xbrli:pureiso4217:DKK421506062023-01-012023-12-31cmn:ConsolidatedMember421506062023-01-012023-12-311cmn:ConsolidatedMember421506062023-01-012023-12-31fsa:LiquidationAccountMembercmn:ConsolidatedMember421506062023-01-012023-12-311cmn:ConsolidatedMember421506062023-01-012023-12-311421506062023-01-012023-12-312421506062023-01-012023-12-313421506062023-01-012023-12-314421506062023-01-012023-12-315421506062023-01-012023-12-31421506062023-12-31421506062022-12-31421506062023-01-012023-12-31421506062022-01-012022-12-31cmn:ConsolidatedMember421506062022-01-012022-12-31421506062023-01-012023-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember421506062023-01-012023-12-31fsa:ReserveForCurrentValueOfHedgingMembercmn:ConsolidatedMember421506062023-01-012023-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember421506062023-01-012023-12-31fsa:ReserveForNetRevaluationAccordingToEquityMethodMember421506062023-01-012023-12-31fsa:RetainedEarningsMember421506062023-12-31cmn:ConsolidatedMember421506062022-12-31cmn:ConsolidatedMember421506062023-01-01cmn:ConsolidatedMember421506062022-01-01cmn:ConsolidatedMember421506062023-01-01fsa:ContributedCapitalMembercmn:ConsolidatedMember421506062023-01-01fsa:SharePremiumMembercmn:ConsolidatedMember421506062023-01-01fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember421506062023-01-01fsa:ReserveForCurrentValueOfHedgingMembercmn:ConsolidatedMember421506062023-01-01fsa:RetainedEarningsMembercmn:ConsolidatedMember421506062023-12-31fsa:ContributedCapitalMembercmn:ConsolidatedMember421506062023-12-31fsa:SharePremiumMembercmn:ConsolidatedMember421506062023-12-31fsa:ReserveForCurrentValueAdjustmentsOfCurrencyGainsMembercmn:ConsolidatedMember421506062023-12-31fsa:ReserveForCurrentValueOfHedgingMembercmn:ConsolidatedMember421506062023-12-31fsa:RetainedEarningsMembercmn:ConsolidatedMember421506062023-01-01fsa:ContributedCapitalMember421506062023-01-01fsa:SharePremiumMember421506062023-01-01fsa:ReserveForNetRevaluationAccordingToEquityMethodMember421506062023-01-01fsa:RetainedEarningsMember421506062023-01-01421506062023-12-31fsa:ContributedCapitalMember421506062023-12-31fsa:SharePremiumMember421506062023-12-31fsa:ReserveForNetRevaluationAccordingToEquityMethodMember421506062023-12-31fsa:RetainedEarningsMember421506062023-01-012023-12-31fsa:ContributedCapitalMembercmn:ConsolidatedMember421506062023-01-012023-12-31fsa:SharePremiumMembercmn:ConsolidatedMember421506062023-01-012023-12-31fsa:ContributedCapitalMember421506062023-01-012023-12-31fsa:SharePremiumMember421506062023-01-012023-12-31fsa:ShorttermDeferredIncomeMembercmn:ConsolidatedMemberGrundlag for konklusionKonklusion2024-05-292024-05-2933963556Deloitte Statsautoriseret RevisionspartnerselskabRevisionspåtegningRegnskabsklasse C, stor virksomhed2022-12-312022-01-0133963556Weidekampsgade 6Deloitte Statsautoriseret Revisionspartnerselskab2300 København S2023-12-312023-01-01FCP HoldCo ApS42150606ÅrsrapportAalborg900026, 4. salØstre HavnepromenadeAalborgAalborg9000 9Fuglevænget0The Board of Directors and the Executive Board have today considered and approved the annual report of FCP HoldCo ApS for the financial year 01.01.2023 - 31.12.2023.The annual report is presented in accordance with the Danish Financial Statements Act.In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2023 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2023 - 31.12.2023.We believe that the management commentary contains a fair review of the affairs and conditions referred to therein.We recommend the annual report for adoption at the Annual General Meeting.AalborgClaus Ulrik RavnsboClaus Juel JensenPer Olof Martin FranklingEsko Mikael AroAndréa Ellinor Persdotter NilssonIvar VillaTo the shareholders of FCP HoldCo ApSWe have audited the consolidated financial statements and the parent financial statements of FCP HoldCo ApS for the financial year 01.01.2023 - 31.12.2023, which comprise the income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies, for the Group as well as the Parent, and the consolidated cash flow statement. The consolidated financial statements and the parent financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2023 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2023 - 31.12.2023 in accordance with the Danish Financial Statements Act.We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor’s responsibilities for the audit of the consolidated financial statements and the parent financial statements" section of this auditor’s report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Management is responsible for the preparation of consolidated financial statements and parent financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements and parent financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements and the parent financial statements, Management is responsible for assessing the Group's and the Entity’s ability to continue as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going concern basis of accounting in preparing the consolidated financial statements and the parent financial statements unless Management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and parent financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements and the parent financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Entity’s internal control. 