Årsrapport32285201Martinsen, Statsautoriseret RevisionspartnerselskabJupitervej, 46000, Kolding2020-01-012020-12-312021-01-012021-12-3134582424Lowenco A/SBavnevej106580VamdrupVamdrupwww.lowenco.comDanske BankMartinsen, Statsautoriseret Revisionspartnerselskab32285201Jørn Dam Jensenstatsautoriseret revisormne33686Jupitervej46000KoldingDanmark76 30 18 002022-06-01Mikael HoierRegnskabsklasse C, mellemstor virksomhedRevisionspåtegningRevisorgruppen DanmarkaktionærerneKolding2022-06-01Vamdrup2022-06-01Grundlag for konklusionKonklusion113567913859809123156401620885494159876019731370913398040513763030942238675284532931958607131797118546270834317541784137988226217007048909521671334320-5428276473430884649141566433303030300731071996017622728242570753100389611017251573755874277513813579419892118915168476498250360009825036000122561261189327966892271845308077854317071219940268396348361787741443500337587309898420894437804622640841214854624640098124846352584115561204573257628558459213935567481181975471058128741300908260500000500000783038879345604562571750484907539561055891946711540000128230006466723000001218667213123000599696220564599696220564154381481310385481171716359902425223592838771208794046023490172309331076078428248221291826810929169239020227880823907040157827795396700975804835910581287413009082662170070489095211965159516185897-27475647573560654346018708310241174891184804343823313675402912570618137108888220431403037061813725516232008248164475101278448216487746819559118962250-119200-1779375-3462736-52202214514671334324650000-67081230-4864514-257203026229088758287497-3893682-376391-10970832190804582874973257628558459213-385481-1717162934345619847872191107088866511729773843192193751143156401620885494510172037786773422120642373941341955580105027912462475104042631082931920727310719570753215748927282422728242370144019100019327501959690295866519621719327501222132737558277506710874485167163345799183307836211723075319644421381357360006225098250982501543810500000500000500000500000793456071784884649141566433-569086-81036178303887934560504849072331458-542827647343088671334320671334320569086810361456257175048490704650000671334324650000671334320128230001849000-128300010974000115400001282300015987601973137-18223291339-238675-2845329319586071311754178413798822-477847110739203536342-43071756-2658019047433442346672300000Today, the Board of Directors and the Managing Director have approved the annual report of Lowenco 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. Mikael HoierCarl John Michael BergMikael HoierKim Brian LangaasWe have audited the financial statements of Lowenco A/S for the financial year 1 January - 31 December 2021, which comprise income statement, balance sheet, statement of changes in equity, statement of cash flows, notes and a summary of significant accounting policies, 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. 0103230001050600001560003151000693000323000128000-145000-540000500024110000314540003778100012780002165000498000696000253100001293400013229000000000000Pengestrømme i altPengestrømme i altPengestrømme i altPengestrømme i altPengestrømme i alt-257200006229100000001712LikviditetsgradLikviditetsgradLikviditetsgradLikviditetsgradLikviditetsgrad239.5204.4157.2142.2110.65145.351.741.135110.2132.912.5019.7The principal activities of the company The principal activities of the company are development, production and sale of Large Scale ultra-low temperature storage solutions, for storage of sensitive products at special temperatures, as well re-selling of related spare parts and service agreements. Development in activities and financial matters The gross profit for the year totals DKK 113.568.000 against DKK 85.981.000 last year. Income or loss from ordinary activities after tax totals DKK 62.170.000 against DKK 48.910.000 last year. Management considers the net profit or loss for the year satisfactory. In 2021, the company’s cash and cash equivalents decreased by DKK 0,026.096.000, i.e. from DKK 0,058.287.000 to DKK 0,032.191.000. Know how resources It is essential for the company's continued growth to attract and retain skilled labor expertise in, among other things, technical know-how, which helps to develop new products adapted to customer needs. To ensure development, the company invests in the necessary resources just as the employees are offered to improve their skills in relevant course programs. Research and development activities The company continuously uses resources to develop thier products, with constantly focus on sustainability to keep the market leading profil. The expected development The company expects a positive development with 15% at top and bottom. Events subsequent to the financial year Change in ownership The owners behind Lowenco A/S have per February 2, 2022 sold the shares. Upon joining the new group of owners, the company will strengthen its knowledge, skills and financial resources, which will strengthen the company in realizing the company's strategy for growth. The company continues with the same management, enployee and locations. No other events of material significance to the company's financial position have occured after the end of the financial year. 9. Provisions for deferred tax Provisions for deferred tax opening balance 12.823.000 1.849.000 Deferred tax relating to the net profit or loss for the year -1.283.000 10.974.000 11.540.000 12.823.000 13. Charges and security For bank debts, DKK t.kr. 18, the company has provided security in company assets representing a nominal value of DKK t.kr. 5.000. This security comprises the below assets, stating the book values: Inventories DKK t.kr. 8.396 Receivable from sales and services DKK t.kr. 41.444 Operating equipment and equipment DKK t.kr. 1.400 Development projects DKK t.kr. 10.039 14. Contingencies Contingent liabilities In addition to financial leasing contracts, the company has entered into operational leasing contracts with an average annual leasing payment of DKK t.kr. 177. The leasing contracts have 8-29 months left to run, and the total outstanding leasing payment is DKK t.kr. 344. Warranty commitments and other contingent liabilities The company has issued payment guarantees per 31. December 2021 for a total of DKK t.kr. 250. Joint taxation LRT Invest ApS, company reg. no 29011141 being the administration company, the company is subject to the Danish scheme of joint taxation and it is proportionally liable for tax claims within the joint taxation scheme. The company is proportionally liable for any obligation to withhold tax on interest, royalties and dividends of the jointly taxed companies. The liabilities amount to a maximum corresponding to that share of the company capital, which is owned directly or indirectly by the ultimate parent company. The jointly taxed enterprises' total, known net liability to the Danish tax authorities appears from the annual accounts of the administration company. Any subsequent adjustments of corporate taxes or withheld taxes etc. may cause changes in the company's liabilities. 