Årsrapport Karsten Lorentsen 2018-08-21 Revisionspåtegning Regnskabsklasse B Beierholm Voergaardvej 2 9200 Aalborg SV 2016-07-01 2017-06-30 2017-07-01 2018-06-30 36198397 ProLøn Holding ApS Tronholmen 3 8960 Randers SØ Randers Beierholm 32895468 Smedevej 1 B 9500 Hobro Danmark true Randers 2018-08-21 Finn Conradsen Lars Monrad-Gylling Chairman Gert Davidsen Niels Garde Toft Christian Brøndum Hobro 2018-08-21 Kenneth Jensen State Authorized Public Accountant mne8156 33275000 23795000 EBITDA 25041 23720 22587 16958 22117000 16621000 EBIT 13010 9791 5993000 3703000 189050000 196481000 95539000 89546000 38838813 35819610 -25147 -29499 13798178 12100046 483139 400000 720028 1039505 0 0 9107375 9107375 0 0 15213232 13572684 -508286 -429499 0 0 23000000 27500000 397834 396099 0 0 3519452 3241093 3493046 3208214 12091614 10727690 18998668 23862287 4667427 4379045 -880294 -789894 7424187 6348645 19878962 24652181 0 50000000 0 50000000 7424187 -43651355 19878962 -25347819 7194751 807735 0 0 148355082 157102219 0 0 46501 2951475 0 0 155596334 160861429 0 0 95475 80432 0 0 303838 539814 0 0 399313 620246 0 0 0 0 182851800 182851800 0 6500000 0 0 6500000 0 0 0 6500000 6500000 182851800 182851800 162495647 167981675 182851800 182851800 191242 70467 0 0 0 0 2000000 0 0 0 43879 359819 0 0 1156524 341366 60 1297 0 0 16178 13861 0 0 207480 85625 3200403 701185 3315265 6415383 0 0 3522745 6501008 3200403 701185 166018392 174482683 186052203 183552985 100000 100000 100000 100000 59219248 51795061 87958375 68079413 59319248 51895061 88058375 68179413 1572006 521446 0 0 1572006 521446 0 0 85000000 100500000 85000000 100500000 0 7851800 0 7851800 7851800 0 7851800 0 92851800 108351800 92851800 108351800 1000000 4500000 1000000 4500000 3602284 1987318 3602284 1987318 746720 310050 129454 17000 0 744825 0 117454 3656577 2054791 0 0 3269757 4117392 410290 400000 12275338 13714376 5142028 7021772 105127138 122066176 97993828 115373572 166018392 174482683 186052203 183552985 25 22 0 0 0 387999 0 0 397834 8100 0 0 397834 396099 0 0 3510943 2765861 3493046 2737106 8509 4124 0 0 2519105 191250 182147500 2951476 6800000 0 387949 46500 0 0 0 -2951475 9319105 191250 182535449 46501 -1711370 -191250 -25045281 0 -412984 0 -9135086 0 -2124354 -191250 -34180367 0 35000000 86000000 105000000 0 0 7851800 7851800 0 We have on this day presented the annual report for the financial year 01.07.17 - 30.06.18 for ProLøn Holding ApS. The annual report is presented in accordance with Danish Financial Statements Act. In our opinion, the consolidated financial statements and financial statements give a true and fair view of the group's and the parent's assets, liabilities and financial position as at 30.06.18 and of the results of the group’s and parent’s activities for the financial year 01.07.17 - 30.06.18. We believe that the management's review includes a fair review of the matters dealt with in the management's review. The annual report is submitted for adoption by the general meeting. To the capital owners of ProLøn Holding ApS We have audited the consolidated financial statements and parent company financial statements of ProLøn Holding ApS for the financial year 01.07.17 - 30.06.18, which comprise the income statement, balance sheet, statement of changes in equity and notes, inclusive of accounting policies for the group as well as for the parent company. The consolidated financial statements and parent company financial statements are prepared in accordance with Danish Financial Statements Act In our opinion the consolidated financial statements and parent company financial statements give a true and fair view of the group's and the parent company's assets, liabilities and financial position at 30.06.18 and of the results of the group's and the parent company's operations for the financial year 01.07.17 - 30.06.18 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing 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 consolidated financial statements and parent company 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 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 management’s review. Our opinion on the consolidated financial statements and parent company financial statements does not cover management’s review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements and parent company financial statements, our responsibility is to read management’s review and, in doing so, consider whether management’s review is materially inconsistent with the consolidated financial statements or parent company financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether management’s review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that management’s review is in accordance with the consolidated financial statements and parent company financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Acts. We did not identify any material misstatement of management’s review. The Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with the Danish Financial Statements Act. Furthermore the Management is responsible for the internal control as the Management determines is necessary to enable the preparation of consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements and parent company 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 consolidated financial statements and parent company 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 consolidated financial statements and parent company 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 International Standards on Auditing 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 company financial statements. As part of an audit conducted in accordance with International Standards on Auditing and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements and parent company 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 consolidated financial statements and parent company 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 consolidated financial statements and parent company 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 company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the consolidated financial statements and parent company financial statements, including the disclosures, and whether the consolidated financial statements and parent company financial statements represent the underlying transactions and events in a manner that gives a true and fair view. Obtain sufficient 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 per-formance of the group audit. We remain solely responsible for our audit opinion. 