xbrli:pureiso4217:DKK402985682022-01-012022-12-31cmn:ConsolidatedMember402985682022-01-012022-12-311cmn:ConsolidatedMember402985682022-01-012022-12-311cmn:ConsolidatedMember402985682022-01-012022-12-311402985682022-01-012022-12-312402985682022-01-012022-12-312cmn:ConsolidatedMember402985682022-01-012022-12-31402985682021-01-012021-12-31cmn:ConsolidatedMember402985682021-01-012021-12-31402985682022-01-012022-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember402985682022-01-012022-12-31fsa:ReserveForCurrentValueOfHedgingMembercmn:ConsolidatedMember402985682022-01-012022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember402985682022-01-012022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember402985682021-01-012021-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember402985682022-01-012022-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember402985682022-01-012022-12-31fsa:RetainedEarningsMember402985682022-01-012022-12-31fsa:RetainedEarningsMember402985682021-01-012021-12-31fsa:RetainedEarningsMember402985682022-12-31cmn:ConsolidatedMember402985682021-12-31cmn:ConsolidatedMember402985682022-12-31402985682021-12-31402985682022-01-01cmn:ConsolidatedMember402985682021-01-01cmn:ConsolidatedMember402985682022-01-01fsa:ContributedCapitalMembercmn:ConsolidatedMember402985682022-01-01fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember402985682022-01-01fsa:ReserveForCurrentValueOfHedgingMembercmn:ConsolidatedMember402985682022-01-01fsa:RetainedEarningsMembercmn:ConsolidatedMember402985682022-12-31fsa:ContributedCapitalMembercmn:ConsolidatedMember402985682022-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember402985682022-12-31fsa:ReserveForCurrentValueOfHedgingMembercmn:ConsolidatedMember402985682022-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember402985682022-01-01fsa:ContributedCapitalMember402985682022-01-01fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember402985682022-01-01fsa:RetainedEarningsMember402985682022-01-01402985682022-12-31fsa:ContributedCapitalMember402985682022-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMember402985682022-12-31fsa:RetainedEarningsMember402985682022-01-012022-12-31fsa:ContributedCapitalMembercmn:ConsolidatedMember402985682022-01-012022-12-31fsa:ContributedCapitalMemberGrundlag for konklusionKonklusion33963556Deloitte Statsautoriseret RevisionspartnerselskabRevisionspåtegningRegnskabsklasse C, stor virksomhed2021-12-312021-01-0133963556Weidekampsgade 6Deloitte Statsautoriseret Revisionspartnerselskab2300 København S2022-12-312022-01-01Zizzi Holding ApS40298568ÅrsrapportKolding60004Egtved AlléBillundBillund7190<br /><br />29KløvermarkenThe Board of Directors and the Executive Board have today considered and approved the annual report of Zizzi 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.Billund2023-01-30Kuno Kildetoft MehlsenStefan Andreas Walter HappakJoachim Horst ScholzTo the shareholders of Zizzi Holding ApSWe have audited the consolidated financial statements and the parent financial statements of Zizzi 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.Kolding2023-01-30Morten Gade SteinmetzThomas Aamand Lundmne34145mne47764State Authorised Public AccountantState Authorised Public AccountantFinancial highlights2022
DKK'0002021
DKK'0002020
DKK'0002019
DKK'000Key figuresRevenue779,699730,923657,952541,529Gross profit/loss207,849245,069253,858197,331Operating profit/loss(9,933)44,0608,73612,479Net financials(6,622)(7,976)(9,251)(2,429)Profit/loss for the year(18,176)22,1253,4138,503Balance sheet total338,238364,978404,843389,752Investments in property, plant and equipment8,6966,81013,90761,100Equity99,839129,724101,066102,084Average numbers of employees422408476530Cash flows from operating activities(54,260)56,01062,48739,112Cash flows from investing activities(28,212)(18,248)(12,029)(19,485)Cash flows from financing activities16,399(75,838)(8,326)56,243RatiosGross margin (%)26.6633.5338.5836.44EBIT margin (%)(1.27)6.031.332.30Net margin (%)(2.33)3.030.521.57Equity ratio (%)29.5235.5424.9626.19Figures for 2019 only include the period 27.02.2019 - 31.12.2019 and is therefore not comparable.
