xbrli:pureiso4217:DKK422611732022-01-012022-12-31cmn:ConsolidatedMember422611732022-01-012022-12-311cmn:ConsolidatedMember422611732022-01-012022-12-311cmn:ConsolidatedMember422611732022-01-012022-12-311422611732022-01-012022-12-312422611732022-01-012022-12-313422611732022-01-012022-12-314422611732022-01-012022-12-312cmn:ConsolidatedMember422611732021-03-262021-12-31cmn:ConsolidatedMember422611732022-01-012022-12-31422611732021-03-262021-12-31422611732022-01-012022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember422611732022-01-012022-12-31fsa:EquityAttributableToParentMembercmn:ConsolidatedMember422611732022-01-012022-12-31fsa:MinorityInterestsMembercmn:ConsolidatedMember422611732022-01-012022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember422611732021-03-262021-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember422611732022-01-012022-12-31fsa:MinorityInterestsMembercmn:ConsolidatedMember422611732021-03-262021-12-31fsa:MinorityInterestsMembercmn:ConsolidatedMember422611732022-01-012022-12-31fsa:ReserveForNetRevaluationAccordingToEquityMethodMember422611732022-01-012022-12-31fsa:RetainedEarningsMember422611732022-01-012022-12-31fsa:RetainedEarningsMember422611732021-03-262021-12-31fsa:RetainedEarningsMember422611732022-12-31cmn:ConsolidatedMember422611732021-12-31cmn:ConsolidatedMember422611732022-12-31422611732021-12-31422611732022-01-01cmn:ConsolidatedMember422611732021-03-26cmn:ConsolidatedMember422611732022-01-01fsa:ContributedCapitalMembercmn:ConsolidatedMember422611732022-01-01fsa:RetainedEarningsMembercmn:ConsolidatedMember422611732022-01-01fsa:EquityAttributableToParentMembercmn:ConsolidatedMember422611732022-01-01fsa:MinorityInterestsMembercmn:ConsolidatedMember422611732022-12-31fsa:ContributedCapitalMembercmn:ConsolidatedMember422611732022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember422611732022-12-31fsa:EquityAttributableToParentMembercmn:ConsolidatedMember422611732022-12-31fsa:MinorityInterestsMembercmn:ConsolidatedMember422611732022-01-01fsa:ContributedCapitalMember422611732022-01-01fsa:ReserveForNetRevaluationAccordingToEquityMethodMember422611732022-01-01fsa:RetainedEarningsMember422611732022-01-01422611732022-12-31fsa:ContributedCapitalMember422611732022-12-31fsa:ReserveForNetRevaluationAccordingToEquityMethodMember422611732022-12-31fsa:RetainedEarningsMember422611732022-01-012022-12-311cmn:ConsolidatedMember422611732021-03-262021-12-311cmn:ConsolidatedMember422611732022-01-012022-12-311cmn:ConsolidatedMember422611732022-01-012022-12-312cmn:ConsolidatedMember422611732022-01-012022-12-313cmn:ConsolidatedMember422611732021-03-262021-12-311cmn:ConsolidatedMember422611732021-03-262021-12-312cmn:ConsolidatedMember422611732021-03-262021-12-313cmn:ConsolidatedMember422611732022-01-012022-12-31fsa:ShorttermDeferredIncomeMembercmn:ConsolidatedMemberGrundlag for konklusionKonklusion2023-06-292023-06-2933963556Deloitte Statsautoriseret RevisionspartnerselskabRevisionspåtegningRegnskabsklasse C, mellemstor virksomhed2021-12-312021-03-2633963556Weidekampsgade 6Deloitte Statsautoriseret Revisionspartnerselskab2300 København S2022-12-312022-01-01Caphold O ApS42261173ÅrsrapportKøbenhavn S23006WeidekampsgadeKøbenhavnKøbenhavn Ø21005<br /><br />4Per Henrik Lings AlléThe Board of Directors and the Executive Board have today considered and approved the annual report of Caphold O 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.CopenhagenEmil Ignatzi ReinholdtEmil Ignatzi ReinholdtSasa KovacevicNicolai Bloch TobiesenStefan Andreas Walter HappakTo the shareholder of Caphold O ApSWe have audited the consolidated financial statements and the parent financial statements of Caphold O 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 JakobsenHenrik Hartmann Olesenmne32127mne34143State Authorised Public AccountantState Authorised Public AccountantFinancial highlights2022
DKK'0002021
DKK'000Key figuresGross profit/loss82,83434,996Operating profit/loss1,6171,838Net financials(4,037)(1,326)Profit/loss for the year(5,882)(2,149)Profit for the year excl
.
