34485607 2018-01-01 2018-12-31 34485607 2018-01-01 2018-12-31 0 34485607 2018-01-01 2018-12-31 1 34485607 2018-01-01 2018-12-31 2 34485607 2018-01-01 2018-12-31 0 34485607 2018-01-01 2018-12-31 1 34485607 2018-01-01 2018-12-31 2 34485607 2018-01-01 2018-12-31 0 34485607 2018-01-01 2018-12-31 1 34485607 2017-01-01 2017-12-31 34485607 2018-12-31 34485607 2017-12-31 34485607 2018-01-01 34485607 2017-01-01 iso4217:DKK <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Statement by the Board of Directors and the Executive Board</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Today, the Board of Directors and the Executive Board have discussed and approved the annual report of Sport Nordic Holding ApS for the financial year 1 January – 31 December 2018.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act, and the parent company financial statements are prepared in accordance with the Danish Financial Statements Act.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group at 31 December 2018 and of the results of the Group's operations and cash flows for the financial year 1 January – 31 December 2018 in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.</td></tr><tr><td colspan="1">Further, in our opinion, the parent company financial statements give a true and fair view of the financial position of the Parent Company at 31 December 2018 and of the results of the Parent Company's operations for the financial year 1 January – 31 December 2018 in accordance with the Danish Financial Statements Act.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Further, in our opinion, the Management's review gives a fair review of the development in the Group's and the Parent Company's operations and financial matters, the results for the year and the Group's and the Parent Company's financial position.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">We recommend that the annual report be approved at the annual general meeting.</td></tr></table> Copenhagen 2019-05-28 <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Independent auditor's report</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">To the shareholders of Sport Nordic Holding ApS</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Opinion</td></tr><tr><td colspan="1">We have audited the consolidated financial statements and the parent company financial statements of Sport Nordic Holding ApS for the financial year 1 January – 31 December 2018, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies, for the Group and the Parent Company, and a consolidated statement of comprehensive income and a consolidated cash flow statement. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act, and the parent company financial statements are prepared in accordance with the Danish Financial Statements Act.</td></tr><tr><td colspan="1">In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group at 31 December 2018 and of the results of the Group's operations and cash flows for the financial year 1 January – 31 December 2018 in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.</td></tr><tr><td colspan="1">Further, in our opinion, the parent company financial statements give a true and fair view of the financial position of the Parent Company at 31 December 2018 and of the results of the Parent Company's operations for the financial year 1 January – 31 December 2018 in accordance with the Danish Financial Statements Act.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Basis for opinion</td></tr><tr><td colspan="1">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 company financial statements" (hereinafter collectively referred to as "the financial statements") section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Independence</td></tr><tr><td colspan="1">We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these rules and requirements.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Statement on the Management's review</td></tr><tr><td colspan="1">Management is responsible for the Management's review.</td></tr><tr><td colspan="1">Our opinion on the financial statements does not cover the Management’s review, and we do not express any assurance conclusion thereon.</td></tr><tr><td colspan="1">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.</td></tr><tr><td colspan="1">Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act.</td></tr><tr><td colspan="1">Based on the work we have performed, 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 Statements Act. We did not identify any material misstatement of the Management's review.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Management's responsibilities for the financial statements</td></tr><tr><td colspan="1">Management is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act and for the preparation of parent company financial statements that give a true and fair view in accordance with the Danish Financial Statements Act.