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 the parent financial statements, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements and the parent financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and the Entity to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the disclosures in the notes, and whether the consolidated financial statements and the parent financial statements represent the underlying transactions and events in a manner that gives a true and fair view. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.Management is responsible for the management commentary. Our opinion on the consolidated financial statements and the parent financial statements does not cover the management commentary, and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements and the parent financial statements, our responsibility is to read the management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the consolidated financial statements and the parent financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the management commentary provides the information required by relevant law and regulations. Based on the work we have performed, we conclude that the management commentary is in accordance with the consolidated financial statements and the parent financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary.AalborgLars Birner Sørensenmne11671State Authorised Public AccountantFinancial highlights2023 DKK'0002022 DKK'0002021 DKK'000Key figuresRevenue3,007,3092,739,9441,178,375Gross profit/loss253,119218,66765,182Operating profit/loss6,198(17,409)(40,511)Net financials(61,255)(45,012)(9,483)Profit/loss for the year(84,368)(77,277)(60,563)Balance sheet total1,403,2091,447,5381,314,327Investments in property, plant and equipment4,0294,77614,942Equity108,677188,755155,435Cash flows from operating activities50,595(20,394)48,845Cash flows from investing activities(38,677)(142,150)(962,071)Cash flows from financing activities(19,585)176,221999,837RatiosGross margin (%)8.427.985.53Net margin (%)(2.81)(2.82)(5.14)Equity ratio (%)7.7413.0411.83Financial highlights are defined and calculated in accordance with the current version of "Recommendations & Ratios" issued by the CFA Society Denmark.Gross margin (%) :Gross profit/loss * 100 RevenueNet margin (%) : Profit/loss for the year * 100 RevenueEquity ratio (%) :Equity * 100 Balance sheet totalPrimary activitiesThe primary activity of the Group is Geia Food (and subsidiaries). Geia Food is a strong business partner with extensive expertise within a wide range of product categories – from frozen and chilled foods to groceries and beverages. We are the value-adding link between suppliers and customers, developing food concepts for the Nordics through unique competences and a long track record as a trusted partner. We create value for our customers by boosting product innovation, reducing operating complexity and increasing category proﬁtability. Our best-in-class supplier network beneﬁt from a one-point-of-access to all the Nordic markets, an eﬀective sales platform, deep customer insight and a cost-eﬃcient logistics and quality assurance platform. Development in activities and financesThe Group generated a net loss of 84,368 t.DKK in the ﬁnancial year. The loss for the period is in line with the expectations of the Board of Directors.Profit/loss for the year in relation to expected developmentsThe expected proﬁt before tax of 60-80 m.DKK, excluding amortization of intangible assets, stated in the 2022 annual report outlook was achieved despite an increase in the overall interest levels.Uncertainty relating to recognition and measurementThere are no uncertainties related to recognition and measurement.Unusual circumstances affecting recognition and measurementThere have been no unusual circumstances aﬀecting recognition and measurement.OutlookThe Group expects continued good performance in the financial year 2024 as sales development in Denmark and foreign markets continues to be positive, resulting in a proﬁt before tax in the range of 75-100 m.DKK, excluding amortization of intangible assets in 2024. Use of financial instrumentsBusiness risks The Group’s most signiﬁcant business risk relates to the quality and food safety of the products distributed. Financial risks Because of its operations, investments and ﬁnancing, The Group is exposed to changes in the level of interest and exchange rates. The Group pursues a ﬁscal policy operating with a low risk proﬁle so that currency risks, interest risks and credit risks only arise based on commercial matters. Currency risks Where possible, The Group’s currency exposure is hedged through matching of payments received and made in the same currency and by using forward exchange contracts. It is company policy to hedge the most important commercial currency risks on 3-9 months basis. The Group does not enter into speculative currency contracts. At the end of the ﬁnancial