xbrli:pureiso4217:DKK325690802021-01-012021-12-31325690802021-01-012021-12-311325690802021-01-012021-12-311325690802021-01-012021-12-311325690802021-01-012021-12-312325690802021-01-012021-12-313325690802021-01-012021-12-314325690802021-01-012021-12-315325690802021-01-012021-12-31325690802020-01-012020-12-31325690802021-01-012021-12-31fsa:RetainedEarningsMember325690802020-01-012020-12-31fsa:RetainedEarningsMember325690802021-01-012021-12-31fsa:RetainedEarningsMember325690802021-12-31325690802020-12-31325690802021-01-01fsa:ContributedCapitalMember325690802021-01-01fsa:ReserveForDevelopmentExpenditureMember325690802021-01-01fsa:RetainedEarningsMember325690802021-01-01325690802021-12-31fsa:ContributedCapitalMember325690802021-12-31fsa:ReserveForDevelopmentExpenditureMember325690802021-12-31fsa:RetainedEarningsMember325690802021-01-012021-12-31fsa:ReserveForDevelopmentExpenditureMemberGrundlag for konklusionKonklusion2022-05-252022-05-25true2020-01-012020-12-3133963556København S23006WeidekampsgadeDeloitte Statsautoriseret RevisionspartnerselskabCopenhagenKøbenhavn V1614Regnskabsklasse BRevisionspåtegning2021-12-312021-01-014<br /><br />5TrommesalenBilletto ApS32569080339635562300 København SWeidekampsgade 6Deloitte Statsautoriseret RevisionspartnerselskabÅrsrapportThe Board of Directors and the Executive Board have today considered and approved the annual report of Billetto ApS for the financial year 01.01.2021 - 31.12.2021.The annual report is presented in accordance with the Danish Financial Statements Act.In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2021 and of the results of its operations for the financial year 01.01.2021 - 31.12.2021.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.CopenhagenPatrick Borre HansenCEOJoseph Steven CohenPer Mikael JensenJacob Christian Bratting PedersenPeer BentzenPatrick Borre HansenchairmanTo the shareholders of Billetto ApSWe have audited the financial statements of Billetto ApS for the financial year 01.01.2021 - 31.12.2021, which comprise the income statement, balance sheet, statement of changes in equity and ​notes, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. ​ ​In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2021 and of the results of its operations for the financial year 01.01.2021 - 31.12.2021 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 financial statements" section of this auditor’s report. We are independent of the Entity 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 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 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 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 judgement and maintain professional scepticism throughout the audit. We also:<br />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. <br />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 Entity’s internal control. <br />Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. <br />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 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 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 Entity to cease to continue as a going concern. <br />Evaluate the overall presentation, structure and content of the financial statements, including the disclosures in the notes, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.<br />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 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 financial statements, our responsibility is to read the management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the 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 under the Danish Financial Statements Act.<br /> Based on the work we have performed, we conclude that the management commentary is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of the management commentary.CopenhagenHenrik Wolff Mikkelsenmne33747State Authorised Public AccountantPrimary activitiesThe Company’s primary activity is the development and operation of an international full-service ticketing platform.Development in activities and financesOn group level Billetto has delivered a very satisfying EBITDA result due to our strong self service and automated ticketing platform and launch of new services to both ticketbuyers and organiser. The result is delivered despite 6 months of significant impact on revenue by COVID-19. Management is very satisfied with the 2021 result across the entire group. Capital resources The Company’s budget shows sufficient cash to continue operating throughout 2022 and the Company is actively monitoring its capital resources including the continue support from Vækstfonden. Further reference in made to note 1 to the financial statements. The Company has a negative equity position and is therefore affected by the rules of capital loss in the Danish Companies Act. Management expects to reestablish the Capital by future profits or by further equity investments.Events after the balance sheet dateJanuary 2022 was impacted by COVID-19, however we have seen strong performance since the last restrictions have been lifted.11552297706017044996665697487531086370108631741768-5648180148784987165181450697590643-4915452-12367172-856371-1134910-4059081-11232262-4059081-11232262-405908191663838757573916638387575738535381428429611171896499259915289415289417370316976732659732266195826299172833599075526829182818034352763254084856371113491050290290247557644250060701637465452435002195109610249570315337251942240335659835659871497796830907-75136004-70758051-67629627-635705463565986830907-70758051-635705463565987149779-75136004645247675100806716103455152804755372165372168116543866825758164099932239231207717428831604483814101916179979141616719199163352829929493153372519422403318872-3188720Billetto has an incentive program consisting of warrants awarded to members of the Board of Directors and the Executive Board as well as to employees of the company. In 2021, the Company issued warrants entitling the holders to subscribe to 49,913 shares with a nominal value of DKK 1. The warrants can only be utilised in the event of an exit. 1 Going concernBilletto ApS has a negative equity of MDKK 67.6 as per 31 December 2021. The company has been continueosly financed by loans from shareholders, primarily Vækstfonden. As the company has received notice from the shareholders, that no loans are due within 2022, the entire loan balance has been classified as non-current liabilities. Management has assessed that the current cash position is sufficient to continue operations throughout 2022. This is supported by a positive underlying cash flow in 2021 and a strong performance in the beginning of 2022 after the last restrictions have been lifted. Based on the above factors, Management considers Billetto as a going concern entity. Consequently, the financial statements have been prepared in accordance with this assumption .2 Gross profit /lossDue the Covid-19 pandemic, the company has been entitled to government aid packages. Gross profit has been affected by DKK 4,852k relating to fixed cost, compensation (DKK 4,301k) and salary reimbursement (DKK 551k). 