment losses on financial assetsImpairment losses on financial assets comprises impairment losses on financial assets which are not measured
at fair value on a current basis.Other financial expensesOther financial expenses comprise interest expenses, including interest expenses on payables to group enterprises,
net capital or exchange losses on securities, payables and transactions in foreign currencies, amortisation
of financial liabilities as well as tax surcharge under the Danish Tax Prepayment Scheme etc.Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the
income statement by the portion attributable to the profit for the year and recognised directly in equity by
the portion attributable to entries directly in equity.GoodwillGoodwill is the positive difference between cost and fair value of assets and liabilities arising from acquisitions.
Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience
gained by Management for each business area. Useful lives are reassessed annually. The amortisation periods
used are 10 years. Goodwill is written down to the lower of recoverable amount and carrying amount.
No residual value is used in the calculation of amortisations.<br />Intellectual property rights etc.Intellectual property rights etc comprise development projects completed and in progress with related intellectual
property rights, acquired intellectual property rights and prepayments for intangible assets.
Intellectual property rights acquired are measured at cost less accumulated amortisation. Patents are amortised
over their remaining duration, and licences are amortised over the term of the agreement.Intellectual property rights etc are written down to the lower of recoverable amount and carrying amount.
The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets:Acquired rights 3-10 years
Estimated useful lives and residual values are reassessed annually. No residual value is used in the calculation
of amortisations.Property, plant and equipmentPlant and machinery as well as leasehold improvements, other fixtures and fittings, tools and equipment are
measured at cost less accumulated depreciation and impairment losses.
Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of
the asset until the time when it is ready to be put into operation.
The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation
is made on the basis of the following estimated useful lives of the assets:Useful life
Plant and machinery7-10 yearsOther fixtures and fittings, tools and equipment3-10 yearsLeasehold improvements3-40 yearsEstimated useful lives and residual values are reassessed annually. No residual value is used in the calculation
of amortisations.
Items of property, plant and equipment are written down to the lower of recoverable amount and carrying
amount.Investments in group enterprisesIn the parent financial statements, investments in group enterprises are recognised and measured according
to the equity method. This means that investments are measured at the pro rata share of the enterprises'
equity value plus unamortised goodwill and plus or minus unrealised intra-group profits and losses.
Group enterprises with negative equity value are measured at DKK 0. Any receivables from these enterprises are written down to net realisable value based on a specific assessment. If the Parent has a legal or constructive
obligation to cover the liabilities of the relevant enterprise, and it is probable that such obligation
will involve a loss, a provision is recognised that is measured at present value of the costs necessary to settle
the obligations at the balance sheet date.
Upon distribution of profit or loss, net revaluation of investments in group enterprises is transferred to
Reserve for net revaluation according to the equity method under equity.
Goodwill is the positive difference between cost and fair value of assets and liabilities arising from acquisitions.
Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience
gained by Management for each business area. Useful lives are reassessed annually. The amortisation periods
used are 10 years.
Investments in group enterprises are written down to the lower of recoverable amount and carrying amount.Investments in associatesInvestments in associates are recognised and measured according to the equity method. This means that
investments are measured at the pro rata share of the enterprises' equity values plus unamortised goodwill and
plus or minus unrealised pro rata intra-group profits and losses.
Associates with negative equity value are measured at DKK 0. Any receivables from these enterprises are
written down to net realisable value based on a specific assessment. If the Parent has a legal or constructive
obligation to
cover the liabilities of the relevant associate, and it is probable that such obligation will involve
a loss, a provision
is recognised that is measured at present value of the costs necessary to settle the obligations
at the balance
sheet date.
Upon distribution of profit or loss, net revaluation of investments in associates is transferred to Reserve for
net
revaluation according to the equity method under equity.
Investments in associates are written down to the lower of recoverable amount and carrying amount.
recoverable amount and carrying amount.Investments in associates fall within the definitions of both participating interests and associates, yet in these consolidated financial statements they have been presented as investments in associates because this designation reflects more accurately the Group’s involvement in the relevant entities.
ReceivablesReceivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and
doubtful debts.InventoriesInventories are measured at the lower of cost using the FIFO method and net realisable value.
Cost of raw materials, manufactured goods and work in progress consists of costs of raw materials, consumables, direct labour costs and indirect production costs.
The net realisable value of inventories is calculated as the estimated selling price less completion costs and
costs incurred to execute sale.Tax payable or receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's
taxable income, adjusted for prepaid tax.PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at
cost.CashCash comprises cash in hand and bank deposits.Minority interestsOn initial recognition, minority interests are measured at the minority interests’ share of the acquiree’s net assets measured at fair value. No goodwill related to the minority interests’ equity interests in the acquiree is recognised.Deferred taxDeferred tax is recognised on all temporary differences between the carrying amount and the tax-based
value of
assets and liabilities, for which the tax-based value is calculated based on the planned use of each asset.
However, no deferred tax is recognised for amortisation of
goodwill disallowed for tax purposes and temporary
differences arising at the date of acquisition that do not result from a business combination and that do not have
any effect on profit or loss or on taxable income.
Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at
their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets.Other provisionsOther provisions comprise anticipated costs related to ongoing legal cases.
Other provisions are recognised and measured as the best estimate of the expenses required to settle the
liabilities at the balance sheet date. Provisions that are estimated to mature more than one year after the
balance sheet date are measured at their discounted value.
Lease liabilitiesLease commitments relating to assets held under finance leases are recognised in the balance sheet as
liabilities other than provisions, and, at the time of inception of the lease, measured at the present value of
future lease payments. Subsequent to initial recognition, lease commitments are measured at amortised
cost. The difference between present value and nominal amount of the lease payments is recognised in the
income statement as a financial expense over the term of the leases.
Lease payments on operating leases are recognised on a straight-line basis in the income statement over the
term of the lease.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.Deferred incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income
is measured at cost.Cash flow statementThe cash flow statement shows cash flows from operating, investing and financing activities as well as cash
and cash equivalents at the beginning and the end of the financial year.
Cash flows from operating activities are presented using the indirect method and calculated as the operating profit/loss adjusted for non-cash operating items, working capital changes and income taxes paid.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
enterprises, activities and fixed asset investments as well as purchase, development, improvement and sale, etc of intangible assets and property, plant and equipment, including acquisition of assets held under finance
leases.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs as well as the raising of loans, inception of finance leases, instalments on interest-bearing
debt, purchase of treasury shares and payment of dividend.
Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk less shortterm
bank loans.The cash flow statement shows cash flows from operating, investing and financing activities as well as cash
and cash equivalents at the beginning and the end of the financial year.
Cash flows from operating activities are presented using the indirect method and calculated as the operating profit/loss adjusted for non-cash operating items, working capital changes and income taxes paid.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
enterprises, activities and fixed asset investments as well as purchase, development, improvement and sale, etc of intangible assets and property, plant and equipment, including acquisition of assets held under finance
leases.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs as well as the raising of loans, inception of finance leases, instalments on interest-bearing
debt, purchase of treasury shares and payment of dividend.
Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk less shortterm
bank loans.2023-06-30Ditte Kristine Lassen-Kahlke