Financial 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
RevenueEBIT margin (%):
Operating profit/loss
* 100
RevenueNet margin (%)
:
Profit/loss for the year * 100
RevenueEquity ratio (%)
:Equity * 100
Balance sheet totalPrimary activitiesThe company’s main objective is to source and market clothing for plus size women across European markets.
Group chart
Development in activities and financesDespite the challenges relating to the outbreak of war in Europe, the company has achieved a revenue of DKK 779,7m (730,9m 2021) and EBITDA of DKK 27,3m for the year. However, this is a decrease of DKK 52,9m compared to the EBITDA in 2021, demonstrating the challenged conditions of 2022.
The revenue growth is primarily driven by growth on online channels, however at a much lower rate than originally anticipated. In the second half of 2022 our retail stores have relative to our online channels performed better, also highlighting that our diversification of distribution of sales prove valuable when our Group is affected by significant macro events as seen in 2022.
Realising that our economic region steers towards a recession, Management has been preoccupied with ensuring that the Group is prepared to face significantly lower growth expectations in 2023. The focus has been to secure that profitability is restored at levels realized in 2021.
Profit/loss for the year in relation to expected developmentsManagement considers the financial result to be un-satisfactory for 2022.Uncertainty relating to recognition and measurementIn regards to recognition and measurement for the financial year, no significant uncertainty has been identified.
Unusual circumstances affecting recognition and measurementAs an effect of the Russian invasion of Ukraine in February 2022, macro-economic factors have changed so rapidly resulting in market conditions even more difficult to predict. Consequently, the Group has taken measures to reduce the overall risk by focusing on costs reductions and optimization of the current operation.OutlookFrom the initiatives carried out by Management in 2022 to reduce the Group’s costs we remain realistic about the coming year in terms of profitability and free cash flow creation, and realistic to pessimistic about the growth in revenue.
Particular risks
Business risks
The primary business risks for the company relates to upholding and developing its business activities across international markets in an increasingly competitive landscape. In addition, the company faces various risks related to events outside of the Group’s control i.e pandemics, war, political uprising, change in international legislation and more. The Group works actively to remedy such potential events to limit their impact on the Group.
The Board of Directors must reassure continuous monitoring of the development on the markets to reduce business risks as well as to strengthen its competitive position.
Credit risks
Credit risks are related to debtors who receive deliveries according to the company’s normal trade terms. The priority of the Group’s debtors is insured via credit insurance and/or bank guarantees, under continuous control and risk assessment of level of credit.
Treasury risks
Treasury risks are predominantly related to the business exposure to foreign currencies. The Group is exposed to the development in the USD/DKK exchange rate, since most of the costs associated with product purchases are placed in USD. The Group does not have any income in USD, why the natural hedging from continuous cash inflow in USD is absent. The Group has sales in NOK and SEK and is exposed to the development in these currencies. The exposure is classified as less influential in terms of impact to the Group, as the Group also account for costs in NOK and SEK. The Group has adopted a Treasury Policy including the use of financial instruments to limit the exposure to the company.
Use of financial instrumentsThe company will always be exposed to currency risks. A considerable part of the Group’s cash flow is carried out in foreign currency and will be affected by exchange rates and interest development. This goes for activities carried out between foreign companies, suppliers, and customers.
The company’s currency policy is using a layered hedging approach to minimize the risks in transactions
with foreign exchange. The policy has not been changed in the financial year and continues to prove to be effective (limiting future currency exposure) and will be continued unchanged during the coming financial year.
Knowledge resourcesIt is essential for the Group to maintain the ability to attract, develop and retain qualified members of staff with a high level of competence. The presence of quality knowledge and knowhow in each level of staff will be obtained by thorough recruitment and continuous development of the existing staff and their competencies.
Staff
Development within the members of staff can be illustrated as below:
Please note that the figure for Denmark reflects employees in Zizzi Denmark ApS, whereas the total reflects employees in Zizzi Holding ApS on a consolidated basis.Environmental performancePlease refer to the paragraph "Statutory report on corporate social responsibility" below. Research and development activitiesIn line with Group strategy, investments will be made in the ongoing development of the business platform, as well as the optimization of all distribution channels across the Scandinavian and Central European markets.
Growth in revenue is expected to return to our economic region from 2024 onwards, hence we remain focused to invest for future growth although at a reduced pace in 2023 compared to 2022, where we also changed our new business platform completely to a new SalesForce platform.