</td></tr><tr><td colspan="1">Moreover, Management is responsible 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.</td></tr><tr><td colspan="1">In preparing the financial statements, Management is responsible for assessing the Group's and the Parent 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 Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Auditor's responsibilities for the audit of the financial statements</td></tr><tr><td colspan="1">Our objectives are to obtain reasonable assurance as to whether the financial statements 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 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.</td></tr><tr><td colspan="1">As part of an audit conducted in accordance with ISAs and additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also</td></tr><tr><td colspan="1">Identify and assess the risk 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.</td></tr><tr><td colspan="1">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 Parent Company's internal control.</td></tr><tr><td colspan="1">Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.</td></tr><tr><td colspan="1">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 Group's and the Parent 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 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 Parent Company to cease to continue as a going concern.</td></tr><tr><td colspan="1">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.</td></tr><tr><td colspan="1">Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.</td></tr><tr><td colspan="1">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.</td></tr></table> Copenhagen 2019-05-28 Sport Nordic Holding ApS Baltorpbakken 5 2750 Ballerup 34485607 2012-05-01 Copenhagen 2018-01-01 2018-12-31 2019-05-28 Dennis Kilian <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Management's review</td></tr></table> www.dvca.dk. <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Corporate governance</td></tr><tr><td colspan="1">By virtue of its ownership, Sport Nordic Holding is subject to "Guidelines for responsible ownership and good company management" defined by the Danish Venture Capital and Private Equity Association. The guidelines are available at DVCA's, website www.dvca.dk. It is Sport Nordic Holding's intention to fully comply with the guidelines where it is relevant for Sport Nordic Holding.</td></tr><tr><td colspan="1">The basis for the organisation of the management tasks is, among other things, the Danish Companies Act, the Danish Financial Statements Act, the articles of association of the Company as well as best practice from comparable companies. In addition, the Management of Sport Nordic Holding is continuously monitoring the development within corporate governance. In this way, Management ensures that the Group, internally as well as externally, is managed in a way that is in harmony with time and in accordance with applicable legislation in order to protect the interests of all stakeholders.</td></tr><tr><td colspan="1">The Board of Directors has agreed on updated rules of procedures for the Board of Directors. In addition, the Board of Directors has appointed an Audit Committee.</td></tr><tr><td colspan="1">The following board members are represented on the Audit Committee</td></tr><tr><td colspan="1">Jess Ørgaard Libak Tropp, Vice Chairman</td></tr><tr><td colspan="1">Michael Haaning, Board Member</td></tr><tr><td colspan="1">The Board of Directors consists of three members. One of the representatives has been appointed by the majority shareholder, and two of the representatives are independent. The Nordic Capital Fund VII is represented on the Board of Directors by Jess Ørgaard Libak Tropp.</td></tr><tr><td colspan="1">Four to six board meetings are held each year. The Board of Directors determines the strategy of the Group and is an active sounding board to the Group' Management. Two to three audit committee meetings are held each year.</td></tr><tr><td colspan="1">Internal controls over financial reporting</td></tr><tr><td colspan="1">Sport Nordic Holding's risk management and internal controls over financial reporting are focused on reducing the risk of material misstatements in the consolidated financial statements and parent company financial statements.</td></tr><tr><td colspan="1">Management evaluates essential risks and internal controls related to Sport Nordic Holding's financial reporting on an ongoing basis. The Group has established a central accounting function, which is responsible for managing the financial reporting process, as well as a controlling function, which is responsible for the detailed follow-up on the Group's shops.</td></tr><tr><td colspan="1">The Audit Committee oversees the financial reporting process, including the sufficiency and efficiency of the established internal controls, new financial reporting standards, accounting policies and essential accounting estimates and judgements on an ongoing basis.