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. Primary activities The company's activities is the supply of the services in connection with the settlement of the payroll functions for Danish companies and organizations Development in activities and financial affairs The income statement for the period 01.07.17 - 30.06.18 shows a profit/loss of DKK 7,424,187 against DKK 6,348,645 for the period 01.07.16 - 30.06.17. The balance sheet shows equity of DKK 59,319,248. Subsequent events No important events have occurred after the end of the financial year. Figures in DKK Share capital Retained earnings Group: Statement of changes in equity for 01.07.17 - 30.06.18 Balance pr. 01.07.17 100.000 51.795.061 Net profit/loss for the year 0 7.424.187 Balance as at 30.06.18 100.000 59.219.248 Parent: Statement of changes in equity for 01.07.17 - 30.06.18 Balance pr. 01.07.17 100.000 68.079.413 Net profit/loss for the year 0 19.878.962 Balance as at 30.06.18 100.000 87.958.375 Group: Lease commitments The enterprise has concluded lease agreements with terms to maturity of 22 months and average lease payments of DKK 8k, a total of DKK 175k. Other contingent liabilities The company has concluded office facility agreement. The agreement is terminated until 30.09.2019 and have an annual output of DKK 1.345k. Parent: Recourse guarantee commitments The company has provided a guarantee for group enterprises' debt to credit institutions. The guarantee is maximised at DKK 2.000k. The group enterprises' debt to the credit institutions concerned amounts to DKK 0k at the balance sheet date. Other contingent liabilities The company is taxed jointly with the other Danish companies in the group and has joint, several and unlimited liability for income taxes and any obligations to withhold tax at source on interest, royalties and dividends for the jointly taxed companies. The liability also includes any subsequent corrections to the calculated tax liability as a consequence of changes made to the jointly taxable income etc. Group: The enterprise has not provided any other security over assets. Parent: The company`s equity investments in a subsidary have been provided as security for debt to credit institutions. The security provided does not include the voting rights. The carrying amount of the assets provided as security totals DKK 182.852k. Controlling influence: Basis of influence MIE4 Holding 6 ApS, København Equity interest The annual report is presented in accordance with the provisions of the Danish Financial Statements Act for groups and enterprises in reporting class B with application of provisions for a higher reporting class. Income is recognised in the income statement as earned, including value adjustments of financial assets and liabilities. All expenses, including depreciation, amortisation, impairment losses and write-downs, are also recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the company, and the value of such assets can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow from the company, and the value of such liabilities can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described for each item below. On recognition and measurement, account is taken of foreseeable losses and risks arising before the date at which the annual report is presented and proving or disproving matters arising on or before the balance sheet date. The consolidated financial statements comprise the parent and its subsidiaries in which the parent directly or indirectly holds more than 50% of the voting rights or by way of agreements exercises control. Enterprises in which the group holds equity investments, between 20% and 50% of the voting rights and in which it has significant interest but not control, are considered associates. All financial statements used for consolidation are prepared in accordance with the accounting policies of the group. The consolidated financial statements consolidate the financial statements of the parent and its subsidiaries by adding together items of a uniform nature, eliminating intercompany income and expenditure, equity investments, intercompany balances and dividends as well as gains and losses resulting from transactions between the consolidated enterprises to the extent that the underlying assets and liabilities are not realised. Lease payments relating to operating leases are recognised in the income statement on a straight-line basis over the lease term. Gross result comprises revenue and other external expenses. Income from the delivery of services is recognised as delivery takes place, which means that revenue corresponds to the selling price of the work performed for the year stated on the basis of the stage of completion at the balance sheet date (percentage of completion method). Other external expenses comprise costs relating to distribution, sales and advertising and administration, premises and bad debts to the extent that these do not exceed normal write-downs. Staff costs comprise wages and salaries as well as other staff-related costs. The depreciation and amortisation of intangible assets and property, plant and equipment aim at systematic depreciation and amortisation over the expected useful lives of the assets. Assets are depreciated and amortised according to the straight-line method based on the following expected useful lives and residual values: Useful lives, years Residual value, per cent Completed development projects 1-5 0-30 Group internal goodwill 20 0 Other goodwills 7 0 Leasehold improvements 10 0 Other plant, fixtures and fittings, tools and equipment 3-6 0-30 Goodwill is amortised over 20 years. The useful life has been determined in consideration of the expected future net earnings of the enterprise or activity to which the goodwill relates. The basis of depreciation and amortisation is the cost of the asset less the expected residual value at the end of the useful life. Moreover, the basis of depreciation and amortisation is reduced by any impairment losses. The useful life and residual value are determined when the asset is ready for use and reassessed annually. Intangible assets and property, plant and equipment are impaired in accordance with the accounting policies referred to in the ‘Impairment losses on fixed assets’ section. Interest income and interest expenses etc. are recognised in other net financials. The current and deferred tax for the year is recognised in the income statement as tax on the profit/loss for the year with the portion attributable to the profit/loss for the year, and directly in equity with the portion attributable to amounts recognised directly in equity. The company is jointly taxed with Danish consolidated