Statutory report on corporate social responsibilityThe company monitors relevant relations towards social responsibilities, including employee relations,
environmental issues and anti-corruption.
During the financial year, the Group focused on the following areas of social responsibility:
• The ESG committee’s work, including the choice of focus areas in 2022 concerning ESG strategy towards 2030
• The 2030 ESG strategy includes four commitments:
1. Continuously transform our business to ensure responsible production and consumption in our value chain
2. Significantly improve our impact on the climate and environment through our activities
3. Ensure good working conditions for all people involved with our products and business activities
4. Fight for inclusivity for everyone no matter their gender, age, size, race, or origin
• We received the GOTS and GRS certifications
• We became a member of AMFORI BSCI
• Supplier audits in line with human and labour rights
• Supplier audits in line with environmental laws
• Objectives and policies for gender composition in the supreme governing body, cf. S. 99b of the Danish Financial Statements Act
• Testing of Chemicals in finished product
As a member of the UN Global Compact, the Group issues a progression report concerning the CSR work performed by the Group. In accordance with the Danish Financial Statements act §99a the Group has issued a Corporate Social Responsibility Report. For detailed information regarding the work of Zizzi Group relating to social responsibilities reference is made to this report. The report is published on the following link: https://www.aboutzizzi.com/csr
Statutory report on the underrepresented genderThe Board of Directors has a gender composition of 100% men since the Board consists of two members. The goal for achieving gender equality in the Board is set to be fulfilled after a maximum of four years. The gender composition in 2022 is subject to resource availability with Zizzi Holding’s ApS owner.
Further, with reference to the Danish Financial Statements Act §99b the Group provided detailed information regarding the underrepresented gender in the Group’s progression report concerning CSR, which is published on the following link: https://www.aboutzizzi.com/csr
Statutory report on data ethics policyZizzi collects personal data on employees and customers to fulfil our obligations towards national authorities such as national tax authorities, as well as our obligation to fulfil the orders placed by our customers. Where national legislation demands us to transfer personal data, we will exchange such data with third parties (national authorities). To fulfil our obligation of delivering our products we exchange non-sensitive personal data with local distributors. Zizzi does not sell customer data, confidential data, or sensitive personal data.
Employee data including sensitive personal data are kept confidential and can only be accessed by a few trusted employees to fulfil our obligations of communicating with national authorities. Personal data are kept in record for as long as we have an obligation to store this information to meet the demands from national authorities. Sensitive personal data are only kept record for as long as it is necessary to fulfil the legislative demands. Hereafter it is deleted.
The customer data we receive (after customers active consent) is never classified as sensitive. However, if we have no reason to keep the customer data in record (for example to fulfil our obligation of handling customer complaints (guarantee period) after we have transferred products to the customer), the data will be deleted. Overall, customer data is used to provide unique customer service, i.e. trade data about our customers to provide the expected service.
Customers delivering personal data to us always have the right to have their data deleted upon request to the company.
There have been no non-intended exchange or leak of any individuals’ personal data in 2022.
The company has prepared a Group data policy with detailed explanations on how data is utilized responsibly in our business.
The policy is published on the following link: https://www.aboutzizzi.com/data-policy.Statutory report on corporate governanceZizzi Holding’s Board of Directors will at any time secure that the Group Management structure and internal controls are appropriate and work satisfactorily.
The basis for the organization of tasks handled by the Board of Directors and Management includes the Companies Act, the Financial Statements Act, the company´s articles of association and good practices for companies of the same size and same international reach as Zizzi Group. Under this, the Group - due to its status as a private equity owned company, adheres to the guidelines for responsible ownership and corporate governance.
On this basis, several internal procedures are being developed and maintained to ensure active, safe, and profitable management of the Group.
Proposals for active ownership and corporate governance of equity funds
In 2011 the Danish Venture and Private Equity Association published updated guidelines for responsible ownership and corporate governance for equity funds and their controlled companies.
The recommendations concern the guidelines regarding corporate governance, social responsibilities, risk assessments, employments policy and strategy. These matters are discussed in the Management’s Review.