</td></tr><tr><td colspan="1">The Audit Committee reports to the Board of Directors.</td></tr></table> www.bsci-intl.org <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Corporate social responsibility</td></tr><tr><td colspan="1">The Group is active in sports retailing both through physical stores in Denmark and online in Denmark as well as other markets around the world. We are resellers of global brands like Nike, Adidas and Hummel, but we also develop our own private label products and have them produced by manufacturers in China and Hong Kong.</td></tr><tr><td colspan="1">We are crazy about sports, and we strive to get more people into sports. Therefore, we support more than 300 local sports clubs, the Danish Football Association and their football camps, a number of professional clubs as well as professional athletes. We also support the non-profit organization GAME Denmark, who works with street sports like street basket, street soccer, dance and parkour.</td></tr><tr><td colspan="1">Via "Julehjælpen" we also support families in need with Christmas gift cards to our SPORTMASTER stores.</td></tr><tr><td colspan="1">All the Group's employees are located in Denmark, and we have adopted the collective agreement between the Danish Chamber of Commerce and HK.</td></tr><tr><td colspan="1">The Group has adopted a CSR policy covering the following areas</td></tr><tr><td colspan="1">Anti-corruption and competition</td></tr><tr><td colspan="1">Labour standards and human rights</td></tr><tr><td colspan="1">Anti-corruption and competition</td></tr><tr><td colspan="1">The Group refuses to accept or retain business through bribery. Employees are not allowed directly or indirectly to offer, promise, grant or authorise the giving of money or anything of value to someone in order to unduly influence the recipient in the performance of professional duties or in order to obtain or retain an improper business advantage. Employees do not ask for or accept improper benefits from others for performance of their duties to the Group. Applicable anti-bribery laws are strictly followed.</td></tr><tr><td colspan="1">The Group and its employees follow applicable competition law. Employees do not engage in discussions with competitors regarding market allocation, information exchange, production and sales quotas.</td></tr><tr><td colspan="1">During 2018, we did not see any breaches of our policies. Further, we have developed our internal education programme so that these policies will be a part of our Talent and Leadership Academy.</td></tr><tr><td colspan="1">The risk of violation of the above rules is considered limited, as invoice controls and invoice payments are separated from the procurement process, even with a four-eye control before settlements are released. Further, the procurement process of private labels is separated in a two-layer management model and with spend and volume analyses carried out independently from the actual procurement.</td></tr><tr><td colspan="1">Labour standards and human rights</td></tr><tr><td colspan="1">The Group does not compromise on requirements set out in national law or international standards with regard to worker safety and human rights. The Group takes responsibility for all people participating in the conduct of its business. Those whose work contributes to the Group's business success are not deprived of their human rights or subject to mental or bodily harm in their labour. The Group understands that its business may have an impact on human rights issues, in particular in relation to people's working and living conditions.</td></tr><tr><td colspan="1">Manufacturers of the Group's private labels are required to adhere to the Group's Code of Conduct. We base our requirements mainly on internationally recognised standards such as the Universal Declaration of Human Rights, the UN Convention on the Rights of the Child, applicable International Labour Organisation ("ILO") Conventions and national legislation.</td></tr><tr><td colspan="1">The Group's Code of Conduct was updated in 2018, and we expect a minimum of 80% of the Group's private label production to be carried out by manufacturers who have accepted to comply with our Code of Conduct.</td></tr><tr><td colspan="1">Further, the factories are visited at least twice a year with in-house staff from the procurement function for review. The second largest main supplier is audited independently from us, as they carry the BSCI certificate (www.bsci-intl.org – for more information.) The largest private label producer is primarily used by the large international sports and outdoor labels, thus under the tight controls and conduct regulations of these. The SPORTMASTER brand is the only private label brand in the portfolio of the producer. The on-site visits during 2018 did not result in any observed breaches of our and BSCI's Codes of Conduct.