enterprises. In connection with the settlement of joint taxation contributions, the current Danish income tax is allocated between the jointly taxed enterprises in proportion to their taxable incomes. This means that enterprises with a tax loss receive joint taxation contributions from enterprises which have been able to use this loss to reduce their own taxable profit. Completed development projects and development projects in progress Development projects are recognised in the balance sheet where the project aims at developing a specific product or a specific process, intended to be produced or used, respectively, by the company in its production process. On initial recognition, development projects are measured at cost. Cost comprises the purchase price plus expenses resulting directly from the purchase, including wages and salaries directly attributable to the development projects until the asset is ready for use. Interest on loans arranged to finance development projects in the development period is not included in the cost. Other development projects and development costs are recognised in the income statement in the year in which they are incurred. Development projects in progress are transferred to completed development projects when the asset is ready for use. Development projects are subsequently measured in the balance sheet at cost less accumulated amortisation and impairment losses. Completed development projects are amortised using the straight-line method based on useful lives, which are stated in the ‘Depreciation, amortisation and impairment losses’ section. Acquired rights Aquired rights are measured in the balance sheet at cost less accumulated amortisation and impairment losses. Acquired rights are amortised using the straight-line method based on useful lives, which are stated in the ‘Depreciation, amortisation and impairment losses’ section. Goodwill Goodwill is measured in the balance sheet at cost less accumulated amortisation and impairment losses. Goodwill is amortised using the straight-line method based on useful lives, which are stated in the ‘Depreciation, amortisation and impairment losses’ section. Gains and losses on the disposal of intangible assets Gains and losses on the disposal of intangible assets are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal. Property, plant and equipment comprise leasehold improvements as well as other fixtures and fittings, tools and equipment Property, plant and equipment are measured in the balance sheet at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and expenses resulting directly from the purchase until the asset is ready for use. Interest on loans arranged to finance production is not included in the cost. Property, plant and equipment are depreciated using the straight-line method based on useful lives and residual values, which are stated in the ‘Depreciation, amortisation and impairment losses’ section. Gains and losses on the disposal of property, plant and equipment are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal less any costs of disposal. Equity investments in subsidiaries are measured in the balance sheet of the parent at cost less any impairment losses. The carrying amount of fixed assets which are not measured at fair value is assessed annually for indications of impairment over and above what is reflected in depreciation/amortisation. If the company's realised return on an asset or a group of assets is lower than expected, this is considered an indication of impairment. If there are indications of impairment, an impairment test is conducted of individual assets or groups of assets. If dividends are distributed on equity investments in subsidiaries exceeding the year earnings from the enterprise in question, this is considered an indication of impairment. The assets or groups of assets are impaired to the lower of recoverable amount and carrying amount. The higher of net selling price and value in use is used as the recoverable amount. The value in use is determined as the present value of expected net cash flows from the use of the asset or group of assets as well as expected net cash flows from the sale of the asset or group of assets after the expiry of their useful lives. Impairment losses are reversed when the reasons for the impairment no longer exist. Impairment losses on goodwill are not reversed. Receivables are measured at amortised cost, which usually corresponds to the nominal value, less write-downs for bad debts. Write-downs for bad debts are determined based on an individual assessment of each receivable if there is no objective evidence of individual impairment of a receivable. Prepayments recognised under assets comprise costs incurred in respect of subsequent financial years. Cash includes deposits in bank accounts as well as operating cash. Current tax payable and receivable is recognised in the balance sheet as tax computed on the basis of the taxable income for the year, adjusted for tax paid on account. Joint taxation contributions payable and receivable are recognised as income tax under receivables or payables in the balance sheet. Deferred tax liabilities and tax assets are recognised on the basis of all temporary differences between the carrying amounts and tax bases of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is non-amortisable for tax purposes and other items where temporary differences, except for acquisitions, have arisen at the date of acquisition without affecting the net profit or loss for the year or the taxable income. In cases where the tax value can be determined according to different taxation rules, deferred tax is measured on the basis of management’s intended use of the asset or settlement of the liability. Deferred tax assets are recognised, following an assessment, at the expected realisable value through offsetting against deferred tax liabilities or elimination in tax on future earnings. Deferred tax is measured on the basis of the tax rules and at the tax rates which, according to the legislation in force at the balance sheet date, will be applicable when the deferred tax is expected to crystallise as current tax. Long-term payables are measured at cost at the time of contracting such liabilities (raising of the loan). The payables are subsequently measured at amortised cost where capital losses and loan expenses are recognised in the income statement as a financial expense over the term of the payable on the basis of the calculated effective interest rate in force at the time of contracting the liability. 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