xbrli:pureiso4217:DKK347325902022-01-012022-12-31347325902022-01-012022-12-311347325902022-01-012022-12-311347325902022-01-012022-12-311347325902022-01-012022-12-312347325902022-01-012022-12-313347325902022-01-012022-12-314347325902022-01-012022-12-315347325902022-01-012022-12-316347325902022-01-012022-12-312347325902022-01-012022-12-31347325902021-01-012021-12-31347325902022-01-012022-12-31fsa:RetainedEarningsMember347325902021-01-012021-12-31fsa:RetainedEarningsMember347325902022-01-012022-12-31fsa:RetainedEarningsMember347325902022-12-31347325902021-12-31347325902022-01-01fsa:ContributedCapitalMember347325902022-01-01fsa:ReserveForDevelopmentExpenditureMember347325902022-01-01fsa:RetainedEarningsMember347325902022-01-01347325902022-12-31fsa:ContributedCapitalMember347325902022-12-31fsa:ReserveForDevelopmentExpenditureMember347325902022-12-31fsa:RetainedEarningsMember347325902022-01-012022-12-31fsa:ReserveForDevelopmentExpenditureMemberGrundlag for konklusionKonklusion2023-04-272023-04-27true2021-01-012021-12-3133963556København S23006WeidekampsgadeDeloitte Statsautoriseret RevisionspartnerselskabCopenhagenCopenhagen1220Regnskabsklasse BRevisionspåtegning2022-12-312022-01-011<br /><br />4Frederiksholms KanalTailor Shaped ApS34732590339635562300 København SWeidekampsgade 6Deloitte Statsautoriseret RevisionspartnerselskabÅrsrapportThe Board of Directors and the Executive Board have today considered and approved the annual report of Tailor Shaped 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 financial statements give a true and fair view of the Entity’s financial position at 31.12.2022 and of the results of its operations 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.CopenhagenJess Christian FleischerCEOChristian Ulrik TrolleJess Christian FleischerThomas Ryge MikkelsenChristian Læsø JensenNiels-Ole Nørgaard MikkelsenJessica Iris Birgitta MattssonChairmanTo the shareholders of Tailor Shaped ApSWe have audited the financial statements of Tailor Shaped 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. The financial statements are prepared in accordance with the Danish Financial Statements Act. ​ ​In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2022 and of the results of its operations 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 financial statements" section of this auditor’s report. We are independent of the Entity 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 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 financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing 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 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 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 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 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 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 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 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 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 Entity to cease to continue as a going concern. <br />Evaluate the overall presentation, structure and content of the financial statements, including the disclosures in the notes, and whether the 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 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 financial statements, our responsibility is to read the management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the 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 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.CopenhagenClaus Jorch AndersenAnders Theilgaard Iversenmne33712mne47797State Authorised Public AccountantState Authorised Public AccountantPrimary activitiesThe company’s main activity is to develop and produce tailored apparel for men. The results after tax are DKK (11,621) thousand against DKK (10,671) thousand last year. Tailor Shaped ApS has completed another year of operations, and we are pleased to present our Annual Report for 2022. The year was characterized by challenging macroeconomic conditions, which impacted our business. However, despite these challenges, we are delighted to report that we maintained a loyal customer base, and we appreciate their continued support. In the first quarter of the year,, we invested in a new brand identity with the purpose of strengthening our brand awareness on a long-term basis. We continued our efforts towards sustainability, and we are proud to have been certified as a B Corporation. Our score puts us in the top 8% of B Corporations globally, and we will continue to improve in this area. We have also initiated a full life cycle analysis of a T-shirt made by our business model. This initiative is part of our commitment to sustainability and transparency and will enable us to identify areas for improvement and reduce our environmental footprint. In November 2022, we established an entity in Portugal and acquired a factory of our own. This investment will help us to increase the transparency of our supply chain and enable us to improve efficiency and margins. By owning a factory, we can