year 2023, the notional value of The Group’s forward exchange contracts for meeting future currency risks amounted to negative 5,617 t.DKK. Forward exchange contracts consist of hedging of activities in EUR, USD, NOK and SEK with a term up to 24 months. Research and development activitiesThe Group incurred costs of 6.080 t.DKK in connection with the development of a new ERP-system during the year.Foreign branchesThe Group is represented in Sweden through the subsidiaries Geia Food AB and Geia Food Holding AB, in Norway through the subsidiaries Geia Food Norge AS and Geia Food AS and in Finland through the subsidiaries Geia Food OY, TopFoods Finland OY and TFR TopFoods Retailing OY.Statutory report on corporate social responsibilityThe 2023 sustainability report contains The Group’s policies regarding ESG, animal welfare and environmental performance. https://www.geiafood.com/wp-content/uploads/2024/05/GeiaFood_CSR_Aarsrapport_2024.pdf Statutory report on the underrepresented gender20232022Supreme management bodyTotal number of members56Underrepresented gender (%)20.0033.33Target figures (%)40.0033.33Year of expected achievement of target figures20262021The Group recognizes the importance of a diverse workforce and work to create equal opportunities for all current as well as future employees. The Group has had a goal to increase the representation of the underrepresented gender in the Group’s executive positions and achieve gender balance as defined by the Danish Business Authority. In the process of retaining and attracting talent across the organization, The Group has processes and policies in place which are solely based on an evaluation of the employees’ professional skills. Therefore, diversity is not a decision factor, but rather an ongoing focus point to ensure that all positions are at all times populated by the right person with the right skills. The Board of Directors are certain that this approach to retain and attract talent will sustain The Groups business performance over time. The Group has a target of minimum two female directors on the Board of Directors, which is expected to be reached in 2026.Other management levels in the Parent As the Parent has fewer than 50 employees, it is not subject to the requirement to disclose information about other management levels. 560.20.33330.40.333320262021The Group recognizes the importance of a diverse workforce and work to create equal opportunities for all current as well as future employees. The Group has had a goal to increase the representation of the underrepresented gender in the Group’s executive positions and achieve gender balance as defined by the Danish Business Authority. In the process of retaining and attracting talent across the organization, The Group has processes and policies in place which are solely based on an evaluation of the employees’ professional skills. Therefore, diversity is not a decision factor, but rather an ongoing focus point to ensure that all positions are at all times populated by the right person with the right skills. The Board of Directors are certain that this approach to retain and attract talent will sustain The Groups business performance over time. The Group has a target of minimum two female directors on the Board of Directors, which is expected to be reached in 2026.Other management levels in the Parent As the Parent has fewer than 50 employees, it is not subject to the requirement to disclose information about other management levels. Statutory report on data ethics policyStatutory statement on Policy for Data Ethics in compliance with section 99d of the Danish Financial Statements Act (Årsregnskabsloven). A Group policy on Data Ethics is designed for colleagues and current or potential business partners. It covers the use of all types of data, not just personal data, and aligns with the principles of transparency, data minimization, integrity, and confidentiality. The policy complements other policies related to the handling of personal data, the use of cookies, and more. The company's Data Ethics Policy encompasses various aspects, including the types of data used, how data is obtained, and how we utilize it. The policy also addresses topics such as artificial intelligence, machine learning, and the adoption of new technologies at a Group level. The Group are aware of both the security and data ethics risks regarding employees and other stakeholders. Several elements are incorporated in existing policies and procedures that describe data ethics and our privacy policy. Furthermore, we have implemented a data protection and cyber security policy during 2022.Events after the balance sheet dateTo this date no events have occurred after the balance sheet date which would inﬂuence the evaluation of this annual