minority interests(5,882)(2,342)Balance sheet total260,861206,124Investments in property, plant and equipment805812Equity125,376123,012Equity excl. minority interests125,376122,819Cash flows from operating activities26,770(7,939)Cash flows from investing activities(67,008)(176,242)Cash flows from financing activities53,394178,545RatiosEquity ratio (%)48.0659.59Financial highlights are defined and calculated in accordance with the current version of "Recommendations &
Ratios" issued by the CFA Society Denmark.Equity ratio (%)
:Equity excl. minority interests * 100
Balance sheet totalPrimary activitiesThe object of the Company is to carry on commercial and investment activities either directly or through wholly-owned or partially-owned subsidiaries. The object also includes holding investments in other companies and other activities naturally related to that object and providing management services.
Caphold O ApS is parent to the Obsidian Group’s operating companies and was established on 21 March 2021.
Obsidian Group's main activities are to conduct business with digital marketing and strategy.Development in activities and financesIn 2022, the Group continued extended its activities by acquiring both assets and companies, and among these companies are Casper Hessellund, Blicker and Black Lemon. Three entities have been merger with Obsidian Digital in 2022.
This is the Group's second financial year. The pre-tax profit for the year is a loss of DKK 2.4 million. Group equity stands at DKK 125,376.3 million. Profit/loss for the year in relation to expected developmentsPerformance for the year is satisfactory.
The result for 2022 is affected by a write down of intangible assets of DKK 8.2 million related to acquired websites
in Obsidian Media puchased in prior yearsUncertainty relating to recognition and measurementThe budget for 2023 and forecasts have been approved by management and Board of directors. They include the
effect of plans intended to achieve growth and efficiency in the years ahead. The budgets and forecasts forming the basis of the future expected cash flows, are subject to normal business uncertainty.
OutlookThe management is guiding for an EBITDA in the range of DKK 36-46 million after normalisations in 2023.
Use of financial instrumentsThe Group does not apply hedging instruments. The Group’s primary business risk is related to its ability to continue to extend its activities and ensure steady development of products and services etc. The Group is subject to normal risks with respect to receivables, payables and foreign currency. The Group is working on a regular basis to reduce these risks. Interest rate risks exist primarily related to payables to credit institutions. Most of these payables are of a long-term nature and carry a floating short-term interest rate that is adjusted on a quarterly basis. The Group’s banking agreement includes covenants..
Knowledge resourcesThe Group’s activities are based on knowledge and expertise in its focus areas. Tools are being developed to improve performance for group customers, and the Group’s processes need to be made more efficient and be digitalised.Environmental performanceThe Group is making an ongoing effort to optimise the companies’ consumption of materials and waste disposal for the benefit of the environment.Research and development activitiesIn 2021, the Company has started developing tools and software to support the Group’s services and digital services. The Company has development actitivities related to software tools. Development actitivites are performed by internal employees located in Bosnia and Denmark.Events after the balance sheet dateIn March 2023 the Group was acquired by Findos, a German Private Equity fund.