15. Related parties Controlling interest LRT Invest ApS, Kolding Majority shareholder ULT Danmark ApS (from 2/2-2022). Majority shareholder From 2/2-2022 the Majority Shareholder is Ult Danmark ApS. Consolidated financial statements The company is included in the consolidated financial statements of Company LRT Invest ApS. The annual report for Lowenco A/S has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class C enterprises (medium sized enterprises). The accounting policies are unchanged from last year, and the annual report is presented in DKK. No consolidated financial statements have been prepared pursuant to section 112 (1) of the Danish Financial Statements Act. The financial statements of Lowenco A/S and its group enterprises are included in the consolidated financial statements for LRT Invest ApS, Kolding, CVR nr. 29011141. Recognition and measurement in general Income is recognised in the profit and loss account concurrently with its realisation, including the recognition of value adjustments of financial assets and liabilities. Likewise, all costs, these including depreciation, amortisation, writedown, provisions, and reversals which are due to changes in estimated amounts previously recognised in the profit and loss account are recognised in the profit and loss account. Assets are recognised in the balance sheet when the company is liable to achieve future, financial benefits and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the company is liable to lose future, financial benefits and the value of the liability can be measured reliably. At the first recognition, assets and liabilities are measured at cost. Later, assets and liabilities are measured as described below for each individual accounting item. Certain fixed asset investments and liabilities are measured at amortised cost, by which method a fixed, effective interest is recognised during the useful life of the asset or the liability. Amortised cost is recognised as the original cost with deduction of any payments and additions/deductions of the accrued amortisation of the difference between cost and nominal amount. In this way capital losses and capital profits are spread over the useful life. At recognition and measurement, such predictable losses and risks are taken into consideration, which may appear before the annual report is presented, and which concerns matters existing on the balance sheet date. Gross profit Gross profit comprises the revenue, changes in inventories of finished goods, and work in progress, work performed for own account and capitalised, other operating income, and external costs. The enterprise will be applying IAS 11 as its basis of interpretation for the recognition of revenue. Revenue is recognised in the income statement if delivery and passing of risk to the buyer have taken place before the end of the year and if the income can be determined reliably and inflow is anticipated. Recognition of revenue is exclusive of VAT and taxes and less any discounts relating directly to sales. Contract work in progress concerning construction contracts is recognised in the revenue concurrently with the production process. Thus, the revenue corresponds to the selling price of the total yearly production (the production method). The revenue is recognised when the total income and costs of the contract and the stage of completion on the reporting date can be reliably validated and it is deemed probable that the financial benefits will flow to the company. Costs of sales includes costs for the purchase of raw materials and consumables less discounts and changes in inventories. Work performed for own account and capitalised Work performed for own account and capitalised includes staff cost and other internal costs incurred during the financial year and recognised in the cost of proprietary intangible and tangible fixed assets. Other operating income comprises items of a secondary nature as regards the principal activities of the enterprise, including profit from the disposal of intangible and tangible assets. Other external costs comprise costs for distribution, sales, advertisement, administration, premises, loss on debtors, 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. Depreciation, amortisation and writedown Depreciation, amortisation and writedown comprise depreciation on, amortisation of and writedown relating to intangible and tangible fixed assets respectively. Other operating expenses Other operating expenses comprise items of secondary nature as regards the principal activities of the enterprise, including losses on the disposal of intangible and tangible assets. 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 of the results for the year The tax for the year comprises the current tax for the year and the changes in deferred tax, and it is recognised in the profit and loss account with the share referring to the results for the year and directly in the equity with the share referring to entries directly on the equity. The company is subject to the Danish legislation concerning compulsory joint taxation with the Danish group enterprises. The current Danish corporate tax is allocated among the jointly taxed companies in proportion to their respective taxable income (full allocation with reimbursement of tax losses). Intangible assets Development projects, patents, and licences Development costs comprise salaries, wages, and amortisation directly attributable to development activities. Clearly defined and identifiable development projects are recognised as intangible assets provided that they are proven to be technically practicable, that sufficient resources and a potential market or development opportunity exist, and insofar as the intention is to produce, market or utilise the project. It is, however, a condition that the cost can be reliably calculated and that a sufficiently high degree of certainty indicates that future earnings will cover the costs of production, sales, and administration. Other development costs are recognised in the income statement concurrently with their realisation. Grants recieved for the projects are reconized as income for development costs that have been expenzed and are capitalized for grants, that relate to capitalized development costs. Development costs recognised in the statement of financial position are measured at cost less accrued amortisations and writedowns for impairment. After completion of the development work, capitalised development