report.30073090002739944000-1037000-1728000268800077720002692005000247872300065910000520540001800001293000253119000218667000-180000-129300012098900011323300012593200012259300002500006198000-17409000110850001138600010690000723400005639800086760008177000-55057000-62421000-79043000-7918000029311000148560005326000-1903000-84368000-7727700000-84368000-84369000-77277000-71256000-131130001320900075000317500044460008479730009367960000788400086435700094920100077810009145000350000081310009145000600060002813000142000001056000281900024820003169720003988200008753070009608280003169720003988200001671000817000202268000179273000978300020680002137220001821580002038400001771920001333000563000116790002538000025900024000444800011050002215590002042640004763700019030009262100010028800010028800086611000110400011840005279020004867100004874100030870001403209000144753800036571300040190700033420000320460003342000032046000-28520000-10561000-266700088670000159376000752560001567080001086770001887550003204600000-2667000159376000334200000-2852000-1056100088670000188755000108676000188754000320460000015670800018875400033420000007525600037500046800037500046800022106100021255900022106100021255900059743600063456700011030005320000111700081960000084877500022106100021255900027373000198160009790003362000324234000299751000850005040002277600011668000141020000991950007480600037000500000137000474557000409540000359760005940001294157000125831500025703700021315300014032090001447538000365713000401907000137400013509000014883000137400013509000014883000-13509000135090000-1350900013509000000-28520000-28520000-98860000-98860000021450000214500000-1530001530000081848000-818480000125932000122452000687000-55474000132817000495690001108500011386000-72941000-57673000-20366000-2367600050595000-20394000-6324000-3253000-4016000-482100015370001445000-401000-7280000399000-29473000-135192000-38677000-14215000011918000-162544000850200079009000-42970000-978800014883000107000000-19585000176221000-766700013677000926210001002880001 RevenueThe group's activities are within one segment and one geographic area.2 Fees to the auditor appointed by the Annual General MeetingDeloitte 2023 DKK'000Other 2023 DKK'000Total 2023 DKK'000Statutory audit services584384968Other assurance engagements40949Tax services25836294Other services168822501,0505111,561Deloitte 2022 DKK'000Other 2022 DKK'000Total 2022 DKK'000Statutory audit services296453749Other assurance engagements55055Tax services206383Other services59481074305649943 Staff costs2023 DKK'0002022 DKK'000Wages and salaries104,16493,883Pension costs10,67710,702Other social security costs6,1486,658Other staff costs01,990120,989113,233Average number of full-time employees179154Remunerationof management 2023 DKK'000Remunerationof management 2022 DKK'000Total amount for management categories3,8594,6283,8594,6288 EmployeesThe Entity has no employees other than the Executive Board. 179154Remunerationof management 2023 DKK'000Remunerationof management 2022 DKK'000Total amount for management categories3,8594,6283,8594,628385900046280004 Depreciation, amortisation and impairment losses2023 DKK'0002022 DKK'000Amortisation of intangible assets122,345117,367Depreciation on property, plant and equipment3,5875,226125,932122,5935 Other financial income2023 DKK'0002022 DKK'000Other interest income4020Other financial income10,68311,38611,08511,3861 Other financial income2023 DKK'0002022 DKK'000Financial income from group enterprises1,0540Other interest income1501,06906 Other financial expenses2023 DKK'0002022 DKK'000Financial expenses from group enterprises8,5028,175Other financial expenses63,83848,22372,34056,3982023 DKK'0002022 DKK'000Financial expenses from group enterprises8,5028,175Other financial expenses63,83848,22372,34056,398 2 Other financial expenses2023 DKK'0002022 DKK'000Financial expenses from group enterprises8,6768,175Other interest expenses028,6768,177 2023 DKK'0002022 DKK'000Financial expenses from group enterprises8,6768,175Other interest expenses028,6768,1777 Tax on profit/loss for the year2023 DKK'0002022 DKK'000Current tax26,59114,492Change in deferred tax(76)364Adjustment concerning previous years2,796029,31114,8563 Tax on profit/loss for the year2023 DKK'0002022 DKK'000Current tax0(1,903)Adjustment concerning previous years7910Refund in joint taxation arrangement4,53505,326(1,903)8 Proposed distribution of profit/loss2023 DKK'0002022 DKK'000Retained earnings(84,368)(77,277)(84,368)(77,277)4 Proposed distribution of profit and loss2023 DKK'0002022 DKK'000Retained earnings(84,369)(77,277)(84,369)(77,277)-84368000-77277000-84369000-772770009 Intangible assetsAcquired intangible assets DKK'000Acquired licences DKK'000Goodwill DKK'000Development projects in progress DKK'000Cost beginning of year1136,9881,103,9637,884Transfers7,88400(7,884)Additions7,190032,5790Cost end of year15,1876,9881,136,5420Amortisation and impairment losses beginning of year(38)(2,542)(167,167)0Exchange rate adjustments00(2,268)0Amortisation for the year(1,940)(1,271)(119,134)0Amortisation and impairment losses end of year(1,978)(3,813)(288,569)0Carrying amount end of year13,2093,175847,9730Acquired intangible assets DKK'000Acquired licences DKK'000Goodwill DKK'000Development projects in progress DKK'000Cost beginning of year1136,9881,103,9637,884Transfers7,88400(7,884)Additions7,190032,5790Cost end of year15,1876,9881,136,5420Amortisation and impairment losses beginning of year(38)(2,542)(167,167)0Exchange rate adjustments00(2,268)0Amortisation for the year(1,940)(1,271)(119,134)0Amortisation and impairment losses end of year(1,978)(3,813)(288,569)0Carrying amount end of year13,2093,175847,973010 Development projectsDevelopment projects in progress included costs for the development of a new ERP-system. As of Feburary 2023 the ERP-system was implimented. 