No other events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. 82834001349962552112146-104963853245648225972311995264961000279702741044056676512000016173141838458116882-2010638191309246751304490422873113505061666494845807-2420108512627-6194205-245338334620782661706-312019-111188-5882186-2149079-5882186-58821860-5882186-23421950193116-5882186-2342195-4775042-1107144-5882186-2342195130474202506975820108327015674508417282350215858925181814842116388863446323516309421187404665405801481995844801481995844151754347142657578217847810183476091151754347142657578709001215007090012150020423486159497111081822079734001439453898153703796405231201908255241828595021959455727084202611118811596611118815826951319025263124161921257118674381228935166296223314151-56362310430798123143012938226482221910517131016626086074820612431315366486414396774410000001000000100000010000001243762761218192051243762761216092601253762761228192050193116125376276123012321100000012181920512281920519311612301232110000001243762761253762760125376276123012322100000040306212160926012301232210000000124376276284190726300284190726300160234351585859738927894028013991220679982799955620835068829653203792659527999556208350688762091563215991093998950383188520418840285139518235370019750010550000474969834770139529870215690651161181428705712035467000052234962444590972890321203541352002828238569228288588209554222608607482061243131536648641439677447520991752099107520991752099175209917251507251500725150725149193116193116-19311603646831-3646831027984774104405666625862-1747308536227950-519406119130924675-4228731-1350507-5545767-1419543125000026769761-7939436-1232761-26275000-974784-65969140-172639222Deposits1943630-67007538-176241506-40237777-1841809423453786214907563892789410550000Establishment of entityLoans from other credit institutionsAdditions of cash through acquisition of entities012535451771789232083506838336283143705339423117854471113156454-56362317520223-5636231910939989503821 Events after the balance sheet dateIn March 2023 the Group was acquired by Findos, a German Private Equity fund.
No other 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 salaries51,422,74420,639,334Pension costs369,55434,775Other social security costs745,105(244,985)Other staff costs708,2452,168,10753,245,64822,597,231Average number of full-time employees9173No information regarding management remuneration is provided in accordance with ÅRL section 98b, subsectgion 31 Staff costs2022
DKK2021
DKKWages and salaries1,988,248961,000Other social security costs7,01601,995,264961,000Average number of full-time employees22Remuneration
of
Manage- ment
2022
DKKTotal amount for management categories1,982,2481,982,2489173223 Depreciation, amortisation and impairment losses2022
DKK2021
DKKAmortisation of intangible assets18,903,1237,896,871Impairment losses on intangible assets8,181,5330Depreciation on property, plant and equipment283,1191,932Profit/loss from sale of intangible assets and property, plant and equipment602,49916,94827,970,2747,915,7514 Other financial expenses2022
DKK2021
DKKFinancial expenses from group enterprises978,4350Other interest expenses1,231,4871,222,060Exchange rate adjustments144,87378,446Interest expenses from tax paid on account123,3580Other financial expenses1,750,57850,0004,228,7311,350,5062022
DKK2021
DKKFinancial expenses from group enterprises978,4350Other interest expenses1,231,4871,222,060Exchange rate adjustments144,87378,446Interest expenses from tax paid on account123,3580Other financial expenses1,750,57850,0004,228,7311,350,5065 Tax on profit/loss for the year2022
DKK2021
DKKCurrent tax4,765,7262,328,978Change in deferred tax(1,237,949)311,628Adjustment concerning previous years(65,699)21,1003,462,0782,661,7066 Proposed distribution of profit/loss2022
DKK2021
DKKRetained earnings(5,882,186)(2,342,195)Minority interests' share of profit/loss0193,116(5,882,186)(2,149,079)3 Proposed distribution of profit and loss2022
DKK2021
DKKRetained earnings(5,882,186)(2,342,195)(5,882,186)(2,342,195)7 Intangible assetsAcquired intangible assets
DKKGoodwill
DKKDevelopment projects in progress
DKKCost beginning of year29,658,061166,503,8570Addition through business combinations etc060,213,003495,474Additions001,232,761Disposals(1,150,000)00Cost end of year28,508,061226,716,8601,728,235Amortisation and impairment losses beginning of year(4,588,302)(9,758,773)0Impairment losses for the year(8,181,533)00Amortisation for the year(3,028,306)(15,874,817)0Reversal regarding disposals337,50000Amortisation and impairment losses end of year(15,460,641)(25,633,590)0Carrying amount end of year13,047,420201,083,2701,728,235Acquired intangible assets