better control the production process and ensure that our products are of the highest quality. We are excited about the opportunities that this investment will bring, and we are confident that it will enable us to deliver even greater value to our customers and shareholders. Uncertainty relating to recognition and measurementAt the 31 December 2022, the Company has been recognized DKK 8,742 thousand as deferred tax assets. The value of the tax assets depends on the Company’s ability to develop, market and sell own products at a profitable level. Management believes that the Company will realize the implementation of its plans within a foreseeable future. Accordingly, Management has deemed the valuation sound. If the Company’s sales and growth deviate significantly from the current plans, there may be uncertainty associated with the valuation. Events after the balance sheet dateNo events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. Treasury sharesNumber Nominal value DKKShare of contributed capital % Purchase/ (selling) price DKKA-shares1,7761,7760.35477,435Investments acquired1,7761,7760.35In 2021, the Company acquired a total nominal value of treasury shares 1,776 DKK (0.35% of the share capital) at a price of 269 DKK, corresponding to 477,435 DKK.In 2021, the Company acquired a total nominal value of treasury shares 1,776 DKK (0.35% of the share capital) at a price of 269 DKK, corresponding to 477,435 DKK.9690282442722418352082164638511047778685266378090-9747387-1272189380090015768620802751246186-11819653-13810393-198202-3139079-11621451-10671314-11621451-10671314-11621451310974233513202796392450077282837079641622093746616172377255510371782453511544159709021812870602596602596874200087420009425883934459614132251138002339229234787122492292347871224617140361671613767600189966512322676791610147922119314749274873412522966112717112182813022681975831382187409520094518242045681445681430284052903250-52487511221731296034414581795456814290325011221731145817954568143028405-5248752004783921426609100000000300478392142660923563638641281863771256035914853422566590223835031829397943826917401637991665306006254095200945182420125155-1251550For the purpose of offering incentive pay in the form of warrants, the Company’s Board of Directors are authorized for the period until 8 October 2025 once or several times to increase the Company’s share capital with up to nominally 39.793 shares in total without pre-emption right for the Company’s shareholders. The authorization empowers the Board of Directors to determine the terms for the granted share options, including the exercise price. ​In 2021, the Company acquired a total nominal value of treasury A-shares 1,776 DKK (0.35% of the share capital) at a price of 269 DKK, corresponding to 477,435 DKK. The shares were acquired in connection with expiry of a warrant program, where the employee exercised the warrants1 Uncertainty relating to recognition and measurement At the 31 December 2022, the Company has been recognized DKK 8,742 thousand as deferred tax assets. The value of the tax assets depends on the Company’s ability to develop, market and sell own products at a profitable level. Management believes that the Company will realize the implementation of its plans within a foreseeable future. Accordingly, Management has deemed the valuation sound. If the Company’s sales and growth deviate significantly from the current plans, there may be uncertainty associated with the valuation. 2 Gross profit /lossGross profit includes own work capitalised for DKK 775.964 (2021: TDKK 1.632).3 Staff costs2022 DKK2021 DKKWages and salaries16,702,68515,785,939Pension costs1,394,658464,478Other social security costs254,739213,43418,352,08216,463,851Average number of full-time employees292829284 Depreciation, amortisation and impairment losses2022 DKK2021 DKKAmortisation of intangible assets781,411476,705Depreciation of property, plant and equipment266,367216,400Profit/loss from sale of intangible assets and property, plant and equipment0(7,839)1,047,778685,2665 Other financial expenses2022 DKK2021 DKKOther interest expenses1,399,7531,246,186Exchange rate adjustments680,52202,080,2751,246,186<br />2022 DKK2021 DKKOther interest expenses1,399,7531,246,186Exchange rate adjustments680,52202,080,2751,246,1866 Tax on profit/loss for the year2022 DKK2021 DKKCurrent tax(198,202)(445,079)Change in deferred tax0(2,694,000)(198,202)(3,139,079)7 Intangible assetsCompleted development projects DKKAcquired intangible assets DKKDevelopment projects in progress DKKCost beginning of year3,786,025210,000370,796Transfers498,8840(498,884)Additions0296,088900,916Cost end of year4,284,909506,088772,828Amortisation and impairment losses beginning of year(434,705)(185,500)0Amortisation for the year(740,462)(40,949)0Amortisation and impairment losses end of year(1,175,167)(226,449)0Carrying amount end of year3,109,742279,639772,8288 Development projectsDevelopment projects comprise platform development costs to development of existing platform consisting of a sizing tool and algorithm. There is continuous development in order to continue the growth and expansion of the company. The projects are continuously completed and put to use, after which amortization is commenced. With reference to section 83(2) of the Danish Financial Statement Act, deferred tax is set off against the capitalized costs for development projects in the reserve for development costs under equity. 