11 Property, plant and equipmentOther fixtures and fittings, tools and equipment DKK'000Leasehold improvements DKK'000Cost beginning of year15,10888Additions3,650379Disposals(3,510)0Cost end of year15,248467Depreciation and impairment losses beginning of year(5,963)(88)Exchange rate adjustments(66)0Depreciation for the year(3,256)(29)Depreciation and impairment losses on assets disposed of(302)0Reversal regarding disposals2,1200Depreciation and impairment losses end of year(7,467)(117)Carrying amount end of year7,781350Recognised assets not owned by Entity3,056012 Financial assetsOther investments DKK'000Deposits DKK'000Other receivables DKK'000Cost beginning of year61,4201,056Exchange rate adjustments0(64)0Transfers01,056(1,056)Additions04010Cost end of year62,8130Carrying amount end of year62,81305 Financial assetsInvestments in group enterprises DKK'000Cost beginning of year520,607Cost end of year520,607Impairment losses beginning of year(121,787)Adjustments on equity(10,592)Share of profit/loss for the year(71,256)Impairment losses end of year(203,635)Carrying amount end of year316,972A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements.13 Deferred tax2023 DKK'0002022 DKK'000Intangible assets(1,135)(827)Property, plant and equipment(387)(408)Fixed asset investments887598Inventories352460Receivables73(282)Liabilities other than provisions1,049554Tax losses carried forward1190Deferred tax95895 Changes during the year2023 DKK'0002022 DKK'000Beginning of year95(269)Recognised in the income statement28928Recognised directly in equity610336Exchange rate adjustments(36)0End of year95895Deferred tax has been recognised in the balance sheet as follows2023 DKK'0002022 DKK'000 Deferred tax assets1,333563 Deferred tax liabilities(375)(468)95895Deferred tax assetsDeferred tax assets relate primarily to property, plant and equipment and new software.14 PrepaymentsPrepayments consist of rent and insurance costs.15 Contributed capitalNumberNominal value DKK'000A shares6,433,7426,434B shares4,238,0044,238C shares9,411,3929,411D shares13,336,72613,33733,419,86433,42016 Subordinate loan capitalSubordinate loan capital must be repaid in June 2026. The loan carries interest at a rate equal to 4% per annum. 17 Non-current liabilities other than provisionsDue within 12 months 2023 DKK'000Due within 12 months 2022 DKK'000Due after more than 12 months 2023 DKK'000Outstanding after 5 years 2023 DKK'000Subordinate loan capital00221,0610Bank loans25,44018,056597,436530,394Lease liabilities1,9331,7601,103027,37319,816819,600530,3946 Subordinate loan capitalSubordinate loan capital must be repaid in June 2026. The loan carries interest at a rate equal to 4% per annum. The subordinate loan capital is subordinate to other creditors. 7 Non-current liabilities other than provisionsDue after more than 12 months 2023 DKK'000Subordinate loan capital221,061221,061Outstanding debt after 5 years amounts to DKK 0.18 Deferred incomeDeferred income consists of freight charges.19 Changes in working capital2023 DKK'0002022 DKK'000Increase/decrease in inventories(8,367)(27,403)Increase/decrease in receivables9,033(28,006)Increase/decrease in trade payables etc.21(65)687(55,474)20 Derivative financial instrumentsThe Company hedges currency risks on expected transactions in EUR, NOK, SEK and USD with forward exchange contracts. Forward exchange contracts relate to purchase of goods. Value adjustments are recognized in the equity and are expected to be carried out and recognized in the income statement after the balance sheet day. Primary of the forward exchange contracts are hedging towards currency risks relating to EUR/DKK & NOK and USD/DKK & NOK . The fair value has not been calculated on the basis of observations in an active market. For the valuation of the fair value as of the balance sheet date, the statement of the bank has been used due to the company's credit rating and collateral. PeriodFair value DKK'000Contractual value DKK'0000-6 months(5,305)421,5886-12 months(312)123,52421 Fair value informationForward exchange contracts DKK'000Interest rate swaps DKK'000Fair value end of year (5,617)(7,883)Unrealised fair value adjustments recognised in the fair value reserve in equity(2,712)(7,883)22 Unrecognised rental and lease commitmentsThe group has entered agreements of rented premises with an annual rent of 6,666 t.DKK. The contracts are irredeemable for up to 48 months and have an outstanding commitment of 16,019 t.DKK . The group has entered agreements of leasing cars with an annual lease cost of 4,485 t.DKK. The contracts are irredeemable for up to 42 months and have an outstanding commitment of 10,225 t.DKK.23 Assets charged and collateralMortgage debt in Geia Food A/S is secured by way of company charges. The Company charge comprises stocks, intellectual property rights, goodwill, other fixtures and fittings, tools