DKKGoodwill
DKKDevelopment projects in progress
DKKCost beginning of year29,658,061166,503,8570Addition through business combinations etc060,213,003495,474Additions001,232,761Disposals(1,150,000)00Cost end of year28,508,061226,716,8601,728,235Amortisation and impairment losses beginning of year(4,588,302)(9,758,773)0Impairment losses for the year(8,181,533)00Amortisation for the year(3,028,306)(15,874,817)0Reversal regarding disposals337,50000Amortisation and impairment losses end of year(15,460,641)(25,633,590)0Carrying amount end of year13,047,420201,083,2701,728,2358 Development projectsThe cost price of development projects is derived from time spend from internal developers and expressed in man-hours and the cost of a man-hour for development of the Group´s main software assets and platform for efficient work and analysis related to technologies in the marketing industry.9 Property, plant and equipmentOther fixtures and fittings, tools and equipment
DKKLeasehold improvements
DKKCost beginning of year694,54637,130Additions805,1230Cost end of year1,499,66937,130Depreciation and impairment losses beginning of year(60,088)(6,188)Depreciation for the year(275,693)(7,426)Depreciation and impairment losses end of year(335,781)(13,614)Carrying amount end of year1,163,88823,51610 Financial assetsDeposits
DKKCost beginning of year1,211,847Disposals(194,366)Cost end of year1,017,481Impairment losses beginning of year(216,000)Impairment losses end of year(216,000)Carrying amount end of year801,4814 Financial assetsInvestments in group enterprises
DKKReceivables from group enterprises
DKKCost beginning of year142,254,5160Addition through business combinations etc15,041,9820Disposals on divestments etc. (7,520,991)0Additions05,625,671Cost end of year149,775,5075,625,671Revaluations beginning of year403,0620Adjustments on equity725,1490Amortisation of goodwill(4,743,853)0Share of profit/loss for the year(31,189)0Revaluations end of year(3,646,831)0Carrying amount end of year146,128,6765,625,671A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements.
Remaining goodwill amount recognized as of 31. december 2022 amounts to DKK 86,970,643.
The receivable from group entity accrues interest. Refund date has been set to 31 December 2031.11 Deferred tax
Changes during the year2022
DKK2021
DKKBeginning of year(722,248)(332,728)Recognised in the income statement1,237,9490Addition of deffered tax throughout aqcuisitions og entities etc. 0(389,520)Other additions (96,095)0End of year419,606(722,248)Deferred tax has been recognised in the balance sheet as follows2022
DKK2021
DKK
Deferred tax assets703,7964,052
Deferred tax liabilities(284,190)(726,300)419,606(722,248)Deferred tax relates to intangible assets and fixed assets.Deferred tax assetsNo special conditions have been set to recognise and measure deferred tax assets.5 Deferred tax
Changes during the year2022
DKKRecognised in the income statement312,019End of year312,019Deferred tax assetsNo special conditions have been set to recognise and measure deferred tax assets.12 PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years such as aministration costs. Prepayments are measured at
cost.13 Other payables2022
DKK2021
DKKWages and salaries, personal income taxes, social security costs, etc. payable(1,555)2,000Holiday pay obligation15,9901,230,930Other costs payable27,999,556028,013,9911,232,930Other cost payables comprimises shareholder loans. The interest has been fixed at armlength and terms of repayment has been settled for exit event, og event of default.14 Non-current liabilities other than provisionsDue within 12
months
2022
DKKDue within 12
months
2021
DKKDue after
more than 12
months
2022
DKKBank loans8,762,0915,632,15916,023,435Payables to group enterprises0038,927,894Other payables0028,013,9918,762,0915,632,15982,965,3206 Non-current liabilities other than provisionsDue after
more than 12
months
2022
DKKOutstanding
after 5 years
2022
DKKOther payables27,999,55627,999,55627,999,55627,999,55615 Deferred incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income
is measured at cost.16 Changes in working capital2022
DKK2021
DKKIncrease/decrease in receivables(5,613,536)(7,156,648)Increase/decrease in trade payables etc.2,785,818717,458Other changes9,453,580(11,033,895)6,625,862(17,473,085)17 Contingent liabilitiesThe Parent and the Danish subsidiaries participate in a Danish joint taxation
arrangement in which TopCo O ApS, cvr. no. 42 26 06 73 serves as the administration company.