9 Property, plant and equipmentOther fixtures and fittings, tools and equipment DKKLeasehold improvements DKKCost beginning of year466,359547,859Additions48,24053,265Cost end of year514,599601,124Depreciation and impairment losses beginning of year(210,849)(94,348)Depreciation for the year(131,373)(134,994)Depreciation and impairment losses end of year(342,222)(229,342)Carrying amount end of year172,377371,78210 Financial assetsInvestments in group enterprises DKKDeposits DKKDeferred tax DKKCost beginning of year0602,5968,742,000Additions81,28700Cost end of year81,287602,5968,742,000Carrying amount end of year81,287602,5968,742,000Investments in subsidiariesRegistered inCorporate formSOAT PT, Unipessoal, Lda.Guimaraes, PortugalLda. (private limited company)11 Receivables from group enterprisesReceivables from group enterprises due for payment more one year after the balance sheet date amounts to DKK 1.070.000.<br />12 Tax receivableCorporate income tax receivable recognised in the balance sheet relates to applying the Tax Credit Scheme under section 8X of the Danish Tax Assessment Act, by which the Company can get the tax base of tax losses originating from research and development costs. Based on an examination of the criteria for applying the scheme, Management believes the Company is entitled to apply the scheme. Accordingly, the recognition has been based on this assessment. However, whether the criteria for applying the scheme are met is based on an estimate. Consequently, there may be a risk that the tax authorities will deem the criteria unfulfilled. If so, the receivable must be fully or partially reversed in the income statement in the subsequent financial year. 13 Share capitalNumberNominal value DKKA-shares372,860372,860B-shares83,95483,954456,814456,81414 Non-current liabilities other than provisionsDue within 12 months 2022 DKKDue within 12 months 2021 DKKDue after more than 12 months 2022 DKKDebt to other credit institutions2,356,363864,12820,047,839Convertible and dividend-yielding debt instruments0010,000,0002,356,363864,12830,047,839Non-current liabilities due 5 years after the balance sheet date amount to DKK 0.15 Unrecognised rental and lease commitments2022 DKK2021 DKKLiabilities under rental or lease agreements until maturity in total3,375,5984,454,17316 Contingent assetsThe company has a deferred tax asset that amounts to DKK 535,727 which has not been capitalized due to the uncertainty of when the company is able to use it. 17 Assets charged and collateralAs collateral for liabilities with Danske Bank the company has pledged a bank account with a balance of DKK 23.000 at 31 December 2022. As security for debt obtained from Danske Bank and Vækstfonden, there is a registered corporate mortgage amounting to DKK 4,000,000. This security includes intangible assets, property plant and equipment, inventories and trade receivables. The carrying amount is DKK 16,452,407. (2021: 16,067 thousand)This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class B enterprises with addition of a few provisions for reporting class C.Changes in accounting policiesThe company have changed their accounting policies with regard to staff costs classified as assets. An amount of DKK 775,964 has been reclassified so that the figures previously offset under “staff costs” (staff costs classified as assets) in the future will be recognized under the item “Own work capitalised". The change in classification has no effect on the net profit or loss for the year, only on the classification in the income statement for the current financial year and the previous financial year. The comparative figures have been restated following the change in accounting policies with DKK 1,632,181. Apart from the areas mentioned above, the annual report has been presented applying the accounting policies consistently with last year. Consolidated financial statementsReferring to section 110 of the Danish Financial Statements Act, no consolidated financial statements have been prepared.Recognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is effected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year.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. Inventories and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates. Balance sheet items are translated using the exchange rates at the balance sheet date. Gross profit or lossGross profit or loss comprises revenue, changes in inventories of finished goods and work in progress, cost of raw materials and consumables and external expenses.RevenueRevenue from the sale of manufactured goods is recognised in the income statement when payment is received and risk has passed to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed.Own work capitalisedOwn work capitalised comprises staff costs and other costs incurred in the financial year and recognised in cost for proprietary intangible assets and property, plant and equipment.