Management will in general follow the guidelines and recommendations. For further information on the mentioned recommendations reference is made to www.dvca.dk
Shareholders’ conditions
The capital structure of the company will always be monitored by the Board of Directors and kept with the expectations from the Board of Directors and in the interests of the Group. The main goal is to have a capital structure that supports continuous profitable growth and does not increase the operational risk to the point where the capital structure must be changed within a short period of time.
The company’s articles of association contain no limits towards ownership or the right to vote. Zizzi Holding’s unit capital consists solely of one share class.
Capital fund TopCo 26 FIII Holding GmbH is the largest indirect shareholder of Zizzi Holding and has a controlling influence in the company.
The work of the Board of Directors
The Board of Directors overlooks the work of Executive Management ensuring that approved goals, strategies and business processes are kept. Information from Management is done systematically during meetings and by ongoing reporting. The reporting contains information on market developments, Group development and profitability.
Risk assessments
The management ensures effective risk assessment and internal audit reduce strategic and business risk,
securing compliance with laws and regulations, to ensure an effective basis for management decision.
The strategic choices of Ball Group lead to natural risks, which are essential to identify and be communicated out and handled effectively. Internal audit and effective risk assessments are vital for the Board and executives to carry out tasks expected by the governing bodies.
Financial reporting process
Management, on behalf of the Board of Directors, handles the overall responsibility of the company´s risk assessments and internal audits concerning the financial reporting process. Organizational structure, policies, procedures and audits in relation to the financial reporting process undergo continuous evaluation by the Board of Directors.
The Group has established a Group reporting process, including monthly reporting, consisting of full income report, balance sheet and cash flow, follow-up to budget, valuation on KPI performances and achievement of the agreed target for each business unit.
Management remuneration
To attract and maintain management competencies, the remuneration of Executive Management and senior executives is determined by consideration of work tasks, value creation and terms in comparable companies.
Incentive pay has been used for Executive Management and senior executives in the form of bonus schemes, as well as a contingent and warrant-based incentive program for the Executive Management and senior executives.
The Board of Directors and the Executive Board´s shareholding
At the end of the financial year, the Board of Directors and the Executive Board have no indirect shareholding in
the company.
Dividend policy
Payment of dividend must take place with consideration to the necessary consolidation of equity for the Group’s planned expansion.
The Board suggests no dividend be distributed in connection with the annual general meeting.
Stakeholders
Ball Group continues to develop and expand good relations to interest groups, as those relations are considered
to have essential and positive effect on the Group´s future development.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. 7796990007309230003434000346400005574000386022000316291000185828000175137000285200014030002078490002450690005820002061000180510000164802000228600024000003727200036207000-993300044060000-1704000-339000490006506000865000126300066710001448200043810002526000-1655500036084000-1914300018059000162100013959000-967000-278000-181760002212500000-18176000-1817600022125000-18176000183370000-18176000-181760001833700024826000284600038350004679000788900001018150000111710001075510001205110001584600018866000192700023870001777300021253000784200086040007842000860400016567900018630800013316600015036800016567900018630800014196600097358000141966000973580003045700016115000148600035210009670003470004043000175900078400023100013267000159310004925300037326000360520004336800013853000799260007992600011800200056800012280002050720002146100003662000044596000338238000364978000202299000230904000100000100000100000100000-960001451000-950001449000-80000508200099915000123091000998370001281750009983900012972400010000014510005082000123091000129724000100000-96000-8000099915000998420001297240001000001449000128175000129724000100000-9500099837000010200000127700002297000301380000301380000301380000301380000300000000300000000252490003085000635260006457700030099000960020004056400010002900011750008707000582120006058600017550001151000208261000232957000723190001011800002383990002329570001024570001011800003382380003649780002022990002309040000-15470000-15470000-15440000-15440000-66180000-661800000001456000014560003931300038161000-63273000-25110000-3389300057111000490006506000-6671000-14482000-8138000718000-56070006157000-5426000056010000-14856000-142870000545000-8696000-681000001664000340000640000-50000000-28212000-18248000-82472000377620008230200000-58232000-65903000-1760600016399000-75838000-66073000-3807600013853000799260001 Revenue2022
DKK'0002021
DKK'000Denmark267,307277,859Norway157,734144,338Germany100,29996,016Rest of Europe254,359212,710Total revenue by geographical market779,699730,923The company and group only have one activity from sale of clothes. 1 Revenue2022
DKK'0002021
DKK'000Denmark3,4343,464Total revenue by geographical market3,4343,464The parent company only provides management services within the Group which is recognized as revenue.2 Other operating incomeOther operating income consists of compensation received under the aid packages made available by the governments in the countries where the group have operating entities.