According to the joint taxation provisions of
the Danish Corporation Tax Act, the Parent and the Danish subsidiaries are therefore liable for
income taxes etc. for the jointly taxed entities, and also for obligations, if any, relating to the withholding of tax on
interest, royalties and dividends for the jointly
taxed entities. The jointly taxed entities' total known net liability
under the joint taxation arrangement is
disclosed in the administration company's financial statements.8 Contingent liabilitiesThe Entity participates in a Danish joint taxation
arrangement in which TopCo O ApS CVR no. 42 26 06 73 serves as the administration company.
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 also for obligations, if any, relating to the withholding of tax on
interest, royalties and dividends for the jointly
taxed entities. The jointly taxed entities' total known net liability
under the joint taxation arrangement is
disclosed in the administration company's financial statements.18 Assets charged and collateralThe group company Obsidian Group ApS has provided self-debtor surety to affiliated companies, to security for the group's bank debt. Bank debt amounts to 31 December 2022 a total of 33.9 million DKK
The company has collateral in movable assets relating to debts to banks with a principal amount of DKK 14,500,000.19 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report. No
such transactions were conducted during the financial year.10 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report. No
such transactions were conducted during the financial year.20
Group relationsName and registered office of the Parent preparing consolidated financial statements for the largest group:
TopCo O ApS, Store Kongensgade 118, 1 th., 1264 København K - CVR Nr. 42 26 06 73
Name and registered office of the Parent preparing consolidated financial statements for the smallest group:
CapHold O ApS, Store Kongensgade 118, 1 th., 1264 København K - CVR Nr. 42 26 11 7321 SubsidiariesRegistered inCorporate
formOwnership
%Obsidian Group ApSCopenhagenAnpartsselskab100.00Obsidian Digital A/S CopenhagenAktieselskab100.00Obsidian Media ApSAarhus CAnpartsselskab100.00Black Lemon ApS CopenhagenAnpartsselskab100.00Bondtofte & Co. ApS Odense CAnpartsselskab100.00Heymedia ApSAarhus CAnpartsselskab100.00Obsidian Digital d.o.o.Bosnia d.o.o100.00-4775042403062146128676142657578562567100403062Remuneration
of
Manage- ment
2022
DKKTotal amount for management categories1,982,2481,982,24819822482 Other financial income2022
DKK2021
DKKFinancial income from group enterprises125,6710Interest income from tax paid on account4,7780130,44907 Unrecognised rental and lease commitments2022
DKK2021
DKKTotal liabilities under rental or lease agreements until maturity 0911,0009 Related parties with controlling interestMidCo O ApS, Per Henrik Lings Allé 4, 5
2100 København Ø
Danmark owns all shares in the Entity, thus exercising control. 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.falseNon-comparabilityIn 2022 the group has acquired and merged with a number of entities why 2022 and 2021 figures are not comparable. Comparative figures have not been restated.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. <br />Consolidated 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. <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.
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.Business combinationsNewly acquired or newly established enterprises are recognised in the financial statements from the time
of acquiring or establishing such enterprises. Divested or wound-up enterprises are recognised in the income
statement up to the time of their divestment or winding-up.
The purchase method is applied at the acquisition of new enterprises, under which identifiable assets and
liabilities of these enterprises are measured at fair value at the acquisition date. Provisions for costs of
restructuring of the enterprise acquired are only made in so far as such restructuring was decided by the
enterprise acquired prior to acquisition. Allowance is made for the tax effect of restatements.Positive differences in amount (goodwill) between cost of the acquired share and fair value of the assets
and liabilities taken over are recognised in intangible assets, and they are amortised systematically over
the income statement based on an individual assessment of their useful lives. If the useful life cannot be
estimated reliably, it is fixed at 10 years. Useful life is reassessed annually. The uniting-of-interests method is applied on acquisition of enterprises, mergers, demergers, contributions
of assets and exchanges of shares, etc. in which the enterprises concerned are controlled by the Parent,
under
which method the combination is considered completed at the date of acquisition without restatement
of
comparative figures. Under the uniting-of-interests method, the acquiree’s assets and liabilities are
recognised at
their carrying amounts, adjusted for any differences in accounting policies and accounting
estimates. The
difference between the consideration agreed and the carrying amount of the acquiree is
recognised in equity.The modified uniting-of-interests method is applied to vertical mergers in which the participating entities are subject to the Parent’s control. Under this method, assets and liabilities of the participating entities are recognised at the amounts at which they are recognised in the consolidated financial statements of the parent forming part of the merger. Vertical mergers are recognised at the merger date without restatement of comparative figures.Gross profit or lossGross profit or loss comprises revenue and external expenses.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.Contract work in progress is included in revenue based on the stage of completion so that revenue
corresponds
to the selling price of the work performed in the financial year (the percentage-of-completion
method).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 wages and salaries, 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, amortisation and impairment losses for the financial year, and gains and
losses from the sale of intangible assets and 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.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 intra-group profits or losses.