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, and social security contributions, pension contributions, etc for entity staff.Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to property, plant and equipment and intangible assets comprise depreciation and amortisation for the financial year, and gains and losses from the sale of property, plant and equipment.Other operating expensesOther operating expenses comprise expenses of a secondary nature as viewed in relation to the Entity’s primary activities.Other financial income from group enterprisesOther financial income from group enterprises comprises interest income etc. on receivables from group enterprises.<br />Other financial incomeOther financial income comprises exchange gains on transactions in foreign currencies for debtors and payables.Other financial expensesOther financial expenses comprise interest expenses, exchange losses on payables and debtors and transactions in foreign currencies, amortisation of financial liabilities.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.Intellectual property rights etc.Intellectual property rights etc comprise development projects completed and in progress with related intellectual property rights and acquired intellectual property rights.Development projects on clearly defined and identifiable products and processes, for which the technical rate of utilisation, adequate resources and a potential future market or development opportunity in the enterprise can be established, and where the intention is to manufacture, market or apply the product or process in question, are recognised as intangible assets. Other development costs are recognised as costs in the income statement as incurred. When recognising development projects as intangible assets, an amount equalling the costs incurred less deferred tax is taken to equity in the reserve for development costs that is reduced as the development projects are amortised and written down. ​ ​The cost of development projects comprises costs such as salaries and amortisation that are directly and indirectly attributable to the development projects. ​ ​Indirect production costs in the form of indirectly attributable staff costs and amortisation of intangible assets and depreciation of property, plant and equipment used in the development process are recognised in cost based on time spent on each project. ​Completed development projects are amortised on a straight-line basis using their estimated useful lives which are determined based on a specific assessment of each development project. If the useful life cannot be estimated reliably, it is fixed at 10 years. For development projects protected by intellectual property rights, the maximum period of amortisation is the remaining duration of the relevant rights. The amortisation periods used are 5 years. Acquired intellectual property right is measured at cost less accumulated amortisation. Acquired intellectual property right is amortised on a straight-line basis over their expected useful life.Intellectual property rights etc are written down to the lower of recoverable amount and carrying amount.Property, plant and equipmentOther 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 Other fixtures and fittings, tools and equipment3 yearsLeasehold improvements5 yearsFor leasehold improvements the depreciation period cannot exceed the contract period. Estimated useful lives and residual values are reassessed annually. Items of property, plant and equipment are written down to the lower of recoverable amount and carrying amount.Investments in group enterprisesInvestments in group enterprises are measured at cost. Investments are written down to the lower of recoverable amount and carrying amount.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. 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.InventoriesInventories are measured at the lower of cost using the FIFO method and net realisable value. Cost consists of purchase price. Cost of manufactured goods and work in progress consists of costs of raw materials and direct labour costs. The net realisable value of inventories is calculated as the estimated selling price less completion costs and costs incurred to execute sale.ReceivablesReceivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and doubtful debts.Tax receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's taxable income.PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost.CashCash comprises cash in hand and bank deposits.Treasury sharesAcquisition and selling prices and dividends for treasury shares are classified directly as equity in retained earnings. Gains and losses on sale are not recognised in the income statement.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.Prepayments received from customersPrepayments received from customers comprise amounts received from customers prior to delivery of the goods agreed or completion of the service agreed.2023-04-27Jess Christian Fleischer