3 Fees to the auditor appointed by the Annual General Meeting2022
DKK'0002021
DKK'000Statutory audit services437404Other assurance engagements183295Tax services131334Other services5151961,2661,2294 Staff costs2022
DKK'0002021
DKK'000Wages and salaries163,251152,010Pension costs4,4142,743Other social security costs7,3265,590Other staff costs5,5194,459180,510164,802Average number of full-time employees422408Special incentive programmes
In order to strengthen Management and certain leading employees’ interest in the long-term value creation of
the group, a total of 1,193,657,879 warrants have been issued. The warrants each give the right to subscription of a new share in Zizzi Invest ApS at an exercise price of DKK 0.01. The warrants are granted over a period of time and subject to the warrant holders continued employment in the Group. At year end a total of 1,022,046,800 warrents have been assigned to employees.
Remuneration of the Executive Board is is not disclosed with reference to S. 98(3) of the Danish Financial
Statements Act.
2 Staff costs2022
DKK'0002021
DKK'000Wages and salaries2,2862,4002,2862,400Average number of full-time employees11422408115 Other financial expenses2022
DKK'0002021
DKK'000Financial expenses from group enterprises2,0582,349Other interest expenses4,61312,1336,67114,4822022
DKK'0002021
DKK'000Financial expenses from group enterprises2,0582,349Other interest expenses4,61312,1336,67114,482<br />4 Other financial expenses2022
DKK'0002021
DKK'000Financial expenses from group enterprises297172Other interest expenses4,0842,3544,3812,526<br />2022
DKK'0002021
DKK'000Financial expenses from group enterprises297172Other interest expenses4,0842,3544,3812,5266 Tax on profit/loss for the year2022
DKK'0002021
DKK'000Current tax1,62113,9591,62113,9595 Tax on profit/loss for the year2022
DKK'0002021
DKK'000Change in deferred tax(620)(278)Refund in joint taxation arrangement(347)0(967)(278)7 Proposed distribution of profit/loss2022
DKK'0002021
DKK'000Retained earnings(18,176)22,125(18,176)22,1256 Proposed distribution of profit and loss2022
DKK'0002021
DKK'000Retained earnings(18,176)18,337(18,176)18,3378 Intangible assetsCompleted development projects
DKK'000Acquired rights
DKK'000Goodwill
DKK'000Development projects in progress
DKK'000Cost beginning of year3,11617,660178,26711,171Exchange rate adjustments0(141)00Transfers11,17100(11,171)Additions14,856000Disposals0(1,564)00Cost end of year29,14315,955178,2670Amortisation and impairment losses beginning of year(270)(12,981)(76,452)0Exchange rate adjustments07700Amortisation for the year(4,047)(780)(22,925)0Reversal regarding disposals01,56400Amortisation and impairment losses end of year(4,317)(12,120)(99,377)0Carrying amount end of year24,8263,83578,8900Completed development projects
DKK'000Acquired rights
DKK'000Goodwill
DKK'000Development projects in progress
DKK'000Cost beginning of year3,11617,660178,26711,171Exchange rate adjustments0(141)00Transfers11,17100(11,171)Additions14,856000Disposals0(1,564)00Cost end of year29,14315,955178,2670Amortisation and impairment losses beginning of year(270)(12,981)(76,452)0Exchange rate adjustments07700Amortisation for the year(4,047)(780)(22,925)0Reversal regarding disposals01,56400Amortisation and impairment losses end of year(4,317)(12,120)(99,377)0Carrying amount end of year24,8263,83578,89009 Development projectsDevelopment projects consists of cost to the development of a new e-commerce sales platform and cost related
to this development.