and equipment and receivables, limited to 53,000 t.DKK. The book value of secured assets is t.DKK 276.569.10 Assets charged and collateralShares in FCP BidCo ApS have been deposited to guarantee the company's and affiliated companies' loan at Danske Bank. The affiliated companies are FCP BidCo ApS, Geia Food Norge AS, Geia Food AS, Geia Food Holding AB, Geia Food AB, Food Partners World ApS, Camsac-Lauge Seafood A/S, and Geia Food A/S as of the 31st of December the affiliated companies bank debt amounts to 328.413 t.DKK. The book value of the shares are 321.219 t.DKK. Any loans made from FCP BidCo ApS to FCP HoldCo ApS has been deposited to guarantee the company's and affiliated companies' debt at Danske Bank. As of the 31st december, loan from FCP BidCo ApS to FCP HoldCo ApS amount to 11.863 t.DKK. 24 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report. No such transactions were conducted during the financial year.12 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report. 25 SubsidiariesRegistered inCorporate formOwnership %FCP BidCo ApSAalborg, DenmarkApS100.00Geia Food A/SAalborg, DenmarkA/S100.00Geia Food OYVantaa, FinlandOY100.00Geia Food Holding ABKarlstad, SwedenAB100.00Geia Food ABKarlstad, SwedenAB100.00Geia Food Norge ASOslo, NorwayAS100.00Geia Food ASOslo, NorwayAS100.00Food Partners World 2022 ApSCopenhagen, DenmarkApS100.00Food Partners World ApSCopenhagen, DenmarkApS100.00TopFoods Finland OYNaantali, FinlandOY100.00TFR TopFoods Retailing OYNaantali, FinlandOY100.00Camsac-Lauge Seafood A/SMiddelfart, DenmarkA/S100.00-71256000-697100003169720003988200002818100001945600019030001186300040000988900000-105920000-105920009 Contingent liabilitiesThe Entity serves as the administration company in a Danish joint taxation arrangement. According to the joint taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable for income taxes etc. for the jointly taxed entities, and also for obligations, if any, relating to the withholding of tax on interest, royalties and dividends for these entities.11 Related parties with controlling interest- Gazelle Luxco SARL owns 48.03% of shares in the Entity, but have control through share rights. This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class C enterprises (large).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year.falseRecognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is effected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year. Consolidated financial statementsThe consolidated financial statements comprise the Parent and the group enterprises (subsidiaries) that are controlled by the Parent. Control is achieved by the Parent, either directly or indirectly, holding more than 50% of the voting rights or in any other way possibly or actually exercising controlling influence. Enterprises in which the Group, directly or indirectly, holds between 20% and 50% of the voting rights and exercises significant, but not controlling, influence are regarded as associates. Basis of consolidationThe consolidated financial statements are prepared on the basis of the financial statements of the Parent and its subsidiaries. The consolidated financial statements are prepared by combining uniform items. On consolidation, intra-group income and expenses, intra-group accounts and dividends as well as profits and losses on transactions between the consolidated enterprises are eliminated. The financial statements used for consolidation have been prepared applying the Group’s accounting policies. Subsidiaries’ financial statement items are recognised in full in the consolidated financial statements. Investments in subsidiaries are offset at the pro rata share of such subsidiaries’ net assets at the acquisition date, with net assets having been calculated at fair value.RevenueRevenue from the sale of manufactured goods and goods for resale is recognised in the income statement when delivery is made and risk has passed to the buyer. Revenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed.Own work capitalisedOwn work capitalised comprises staff costs and other costs incurred in the financial year and recognised in cost for proprietary intangible assets.Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary activities, including profit from the sale of intangible assets and property, plant and equipment, and salary refunds .Cost of salesCost of sales comprises goods consumed in the financial year measured at cost, adjusted for normal inventory writedowns.Other external expensesOther external expenses include expenses relating to the Entity’s ordinary activities, including expenses for premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of receivables recognised in current assets.Staff costsStaff costs comprise wages and salaries, and social security contributions, pension contributions, etc . for entity staff.Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to property, plant and equipment and intangible assets comprise depreciation, amortisation and impairment losses for the financial year, and gains and losses from the sale of intangible assets and property, plant and equipment.Other operating expensesOther operating expenses comprise expenses of a secondary nature as viewed in relation to the Entity’s primary activities.Income from investments in group enterprisesIncome from investments in group enterprises comprises the pro rata share of the individual enterprises’ profit/loss after full elimination of intra-group profits or losses. Other financial incomeOther financial income comprises dividends etc. received on other investments, interest income, including interest income on receivables from group enterprises, net capital or exchange gains on securities, payables and transactions in foreign currencies, amortisation of financial assets, and tax relief under the Danish Tax Prepayment Scheme etc.Other financial expensesOther financial expenses comprise interest expenses, including interest expenses on payables to group enterprises, net capital or exchange losses on securities, payables and transactions in foreign currencies, amortisation of financial liabilities, and tax surcharge under the Danish Tax Prepayment Scheme etc.Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity.GoodwillGoodwill is the positive difference between cost and fair value of assets and liabilities arising from acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by Management for each business area. Useful life has been determined based on an assessment of whether the enterprises are strategically acquired enterprises with a strong market position and a long-term earnings profile and whether the amount of goodwill includes intangible resources of a temporary nature that cannot be separated and recognised as separate assets. Useful lives are reassessed annually. The amortisation periods used are 10 years. Goodwill is written down to the lower of recoverable amount and carrying amount. Intellectual property rights etc.Intellectual property rights etc. comprise acquired intellectual property rights.Development projects on clearly defined and identifiable products and processes, for which the technical rate of utilisation, adequate resources and a potential future market or development opportunity in the enterprise can be established, and where the intention is to manufacture, market or apply the product or process in question, are recognised as intangible assets. Other development costs are recognised as costs in the income statement as incurred. When recognising development projects as intangible assets, an amount equalling the costs incurred less deferred tax is taken to equity in the reserve for development costs that is reduced as the development projects are amortised and written down. The cost of development projects comprises costs such as salaries and amortisation that are directly and indirectly attributable to the development projects. Indirect production costs in the form of indirectly attributable staff costs and amortisation of intangible assets and depreciation on property, plant and equipment used in the development process are recognised in cost based on time spent on each project. Intellectual property rights acquired are measured at cost less accumulated amortisation. Patents are amortised on a straight-line basis over their remaining duration, and licences are amortised on a straight-line basis over the term of the agreement. Intellectual property rights etc. are written down to the lower of recoverable amount and carrying amount.Property, plant and equipmentOther fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation. The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets:Useful life Other fixtures and fittings, tools and equipment1-5 yearsLeasehold improvements1-5 yearsFor leasehold improvements and assets subject to finance leases, the depreciation period cannot exceed the contract period. Estimated useful lives and residual values are reassessed annually. Items of property, plant and equipment are written down to the lower of recoverable amount and carrying amount.Investments in group enterprisesInvestments in group enterprises are recognised and measured in the parent financial statements according to the equity method. This means that investments are measured at the pro rata share of the enterprises’ equity value plus unamortised goodwill and plus or minus unrealised intra-group profits or losses. Reference is made to the above section on business combinations for more details about the accounting policies applied to acquisitions of investments in group enterprises. Group enterprises with negative equity value are measured at DKK 0. Any receivables from these enterprises are written down to net realisable value based on a specific assessment. If the Parent has a legal or constructive obligation to cover the liabilities of the relevant enterprise, and it is probable that such obligation will involve a loss, a provision is recognised that is measured at present value of the costs necessary to settle the obligations at the balance sheet date. Upon distribution of profit or loss, net revaluation of investments in group enterprises is transferred to the reserve for net revaluation according to the equity method in equity. Goodwill