Årsrapport34209936Grant Thornton, Statsautoriseret RevisionspartnerselskabStockholmsgade, 452100, København Ø2020-01-012020-12-312021-01-012021-12-3132559735SoftwareCentral A/SKongevejen4182840Holte2009-09-09RudersdalGrant Thornton, Statsautoriseret RevisionspartnerselskabGrant Thornton, Statsautoriseret Revisionspartnerselskab3420993634209936Brian RasmussenKasper Sone Randrupstatsautoriseret revisorstatsautoriseret revisormne30153mne36175StockholmsgadeStockholmsgade454521002100København ØKøbenhavn ØDanmarkDanmark+45 33 110 220+45 33 110 220info@dk.gt.cominfo@dk.gt.com2022-06-29Benjamin KramarzRegnskabsklasse BRevisionspåtegningRevisorgruppen DanmarkkapitalejerneKøbenhavn2022-06-29Holte2022-06-29Grundlag for konklusionKonklusion216115152032995756558845089625159556311524033215290199284158027301514104834778903332562123248401180848601000000012324840180848636255362553625536255362553625514062858222125944670300455454481597518000026107779306337411914262978447884525040838478529452866633851478405000005000002188991595650750100000002238991520065075406896406896406896406896908258225321017910190242045641453347639633305701146169260676417145827118798712248985218042813228967481844970945286663385147841232484011808486363079134318468817110-1540057124772741-1602391294525211924643289-2123583330570219331221312719-24056700-268864100000000-1000000026886411312719-213680677625359946506-23450-47165190518047762535191426297844788-90825-82253527215747825683356602679374806739120565588450896257604068965000005000005000005000009565075775658912324840180848621889915956507510000000010000000001000000001000000015290199284347789033325624524468-136170504292642-1783521Today, the Board of Directors and the Managing Director have approved the annual report of SoftwareCentral A/S for the financial year 1 January - 31 December 2021. The annual report has been prepared in accordance with the Danish Financial Statements Act. We consider the chosen accounting policy to be appropriate, and in our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2021 and of the results of the Company's operations and cash flows for the financial year 1 January – 31 December 2021. Further, in our opinion, the Management's review gives a true and fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the Annual General Meeting. Andreas ThimBenjamin KramarzMichael VejlgårdClaus ThorsgaardJohnnie Helge Bloch JensenWe have audited the financial statements of SoftwareCentral A/S for the financial year 1 January - 31 December 2021, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity, statement of cash flows and notes, for the Company. The financial statements are prepared under 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 2021, and of the results of the Company's operations and cash flows for the financial year 1 January - 31 December 2021 in accordance with the Danish Financial Statements Act. Basis for Opinion 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’ 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 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 these financial statements. As part of an audit conducted in accordance with ISAs 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 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 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 financial statements, including the 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. Statement on Management’s Review Management is responsible for Management’s Review. Our opinion on the 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 financial statements, our responsibility is to read Management’s Review and, in doing so, consider whether 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 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 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 Management’s Review. The principal activities of the company Like previous years, the principal activities is to develop, sell and maintain software and other related acitivites. Development in activities and financial matters The gross profit for the year totals DKK 21.612.000 against DKK 20.330.000 last year. Income or loss from ordinary activities after tax totals DKK 12.325.000 against DKK 11.808.000 last year. During the fiscal year 2021, SoftwareCentral A/S has experienced a reasonable growth in customer intake and revenue. Additional sales staff has been hired and a major graphic and technical update of the products have been initiated. In addition, investments have been made in new partnerships in the Nordic countries and Germany. The company's management had an expectation of a result in line with the financial year 2021. Based on the current situation in the market the company’s management expects a reasonable growth. The number of employees has increased by 1 from 6 to 7 during 2021. The gender distribution is 33% woman and 67% men. The sickness absence rate is 1,32% in 2021 compared to 0,37% in 2020. Corporate Governance SoftwareCentral A/S is owned 100% by MS Group ApS, which is 100% by MS TopCo ApS. VIA Equity Fond II K/S is a majority owner (approx. 70%) of MS TopCo ApS (for additional information regarding VIA Equity go to www.viaequity.com). VIA Equity Fond II K/S is thus an indirect co-owner of SoftwareCentral A/S. Some management members and board members are also shareholders (approx. 