The platform has been launched in 2022 and is now up and running. The company have an increase in the sales
volume due to this new platform because of a better customer experience. 10 Property, plant and equipmentOther fixtures and fittings, tools and equipment
DKK'000Leasehold improvements
DKK'000Cost beginning of year95,03117,380Exchange rate adjustments(977)(165)Additions5,8672,829Disposals(16,119)(2,243)Cost end of year83,80217,801Depreciation and impairment losses beginning of year(76,165)(14,993)Exchange rate adjustments702165Depreciation for the year(8,292)(3,269)Reversal regarding disposals15,7992,223Depreciation and impairment losses end of year(67,956)(15,874)Carrying amount end of year15,8461,92711 Financial assetsDeposits
DKK'000Cost beginning of year8,604Disposals(762)Cost end of year7,842Carrying amount end of year7,8427 Financial assetsInvestments in group enterprises
DKK'000Cost beginning of year225,962Cost end of year225,962Revaluations beginning of year(39,654)Exchange rate adjustments(1,544)Amortisation of goodwill(17,938)Share of profit/loss for the year4,015Other adjustments(5,162)Revaluations end of year(60,283)Carrying amount end of year165,679Hereof non amortized goodwill 58,9 mDKK.
A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements.12 InventoriesThere is in manufactured goods and goods for resale included goods in transit for 25,957k (2021: 27,738k).13 Deferred tax
Changes during the year2022
DKK'0002021
DKK'000Beginning of year2,5019,543Recognised in the income statement(1,015)(7,042)End of year1,4862,501Deferred tax has been recognised in the balance sheet as follows2022
DKK'0002021
DKK'000
Deferred tax assets1,4863,521
Deferred tax liabilities0(1,020)1,4862,501Deferred tax assets comprise temporary differences on intangible assets, property, plant and equipment and deferred tax losses. Deferred tax assetsThe Group expects to utilize tax assets within a shorter period of time, based on the current expectations for the following financial years.
8 Deferred tax
Changes during the year2022
DKK'0002021
DKK'000Beginning of year34769Recognised in the income statement620278End of year967347Deferred tax assetsDeferred tax assets comprise temporary differences as well as deferred tax losses that are expected to be utilized within 3-5 years.14 PrepaymentsPrepayments comprise incurred marketing costs and other costs relating to subsequent financial years. 15 Contributed capitalNumberShare capital100,000100,00016 Other provisions Other provisions cover expected costs related to phasing out unprofitable activities.17 Non-current liabilities other than provisionsDue within 12
months
2022
DKK'000Due after
more than 12
months
2022
DKK'000Bank loans30,00030,13830,00030,1389 Non-current liabilities other than provisionsDue within 12
months
2022
DKK'000Due after
more than 12
months
2022
DKK'000Bank loans30,00030,13830,00030,13818 Changes in working capital2022
DKK'0002021
DKK'000Increase/decrease in inventories(44,608)(20,366)Increase/decrease in receivables(13,962)(3,405)Increase/decrease in trade payables etc.(1,052)6,257Other changes(3,651)(7,596)(63,273)(25,110)19 Derivative financial instrumentsOther debt include a negative fair value of forward exchange contracts of DKK 6,064k. Zizzi Denmark ApS hedges
future exchange risks relating to sales and purchases and sales of goods. Zizzi Denmark ApS has entered into
forward exchange contracts for the following 8 months to secure purchases and sales of goods in the following
currencies: SEK 17,250k, NOK 124,250k, DKK 372,376k and USD 37,500k. All values are absolute values. All contracts are subscribed with the Company’s ordinary bank.
20 Unrecognised rental and lease commitments2022
DKK'0002021
DKK'000Total liabilities under rental or lease agreements until maturity 68,79674,60921 Contingent liabilities2022
DKK'0002021
DKK'000Recourse and non-recourse guarantee commitments16,34719,811Contingent liabilities 16,34719,811The Parent and the Danish subsidiaries participate in a Danish joint taxation
arrangement in which Zizzi Holding ApS 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.10 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 also for obligations, if any, relating to
the withholding of tax on interest, royalties and
dividends for these entities.22 Assets charged and collateralBank loans are secured by way of a floating charge of DKK 80,000k. The assets covered by the floating
charge amount to DKK 241,859k and comprise receivables, inventory and operating equipment.
Bank loans are also secured by way of a floating charge which covers rental rights etc.