Other financial incomeOther financial income comprises 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, and tax relief under the Danish
Tax Prepayment Scheme etc.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, and 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.The Parent is jointly taxed with all of its Danish group enterprises. The current Danish income tax is allocated
among
the jointly taxed entities proportionally to their taxable income (full allocation with a refund
concerning tax losses).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. For one amount of goodwill, it has not been
possible to estimate useful
life reliably, for which reason such useful life has been set at 10 years.
For other
amounts of goodwill, useful life
has been determined based on an assessment of whether the enterprises
are strategically acquired enterprises
with a strong market position and a long-term earnings profile and whether the amount of goodwill includes
intangible resources of a temporary nature that cannot be
separated and recognised as separate assets. Useful
lives are reassessed annually. The amortisation periods
used are 20 years.
Goodwill is written down to the lower of recoverable amount and carrying amount.<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.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. Straight-line depreciation is made based on the estimated useful lives of intellectual property rights of 3 years.
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.
Intellectual property rights acquired are measured at cost less accumulated amortisation.
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. Land is not depreciated.
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 equipment5 yearsLeasehold improvements5 yearsFor leasehold improvements and assets subject to finance leases, 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 enterprises Investments in group enterprises are recognised and measured in the parent financial statements 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 or losses. Reference is made to the above
section on
business combinations for more details about the accounting policies applied to acquisitions of
investments in
group enterprises.
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
the reserve for net revaluation according to the equity method in equity.
Goodwill is the difference between cost of investments and fair value of the pro rata share 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.
Investments in group enterprises are written down to the lower of recoverable amount and carrying amount.
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 consists of purchase price plus delivery costs.
The net realisable value of inventories is calculated as the estimated selling price less completion costs and
costs incurred to execute sale.Contract work in progressContract work in progress is measured at the selling price of the work carried out at the balance sheet date.
The selling price is measured based on the stage of completion and the total estimated income from the
individual contracts in progress. Usually, the stage of completion is determined as the ratio of actual to total
budgeted consumption of resources.
If the selling price of a contract in progress cannot be made up reliably, it is measured at the lower of costs
incurred and net realisable value.
Each contract in progress is recognised in the balance sheet in receivables or liabilities other than provisions,
depending on whether the net value, calculated as the selling price less prepayments received, is
positive or
negative.
Costs of sales work and of securing contracts, and finance costs are recognised in the income statement
as incurred.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.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.<br />Joint taxation contributions payable or receivable Current joint taxation contributions payable or receivable are 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.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.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, and 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 financial income, financial expenses and income tax paid.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
enterprises, activities and fixed asset investments, and purchase, development, improvement and sale,
etc. of intangible assets and property, plant and equipment.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities, purchase of treasury shares and payment of dividend.
Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk.
The cash flow statement shows cash flows from operating, investing and financing activities, and 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 financial income, financial expenses and income tax paid.
Cash flows from investing activities comprise payments in connection with acquisition and divestment of
enterprises, activities and fixed asset investments, and purchase, development, improvement and sale,
etc. of intangible assets and property, plant and equipment.
Cash flows from financing activities comprise changes in the size or composition of the contributed capital
and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities, purchase of treasury shares and payment of dividend.
Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk.
2023-06-29Jonas Tofte Bøndergaard