costs are amortised on a straight-line basis over the estimated useful economic life. The amortisation period is usually 10 years. Plant, and equipment Plant and equipment are measured at cost less accrued depreciation and writedown for impairment. The depreciable amount is cost less any expected residual value after the end of the useful life of the asset. The amortisation period and the residual value are determined at the acquisition date and reassessed annually. If the residual value exceeds the carrying amount, the depreciation is discontinued. The cost comprises acquisition cost and costs directly associated with the acquisition until the time when the asset is ready for use. The cost of a total asset is divided into separate components. These components are depreciated separately, the useful lives of each individual components differing, and the individual component representing a material part of the total cost. Depreciation is done on a straight-line basis according to an assessment of the expected useful life and the residual value of the individual assets: Buildings Useful life 5 years Residual value 0 % Plant and machinery Useful life 5 years Residual value 0 % Other fixtures and fittings, tools and equipment Useful life 3-5 years Residual value 0 % Minor assets with an expected useful life of less than 1 year are recognised as costs in the income statement in the year of acquisition. Profit or loss derived from the disposal of plant and equipment is measured as the difference between the sales price less selling costs and the carrying amount at the date of disposal. Profit or loss is recognised in the income statement as other operating income or other operating expenses. As regards self-constructed assets, the cost comprises direct costs for materials, components, deliveries from subsuppliers, payroll costs, and borrowing costs from specific and general borrowing concerning the construction of each individual asset. Leases The enterprise will be applying IAS 17 as its base of interpretation for recognition of classification and recognition of leases. At their initial recognition in the statement of financial position, leases concerning plant and equipment where the company holds all essential risks and advantages associated with the proprietary right (finance lease) are measured either at fair value or at the present value of the future lease payments, whichever value is lower. When calculating the present value, the discount rate used is the internal rate of return of the lease or, alternatively, the borrowing rate of the enterprise. Hereafter, assets held under a finance lease are treated in the same way as other similar property, plant, and equipment. The capitalised residual lease commitment is recognised in the statement of financial position as a liability other than provisions, and the interest part of the lease is recognised in the income statement for the term of the contract. All other 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 rent deposits, etc. Inventories Inventories are measured at cost on the basis of weighted measured average prices. In cases when the net realisable value is lower than the cost, the latter is written down for impairment to this lower value. Costs of goods for resale, raw materials, and consumables comprise acquisition costs plus delivery costs. Costs of manufactured goods and work in progress comprise the cost of raw materials, consumables, direct wages, and indirect production costs. Indirect production costs comprise indirect materials and wages, maintenance and depreciation of machinery, factory buildings, and equipment used in the production process, and costs for factory administration and factory management. Borrowing expenses are not recognised in cost. The net realisable value for inventories is recognised as the market price less costs of completion and selling costs. The net realisable value is determined with due consideration of negotiability, obsolescence, and the development of expected market prices. Receivables Receivables are measured at amortised cost, which usually corresponds to nominal value. Contract work in progress Contract work in progress is measured at the selling price of the work performed. The selling price is measured on the basis of the stage of completion on the reporting date and the total expected income from the individual work in progress. The stage of completion is calculated as the share of costs incurred in proportion to the estimated total costs of the individual work in progress. When the selling price of the individual work in progress can not be determined reliably, the selling price is measured at the costs incurred or at net realisable value, if this is lower. The individual work in progress is recognised in the statement of financial position under accounts receivables or liabilities. Net assets consist of the sum of the work in progress, where the selling price of the work performed exceeds invoicing on account. Net liabilities consist of the sum of the work in progress, where invoicing on account exceeds the selling price. Costs in connection with sales work and the procurement of contracts are recognised in the income statement when incurred. 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. Equity Reserve for development costs The reserve for development costs comprises recognised development costs less related deferred tax liabilities. The reserve cannot be used as dividends or for covering losses. The reserve is reduced or dissolved if the recognised development costs are amortised or abandoned. This is done by direct transfer to the distributable reserves of the 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. 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. 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. Provisions Guarantee liabilities comprise liabilities for repairs within the guarantee period of 1-5 years. Provisions for warranty commitments are measured on basis of the obtained experience with guarantee work. Provisions with an expected due date later than 1 year from the reporting date are discounted at a rate reflecting risk and maturity of the liability. When it is likely that the total costs will exceed the total income of contract work in progress, the total expected loss on the contract work in progress will be recognised as provisions for liabilities. The provision is recognised under production costs. 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. Accrued expenses and deferred income Received payments concerning income during the following years are recognised under accrued expenses and 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. 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