is the difference between cost of investments and fair value of the pro rata share of assets and liabilities arising from acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by Management for each business area. Useful life has been determined based on an assessment of whether the enterprises are strategically acquired enterprises with a strong market position and a long-term earnings profile and whether the amount of goodwill includes intangible resources of a temporary nature that cannot be separated and recognised as separate assets. Useful lives are reassessed annually. The amortisation periods used are 10 years. Investments in group enterprises are written down to the lower of recoverable amount and carrying amount. ReceivablesReceivables are measured at amortised cost, usually equalling nominal value, less writedowns for bad and doubtful debts.Other investmentsOther investments comprise listed securities which are measured at fair value (market price) at the balance sheet date, and unlisted equity investments measured at the lower of cost and net realisable value.InventoriesInventories are measured at the lower of cost using the FIFO method and net realisable value. Cost consists of purchase price plus delivery costs. Indirect production costs comprise indirect materials and labour costs, costs of maintenance of, depreciation on machinery, factory buildings and equipment used in the manufacturing process, and costs of factory administration and management. Finance costs are not included in cost. The net realisable value of inventories is calculated as the estimated selling price less completion costs and costs incurred to execute sale.Deferred taxDeferred tax is recognised on all temporary differences between the carrying amount and the tax-based value of assets and liabilities, for which the tax-based value is calculated based on the planned use of each asset. However, no deferred tax is recognised for amortisation of goodwill disallowed for tax purposes and temporary differences arising at the date of acquisition that do not result from a business combination and that do not have any effect on profit or loss or on taxable income. Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets.Tax payable or receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's taxable income, adjusted for prepaid tax. Joint taxation contributions payable or receivable Current joint taxation contributions payable or receivable are recognised in the balance sheet, stated as tax computed on this year's taxable income, adjusted for prepaid tax. For tax losses, joint taxation contributions receivable are only recognised if such losses are expected to be used under the joint taxation arrangement.PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost.CashCash comprises cash in hand and bank deposits.Lease liabilitiesLease liabilities relating to assets held under finance leases are recognised in the balance sheet as liabilities other than provisions, and, at the time of inception of the lease, measured at the present value of future lease payments. Subsequent to initial recognition, lease liabilities are measured at amortised cost. The difference between present value and nominal amount of the lease payments is recognised in the income statement as a financial expense over the term of the leases.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.Deferred incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income is measured at cost.Cash flow statementThe cash flow statement shows cash flows from operating, investing and financing activities, and cash and cash equivalents at the beginning and the end of the financial year. Cash flows from operating activities are presented using the indirect method and calculated as the operating profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid. Cash flows from investing activities comprise payments in connection with acquisition and divestment of enterprises, activities and fixed asset investments, and purchase, improvement and sale, etc. of property, plant and equipment. Cash flows from financing activities comprise changes in the size or composition of the contributed capital and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities and payment of dividend. Cash and cash equivalents comprise cash. The cash flow statement shows cash flows from operating, investing and financing activities, and cash and cash equivalents at the beginning and the end of the financial year. Cash flows from operating activities are presented using the indirect method and calculated as the operating profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid. Cash flows from investing activities comprise payments in connection with acquisition and divestment of enterprises, activities and fixed asset investments, and purchase, improvement and sale, etc. of property, plant and equipment. Cash flows from financing activities comprise changes in the size or composition of the contributed capital and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities and payment of dividend. Cash and cash equivalents comprise cash. 2024-06-19Esko Mikael Aro