Årsrapport30700228Ernst & Young Godkendt RevisionspartnerselskabOsvald Helmuths Vej 4Postboks 250, 2000 Frederiksberg2016-01-012016-12-312015-01-012015-12-312017-05-0132304095Omada International ApSØsterbrogade 1352100København Ø2011-07-01København70250069www.omada.netDanske BankErnst & Young Godkendt Revisionspartnerselskab30700228Osvald Helmuths Vej 42000Frederiksberg2017-05-01Morten Boel SigurdssonRegnskabsklasse BRevisionspåtegningtrue2017-05-012017-05-01Copenhagen, Christian StendevadJacob OlsenMorten Boel SigurdssonChairmanCopenhagen, Robert ChristensenState Authorised Public Accountant-18000-1900000-18000-19000308200036300006000500030580003606000-5000-60003063000361200033240003533000-2610007900011449000807600011449000807600011449000807600050006000500060005000600011454000808200010000010000085860005262000-265000-246000842100051160001967000191800019670001918000130001400010530001034000106600010480001145400080820001000005262000-2460003324000-26100000-2420001000008586000-2650006000500060005000-5000-6000-5000-60008970008970007179000-38000341100011449000Omada GmbHGmbHGermany1000Omada Ltd.Ltd.England1000100000100000Today, the Board of Directors and the Executive Board have discussed and approved the annual report of Omada International ApS for the financial year 1 January - 31 December 2016.The annual report is prepared in accordance with the Danish Financial Statements Act.In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2016 and of the results of the Company's operations for the financial year 1 January - 31 December 2016.Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review.We recommend that the annual report be approved at the annual general meeting.To the shareholders of Omada International ApSWe have audited the financial statements of Omada International ApS for the financial year 1 January - 31 December 2016, which comprise an income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2016 and of the results of the Company's operations for the financial year 1 January - 31 December 2016 in accordance with the Danish Financial Statements Act.We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these rules and requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the 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 skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. 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 Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusion is based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. 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's review. Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act. Based on our procedures, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of the Management's review.The company's purpose is to act as the parent of the Omada Group's international entities.The income statement for 2016 shows a profit of DKK 3,063 thousand against DKK 3,612 thousand last year, and the balance sheet at 31 December 2016 shows equity of DKK 8,421 thousand. No events materially affecting the Company's financial position have occurred subsequent to the financial year-end.The annual report of Omada International ApS for 2016 has been prepared in accordance with the provisions in the Danish Financial Statements Act to report reporting class B entities and elective choice of certain provisions applying to reporting class C entities.Reporting currency The financial statements are presented in Danish kroner (DKK'000).On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the transaction date. Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rate at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the most recent financial statements is recognised in the income statement as financial income or financial expenses.Gross margin The items revenue, change in inventories of finished goods and work in progress, work performed for own account and capitalised, other operating income and external expenses have been aggregated into one item in the income statement called gross margin in accordance with section 32 of the Danish Financial Statements Act.Other external expenses include the year's expenses relating to the entity's core activities, including expenses relating to administration, etc.The item includes the Company's proportionate share of the profit/loss for the year in subsidiaries after elimination of intra-group income or losses and net of amortisation and impairment of goodwill and other excess values at the time of acquisition.Financial expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest expenses, etc.Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity. The Company and its Danish group entities are jointly taxed. The Danish income tax charge is allocated between profit making and loss making Danish entities in proportion to their taxable income). Jointly taxed entities entitled to a tax refund are reimbursed by the management company based on the rates applicable to interest allowances, and jointly taxed entities which have paid too little tax pay a surcharge according to the rates applicable to interest surcharges to the management company.On initial recognition, investments in subsidiaries are measured at cost and subsequently at the proportionate share of the entities' net asset values calculated in accordance with the parent company's accounting policies minus or plus any residual value of positive or negative goodwill calculated in accordance with the purchase method of accounting. Subsidiaries with a negative net asset value are measured at DKK 0 (nil), and any amounts owed by such entities are written down by the parent company's share of the net asset value if the amount owed is deemed irrecoverable. If the negative net asset value exceeds the amounts owed, the remaining amount is recognised under provisions if the parent company has a legal or a constructive obligation to cover the entity's deficit. Net revaluations of investments in subsidiaries are transferred to the net revaluation reserve according to the equity method where the carrying amount exceeds the acquisition cost. Newly acquired or formed entities are recognised in the financial statements from the date of acquisition or formation. Entities sold or otherwise disposed of are recognised up to the date of disposal. Corporate acquisitions are accounted for using the purchase method according to which the acquired entity's identifiable assets and liabilities are measured at fair value at the date of acquisition. In connection with the acquisition, a provision is made for expenses related to adopted plans to restructure the acquired entity. The tax effect of revaluations made is taken into account. Gains or losses on disposal of subsidiaries and associates are made up as the difference between the sales price and the carrying amount of net assets at the date of disposal including non-amortised goodwill and anticipated costs of disposal. Gains or losses are recognised in the income statement as financial income or financial expenses.The carrying amount of intangible assets, property, plant and equipment and investments in subsidiaries and associates is assessed for impairment on an annual basis. Impairment tests are conducted on assets or groups of assets when there is evidence of impairment. The carrying amount of impaired assets is reduced to the higher of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets and the expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life. Previously recognised impairment losses are reversed when the reason for recognition no longer exists. Impairment losses on goodwill are not reversed.Receivables are measured at amortised cost. An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis.Reserve for net revaluation according to the equity method The net revaluation reserve according to the equity method includes net revaluations of investments in subsidiaries and associates relative to cost. The reserve can be eliminated in case of losses, realisation of investments or a change in accounting estimates. The reserve cannot be recognised at a negative amount.Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account. Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is not deductible for tax purposes and on office premises and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on Management's intended use of the asset or settlement of the liability, respectively. Deferred tax is measured according to the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Changes in deferred tax due to changes in the tax rate are recognised in the income statement.Other payables Other payables are measured at net realisable value.The Company has no employees.In continuation of the above statement on investments, it is noted that the full value of Omada Ltd is recognized as a long-term provision.Other contingent liabilities The Company is jointly taxed with Omada A/S, which acts as management company for the Danish group companies, and is jointly and severally liable with other jointly taxed group entities for payment of income taxes for the income year 2013 onwards as well as withholding taxes on interest, royalties and dividends falling due for payment on or after 1 July 2012.The Company has not provided any security or other collateral in assets at 31 December 2016.323040952016-01-012016-12-31323040952015-01-012015-12-31323040952015-12-31323040952016-12-31323040952016-01-012016-12-311323040952016-12-311323040952016-01-012016-12-311323040952016-01-012016-12-312323040952016-01-012016-12-311323040952016-12-31e:CompletedDevelopmentProjectsMember323040952016-01-012016-12-31e:ReserveForNetRevaluationAccordingToEquityMethodMember323040952015-01-012015-12-31e:ReserveForNetRevaluationAccordingToEquityMethodMember323040952016-01-012016-12-31e:RetainedEarningsMember323040952015-01-012015-12-31e:RetainedEarningsMember323040952016-01-01e:InvestmentsInGroupEnterprisesMember323040952016-01-012016-12-31e:InvestmentsInGroupEnterprisesMember323040952016-12-31e:InvestmentsInGroupEnterprisesMember323040952016-01-01e:ContributedCapitalMember323040952016-01-012016-12-31e:ContributedCapitalMember323040952016-12-31e:ContributedCapitalMember323040952016-01-01e:ReserveForNetRevaluationAccordingToEquityMethodMember323040952016-01-012016-12-31e:ReserveForNetRevaluationAccordingToEquityMethodMember323040952016-12-31e:ReserveForNetRevaluationAccordingToEquityMethodMember323040952016-01-01e:RetainedEarningsMember323040952016-01-012016-12-31e:RetainedEarningsMember323040952016-12-31e:RetainedEarningsMember323040952016-01-012016-12-31e:SubsidiaryMember1323040952016-01-012016-12-31e:SubsidiaryMember2323040952016-12-31e:SubsidiaryMember1323040952016-12-31e:SubsidiaryMember2323040952015-12-311iso4217:DKKxbrli:pure