The group companies Zizzi Denmark ApS, Zizzi ApS, Zizzi Invest ApS and Zizzi Holding ApS have given negative pledge in the entity's assets. Collateral provided for group enterprisesThe Group has provided guarantee for the group enterprises’ debt with the Group’s main bank. The maximum
limit of the guarantee is DKK 139,511k. Bank loans of group enterprises amount to DKK 85,387k at 31
December 2022. The above mentioned floating charge also secures group enterprises’ debt with the Group’s
main bank.11 Assets charged and collateralThe Entity has guaranteed group enterprises’ debt with the Group’s main bank. The maximum limit of the
guarantee is DKK 139,511k. Bank loans of group enterprises amount to DKK 85,387k at 31 December 2022.23 Transactions with related partiesDuring the financial year, related party transactions have been conducted on an arm’s length basis.13 Non-arm’s length related party transactionsDuring the financial year, related party transactions have been conducted on an arm’s length basis.24 SubsidiariesRegistered inCorporate
formZizzi Denmark ApSBillund, DenmarkApSBall Group Finland OYVaasa, FinlandOYBall Group Netherlands BV.Groenekan, NetherlandB.V.BGN Retail ASOslo, NorwayASZizzi Sweden ABBorås, SwedenABZizzi Belgium BV.Diegem, BelgiumB.V.Zizzi ApSBillund, DenmarkApSZizzi Invest ApSBillund, DenmarkApS-139230001966100016567900018630800034301000427900003 Other financial income2022
DKK'0002021
DKK'000Financial income from group enterprises8621,263Other financial income308651,26312 Related parties with controlling interestThe following parties have a controlling interest:
- Sissi 26 FIII Holding GmbH, Munich, shareholder
- Sissi 26 SC FIII Holding GmbH, Munich, shareholderThis annual report has been presented in accordance with the provisions of the Danish Financial Statements Act
governing reporting class C enterprises (large).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year.falseRecognition 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.Foreign currency translation
On 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.
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.Derivative financial instrumentsOn initial recognition in the balance sheet, derivative financial instruments are measured at cost and
subsequently at fair value. Derivative financial instruments are recognised under other receivables or other
payables.
Changes in the fair value of derivative financial instruments classified as and complying with the
requirements
for hedging future transactions are recognised directly in equity. When the hedged transactions
are realised, the
accumulated changes are recognised as part of cost of the relevant financial statement
items.
For derivative financial instruments that do not comply with the requirements for being treated as hedging
instruments, changes in fair value are recognised currently in the income statement as financial income or
financial expenses.RevenueRevenue from the sale of goods for resale is recognised in the income statement when delivery is made 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.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.
By reference to the Danish Financial Statements Act section 99a paragraph 7 fees to the auditor appointed at the annual general meeting is not disclosed since this is included in the consolidated financial statements of Ball Group Holding ApS. 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 property, plant and equipment and intangible
assets comprise depreciation, amortisation and impairment losses for the financial year, calculated on the
basis of the residual values and useful lives of the individual assets and impairment testing as well as gains
and losses from the sale of intangible assets as well as property, plant and equipment.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.Other financial incomeOther financial income comprises interest income, including interest income on receivables from group enterprises,
net capital or exchange gains on payables and transactions in foreign currencies, amortisation of
financial assets as well as 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 payables and transactions in foreign currencies 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 Ball Group Denmark ApS 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. Useful life is 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 7-20 years and residual value is 0%.
Goodwill is written down to the lower of recoverable amount and carrying amount.<br />Intellectual property rights etc.Intellectual property rights etc comprise acquired intellectual property rights (rental 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 on 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 3-5 years. Intellectual property rights acquired are measured at cost less accumulated amortisation, which is set at 10
years and the residual value is 0%.
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 equipment3-5 yearsLeasehold improvements3-10 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 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.
Goodwill is calculated as the difference between cost of the investments and fair value of the pro rata share
of assets and liabilities acquired. 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 life is 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 7-20 years.
Investments in group enterprises are written down to the lower of recoverable amount and carrying amount.
InventoriesInventories are measured at the lower of cost using the FIFO method and net realisable value.
Cost consists of purchase price plus delivery costs. Cost of 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.ReceivablesReceivables are measured at amortised cost, usually equalling nominal value, less writedowns for bad and
doubtful debts.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 or the planned settlement of each liability.
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.PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at
cost.CashCash comprises cash in hand and bank deposits.Other provisionsOther provisions comprise anticipated costs of non-recourse guarantee commitments, returns, decided and published restructuring, etc.
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.
Operating leasesLease 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.Tax payable or receivable Current tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's
taxable income, adjusted for prepaid tax.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 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 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.
2023-05-18Kuno Kildetoft Mehlsen