20%) of MS TopCo ApS. MS TopCo ApS has during the year repurchased some of the shares from resigned employees as part of our strategy to keep ownership among active employees. The board consists of: Benjamin Kramarz (chairman); Managing Partner in VIA Eequity A/S; board member in: - MS TopCo ApS (chairman) - MS Group ApS (chairman) - Softwarecentral A/S (chairman) - Mansoft A/S (chairman) - Continia TopCO ApS (chairman) - Continia Software A/S (chairman) - Continia MidCo ApS (chairman) - C&B TopCo ApS (chairman) - C & B Systemer A/S (chairman) - Ainavda HoldCo AB - VIA Partners Top-Up II K/S - VIA Partners Top-Up III K/S - VIA Partners IV K/S - VIA Partners A K/S - Struct A/S - Flex HoldCo ApS - Flex MidCo ApS - ComplIT A/S (Chairman) - Support-IT Network A/S (chairman) - IT Forum Gruppen A/S (chairman) - ITF MidCo ApS (chairman) - ITF TopCo ApS (chairman) Benjamin Kramarz is also the managing director and 100% owner of Kramarz Holding ApS, as well as the managing director of VIA Equity ApS, VIA Equity GP ApS, and VIA VPF GP ApS. Johnnie Helge Bloch Jensen; board member in: - Softwarecentral A/S - MS TopCo ApS - MS Group ApS - Mansoft A/S - Foreningen Hangar 2 - Delgrundejerforeningen Erhverv Johnnie Helge Bloch Jensen is also the managing director of: - Jensen Consulting ApS - Jensen Estate ApS - Corporate Capital ApS - Hangar 2 ApS - Copenhagen Technologies ApS Claus Thorsgaard; board member in: - Softwarecentral A/S - MS TopCo ApS - MS Group ApS - Mansoft A/S - Targit A/S (chairman) Claus Thorsgaard is also the managing director of: - Luxion ApS - Luxion Inc. - Strandbakke ApS Michael Vejlgård; board member in: - Softwarecentral A/S Michael Vejlgård is also the managing director of: - MS TopCo ApS - MS Group ApS - Mansoft A/S - MV Mentor ApS Benjamin Kramarz has been appointed to the board by VIA Equity Fond II K/S. Johnnie Helge Bloch Jensen and Claus Thorsgaard have been appointed to the board by the General Assembly. Risk Assessment and Risk Management The Board of Directors and the Executive Board determine and approve overall policies, procedures and controls of important areas in the day-to-day operation of the company. The foundation for this is a clear organizational structure, clear guidelines, authorization and certification procedures and separation of persons. The Board of Directors and the Executive Board regularly (at least annually) assess significant risks and internal controls in connection with the company's activities. On this basis, ongoing actions are evaluated and adopted to eliminate and/or reduce risks, including business and financial risks. As part of the risk assessment, the Board of Directors and the Executive Board annually assess the risk of fraud and the measures taken to reduce and/or eliminate these risks. Business and Financial Risks The most important business risks include the ability to be strongly positioned in the markets the company operates in. It is important for the company to be at the forefront of technological development to maintain the company's market shares. SoftwareCentral is exposed to several financial risks, including market risks (currency and interest rate risks) as well as liquidity and financing risks. SoftwareCentral has a fiscal policy that sets the overall framework for financial risk management. It is the company's policy not to engage in speculation of financial risks. The company's financial policy focuses only on the management and reduction of the financial risks that are a direct consequence of the company’s operations, investments and financing. Environment The company and the management focus on a good working environment. The company focuses as far as possible on improving the general environment. The annual report for SoftwareCentral A/S has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class B enterprises. Furthermore, the company has decided to comply with certain rules applying to reporting class C enterprises. The accounting policies are unchanged from last year, and the annual report is presented in DKK. Recognition and measurement in general Income is recognised in the income statement concurrently with its realisation, including the recognition of value adjustments of financial assets and liabilities. Likewise, all costs are recognised in the income statement, including depreciations amortisations, writedowns for impairment, provisions, and reversals due to changes in estimated amounts previously recognised in the income statement. Assets are recognised in the statement of financial position when it seems probable that future economic benefits will flow to the company and the value of the asset can be reliably measured. Liabilities are recognised in the statement of financial position when it is seems probable that future economic benefits will flow out of the company and the value of the liability can be reliably measured. Assets and liabilities are measured at cost at the initial recognition. Hereafter, assets and liabilities are measured as described below for each individual accounting item. Upon recognition and measurement, allowances are made for such predictable losses and risks which may arise prior to the presentation of the annual report and concern matters that exist on the reporting date. Foreign currency translation Transactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction. Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognised in the profit and loss account as an item under net financials. If currency positions are considered to hedge future cash flows, the value adjustments are recognised directly in equity in a fair value reserve. Receivables, payables, and other foreign currency monetary items are translated using the closing rate. The difference between the closing rate and the rate at the time of the occurrence or initial recognition in the latest financial statements of the receivable or payable is recognised in the income statement under financial income and expenses. Gross profit Gross profit comprises the revenue, other operating income, and external costs. The enterprise will be applying IAS 18 as its basis of interpretation for the recognition of revenue. Revenue comprises the value of services provided during the year, including outlay for customers less VAT and price concessions directly associated with the sale. Revenue is recognised in the income statement on the completion of sales. This is generally considered to be the case when: The service has been provided before the end of the financial year A binding sales agreement exists The sales price has been determined Payment has been received, or is anticipated with a reasonable degree of certainty. This ensures that recognition does not take place until the total income and costs and stage of completion at the reporting date can be reliably validated and it seems probable that the economic benefits, including payments, will flow to the enterprise. Cost of sales comprises costs concerning purchase of raw materials and consumables less discounts. Other external expenses comprise expenses incurred for distribution, sales, advertising, administration, premises, loss on receivables, and operational leasing costs. Staff costs Staff costs include salaries and wages, including holiday allowances, pensions, and other social security costs, etc., for staff members. Staff costs are less government reimbursements. Financial income and expenses Financial income and expenses are recognised in the income statement with the amounts concerning the financial year. Financial income and expenses comprise interest income and expenses, financial expenses from financial leasing, realised and unrealised capital gains and losses relating to securities, debt and transactions in foreign currency, amortisation of financial assets and liabilities as well as surcharges and reimbursements under the advance tax scheme, etc. Tax on net profit or loss for the year Tax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity. The company is subject to Danish rules on compulsory joint taxation of Danish group enterprises. The current Danish income tax is allocated among the jointly taxed companies proportional to their respective taxable income (full allocation with reimbursement of tax losses). Leases Leases are regarded as operating leases. Payments in connection with operating leases and other lease agreements are recognised in the income statement for the term of the contract. The company's total liabilities concerning operating leases and lease agreements are recognised under contingencies, etc. Deposits Deposits are measured at amortised cost and represent lease deposits, etc. Receivables Receivables are measured at amortised cost, which usually corresponds to nominal value. In order to meet expected losses, impairment takes place at the net realisable value. The company has chosen to use IAS 39 as a basis for interpretation when recognising impairment of financial assets, which means that impairments must be made to offset losses where an objective indication is deemed to have occurred that an account receivable or a portfolio of accounts receivable is impaired. If an objective indication shows that an individual account receivable has been impaired, an impairment takes place at individual level. Accounts receivable for which there is no objective indication of impairment at the individual level are evaluated at portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors' domicile and credit rating in accordance with the company's and the group's credit risk management policy. Determination of the objective indicators applied for portfolios are based on experience with historical losses. Impairment losses are calculated as the difference between the carrying amount of accounts receivable and the present value of the expected cash flows, including the realisable value of any securities received. The effective interest rate for the individual account receivable or portfolio is used as the discount rate. Prepayments Prepayments recognised under assets comprise incurred costs concerning the following financial year. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand. EquityDividend Dividend expected to be distributed for the year is recognised as a separate item under equity. Income tax and deferred tax Current tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. The company is jointly taxed with consolidated Danish companies. The current corporate income tax is distributed between the jointly taxed companies in proportion to their taxable income and with full distribution with reimbursement as to tax losses. The jointly taxed companies are comprised by the Danish tax prepayment scheme. Joint taxation contributions payable and receivable are recognised in the statement of financial position as ”Income tax receivable” or “Income tax payable”. According to the rules of joint taxation, SoftwareCentral A/S is unlimitedly, jointly, and severally liable to pay the Danish tax authorities the total income tax, including withholding tax on interest, royalties, and dividends, arising from the jointly taxed group of companies. Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Adjustments take place in relation to deferred tax concerning elimination of unrealised intercompany gains and losses. Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognised in the income statement, except for items included directly in the equity. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value. Liabilities other than provisions Other liabilities concerning payables to suppliers, group enterprises, and other payables are measured at amortised cost which usually corresponds to the nominal value. Deferred income Payments received concerning future income are recognised under deferred income. The cash flow statement shows the cash flows for the year, divided in cash flows deriving from operating activities, investment activities and financing activities, respectively, the changes in the liabilities, and cash and cash equivalents at the beginning and the end of the year, respectively. The effect on cash flows derived from the acquisition and sale of enterprises appears separately under cash flows from investment activities. In the statement of cash flows, cash flows derived from acquirees are recognised as of the date of acquisition, and cash flows derived from sold enterprises are recognised until the date of sale. Cash flows from operating activities Cash flows from operating activities are calculated as the company's share of the profit adjusted for non-cash operating items, changes in the working capital, and corporate income tax paid. Dividend income from equity investments are recognised under “Interest income and dividend received”. Cash flows from investment activities Cash flows from investment activities comprise payments in connection with the acquisition and sale of enterprises and activities as well as the acquisition and sale of intangible assets, property, plant, and equipment, and investments, respectively. Cash flows from financing activities Cash flows from financing activities include changes in the size or the composition of the company's share capital and costs attached to it, as well as raising loans, repayments of interest-bearing payables and payment of dividend to shareholders. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand with deduction of short-term bank debts and short-term securities with a maturity less than 3 months that are readily convertible into cash and which are subject to an insignificant risk of changes in value. 4. Contingencies Contingent liabilities DKK in thousands Lease liabilities 154 Total contingent liabilities 154 Joint taxation With MS TopCo ApS, company reg. no 37553778 as administration company, the company is subject to the Danish scheme of joint taxation and unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, for the total corporation tax. The company is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, for any obligations to withhold tax on interest, royalties, and dividends. The jointly taxed enterprises' total known net liability to the Danish tax authorities emerges from the financial statements of the administration company. Any subsequent adjustments of corporate taxes or withholding tax, etc., may result in changes in the company's liabilities. 5. Related parties Controlling interest MS Group ApS, Kongevejen 418, 2840 Holte Majority shareholder Consolidated financial statements The company is included in the consolidated financial statements of MS TopCo ApS, Kongevejen 418, 2840 Holte. 325597352021-01-012021-12-31325597352020-01-012020-12-31325597352020-12-31325597352021-12-31325597352021-01-012021-12-311325597352021-01-012021-12-312325597352021-01-012021-12-313325597352021-01-012021-12-314325597352021-01-012021-12-311325597352021-01-012021-12-311325597352021-01-012021-12-312325597352021-01-012021-12-31e:ProposedDividendRecognisedInEquityMember325597352020-01-012020-12-31e:ProposedDividendRecognisedInEquityMember325597352021-01-012021-12-31e:RetainedEarningsMember325597352020-01-012020-12-31e:RetainedEarningsMember325597352021-01-01e:ContributedCapitalMember325597352021-12-31e:ContributedCapitalMember325597352021-01-01e:RetainedEarningsMember325597352021-01-012021-12-31e:RetainedEarningsMember325597352021-12-31e:RetainedEarningsMember325597352021-01-01e:ProposedDividendRecognisedInEquityMember325597352021-01-012021-12-31e:ProposedDividendRecognisedInEquityMember325597352021-12-31e:ProposedDividendRecognisedInEquityMember325597352021-12-31e:OtherLongtermPayablesMember325597352021-01-01325597352020-01-01325597352020-01-01e:ContributedCapitalMember325597352020-12-31e:ContributedCapitalMember325597352020-01-01e:RetainedEarningsMember325597352020-01-012020-12-31e:RetainedEarningsMember325597352020-12-31e:RetainedEarningsMember325597352020-01-01e:ProposedDividendRecognisedInEquityMember325597352020-01-012020-12-31e:ProposedDividendRecognisedInEquityMember325597352020-12-31e:ProposedDividendRecognisedInEquityMemberiso4217:DKKxbrli:pure