</td></tr><tr><td colspan="1">In terms of risk, SNG has identified the risk of stress, burnout and high turnover in general among our employees. All employees have had a dedicated one–to-one session to discuss work climate, development, wishes for the future as well as performance of the employee and the manager.</td></tr><tr><td colspan="1">All employees that resigned during the year had an exit talk for Sport Nordic Holding to gain a deeper understanding on the reasons behind people leaving the Company.</td></tr><tr><td colspan="1">No employee satisfaction survey was carried out in 2018. It is scheduled to be carried out in 2019.</td></tr><tr><td colspan="1">Finally, a whistle-blower system was put into place in 2016. Nothing was reported in 2018.</td></tr><tr><td colspan="1">Environment and climate</td></tr><tr><td colspan="1">The Group has not yet developed a specific policy in this area because, as a retailer, we do not consider environment and climate areas where our efforts would have the greatest impact. Ideas from employees that reduce the environmental impact of the Group's activities are, however, supported and encouraged.</td></tr><tr><td colspan="1">One implemented employee initiative that has been put into operation in 2019 is to charge payment for large plastic bags to reduce the potential subsequent waste of the bags. Consequently, only 25% of the customers now request a bag compared to previous getting one by default.</td></tr></table> <table xmlns="http://www.w3.org/1999/xhtml" style="border-right: 0px; border-top: 0px; border-left: 0px; width: 650px; border-bottom: 0px; border-collapse: collapse" width="100%"><tr><td colspan="1">Policy concerning the underrepresented gender</td></tr><tr><td colspan="1">It is the policy of the Group always to appoint the best qualified candidates to managerial positions and at the same time support and enhance the qualifications of female leadership talents. In the management team at the head office, the share of women is 21%. The number of female leaders remained unchanged in 2018. The goal of 30 % before 2020 was not reached in 2018 due to a limited number of vacant positions and a lack of qualified female candidates. It was, however, decided in 2018 that a least one of the last three candidates for a vacant position must be of a different gender than the two others.</td></tr><tr><td colspan="1">A female CEO, Sofie Lindahl-Jessen, was found in the beginning of 2019 and joined on 1 April 2019. The target is still to increase the share of women to at least 30% by the end of 2020 through increased use of networks, etc. Further, a dedicated training and development programme has been put into place in 2019 to increase talent development of especially female employees.</td></tr><tr><td colspan="1">The Board of Directors consists of three members, all male. The number of board members was reduced during 2018 with focus on ensuring continuity. Thus, no position has been open on the Board to fulfil the target of female representation of no less than 30%. The goal is (still) to increase the share of women on the Board to at least 30% by the end of 2020.</td></tr></table> 1094291000 662175000 432116000 0 123596000 218961000 143969000 -27172000 1037000 34948000 -115493000 7173000 -122666000 0 -122666000 -122530000 -136000 143972000 40530000 61836000 45881000 107717000 1000 17174000 15745000 -875000 75674000 15744000 18219000 2251000 -36214000 3267000 36428000 106766000 -35000000 0 -38605000 855000 Årsrapport 30700228 EY Englandsgade 25 5000 Odense 2017-01-01 2017-12-31 Revisionspåtegning Sofie Sine Lindahl-Jessen Dennis Kilian Jack Friis Michael Christiansen Chairman Michael Haaning Jess Ørgaard Libak Tropp Ernst & Young Godkendt Revisionspartnerselskab 30700228 Henrik Kronborg Iversen State Authorised Public Accountant mne24687 Karsten Faurholt State Authorised Public Accountant mne41309 30700228 Ernst & Young Godkendt Revisionspartnerselskab 1146008000 649192000 496816000 500000 242676000 221512000 24967000 -11649000 491000 18896000 -21893000 -4358000 -17535000 0 -17535000 -17535000 0 24967000 13823000 21255000 42880000 64135000 1000 16950000 0 0 47186000 29618000 13222000 364000 -43204000 0 -4212000 0 0 -303000 -4515000 -533000 367805000 38016000 0 405821000 11549000 66156000 259684000 337389000 22570000 15286000 781066000 291840000 9864000 5288000 0 16377000 1523000 324892000 1105958000 16264000 1047000 418881000 434098000 296000 434394000 25264000 22082000 148026000 195372000 1456000 37980000 119001000 0 20614000 200241000 75951000 20949000 476192000 671564000 1105958000 367805000 18039000 18570000 404414000 11657000 54810000 0 66467000 20322000 23030000 514233000 286315000 9977000 6227000 304000 10233000 668000 313724000 827957000 16264000 1047000 381653000 396870000 0 396870000 17227000 144470000 0 161697000 4381000 1552000 0 3267000 26216000 154505000 70050000 9419000 269390000 431087000 827957000 668000 1201000