3 Staff costs2021 DKK2020 DKKWages and salaries6,740,1807,659,175Pension costs427,314347,486Other social security costs93,892125,294Other staff costs178,635246,2257,440,0218,378,180Staff costs classified as assets(2,940,355)(2,680,693)4,499,6665,697,487Average number of full-time employees111311134 Depreciation, amortisation and impairment losses2021 DKK2020 DKKAmortisation of intangible assets5,253,0056,933,823Depreciation of property, plant and equipment57,85877,0405,310,8637,010,8635 Other financial income 2021 DKK2020 DKKFinancial income from group enterprises186,173696,409Exchange rate adjustments1,301,676175,2421,487,849871,6516 Other financial expenses2021 DKK2020 DKKFinancial expenses from group enterprises20,85228,669Other interest expenses6,575,1636,351,087Exchange rate adjustments148,5801,210,887Other financial expenses1,400,47408,145,0697,590,643<br />2021 DKK2020 DKKFinancial expenses from group enterprises20,85228,669Other interest expenses6,575,1636,351,087Exchange rate adjustments148,5801,210,887Other financial expenses1,400,47408,145,0697,590,6437 Tax on profit/loss for the year2021 DKK2020 DKKCurrent tax(856,371)(1,134,910)(856,371)(1,134,910)8 Intangible assetsCompleted development projects DKKCost beginning of year40,488,901Additions5,661,815Cost end of year46,150,716Amortisation and impairment losses beginning of year(31,731,328)Amortisation for the year(5,253,005)Amortisation and impairment losses end of year(36,984,333)Carrying amount end of year9,166,3839 Development projectsThe Entity's development projects relates to costs incurred in relation to the continous improvement of the Billetto platform, which is the foundation for the Entity's activities and long term strategy. All projects initiated during 2021 have been completed and are now an integrated part of the platform. It is Management's assessment that the value of the Company lies primarily with the platform and related software and expects that the value can be recovered either through future profits or a sale of the Company or platform. 10 Property, plant and equipmentOther fixtures and fittings, tools and equipment DKKLeasehold improvements DKKCost beginning of year870,388167,367Additions54,9080Cost end of year925,296167,367Depreciation and impairment losses beginning of year(788,960)(156,196)Depreciation for the year(50,983)(6,875)Depreciation and impairment losses end of year(839,943)(163,071)Carrying amount end of year85,3534,29611 Financial assetsInvestments in group enterprises DKKOther receivables DKKCost beginning of year152,894169,767Additions03,936Cost end of year152,894173,703Carrying amount end of year152,894173,703Investments in subsidiariesRegistered inCorporate formEquity interest %Billetto ASNorwayAS100Billetto UK Ltd.United KingdomLtd100Billetto ABSwedenAB10012 Share capitalNumberPar value DKKNominal value DKKA-shares191,4141191,414B-shares165,1841165,184356,598356,59813 Non-current liabilities other than provisionsDue after more than 12 months 2021 DKKConvertible and dividend-yielding debt instruments64,524,767Payables to shareholders and management 16,103,455Other payables537,21681,165,43814 Unrecognised rental and lease commitments2021 DKK2020 DKKLiabilities under rental or lease agreements until maturity in total162,314204,31415 Assets charged and collateralA floating charge of nominally DKK 4.000k has been provided towards Vækstfonden as collateral for loans. The company has entered into an agreement whereby it is not allowed to pay out dividends to its shareholders without prior consent from Vækstfonden. This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class B enterprises with addition of a few provisions for reporting class C.The accounting policies applied to these financial statements are consistent with those applied last year, expect for the change in principles related to development projects as described below.falseConsolidated financial statementsReferring to section 110 of the Danish Financial Statements Act, no consolidated financial statements have been prepared.Recognition 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.Gross profit or lossGross profit or loss comprises revenue, cost of raw materials and consumables and external expensesRevenueThe Company acts as an agent in relation to sale of tickets for event organizers, and therefore revenue is comprised of comission income, which is recognized in the income statement, when the services have been delivered. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed.Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary activities.Cost of salesCost of sales comprises costs directly related to revenue.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 salaries and wages, 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 intan-gible assets comprise depreciation, amortisation and impairment losses for the financial year, calculat-ed on the basis of the residual values and useful lives of the individual assets and impairment testing as well as gains and losses from the sale of intangible assets as well as property, plant and equipment.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 curren-cies, amortisation of financial liabilities as well as 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.Intellectual property rights etcIntellectual property rights etc comprise development projects completed.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 under 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 consultants that are directly and indirectly attributable to the development projects. ​ ​Indirect production costs in the form of indirectly attributable staff costs used in the development process are recognised in cost based on time spent on each project. ​Completed development projects are amortised on a straight-line basis using their estimated useful lives which are determined based on a specific assessment of each development project. If the useful life cannot be estimated reliably, it is fixed at 10 years. For development projects protected by intellectual property rights, the maximum period of amortisation is the remaining duration of the relevant rights. The amortisation period used is 3 years. ​ ​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. Interest expenses on loans for the financing of the manufacture of property, plant and equipment are included in cost if they relate to the manufacturing period. All other finance costs are recognised in the income statement. 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: Other fixtures and fittings, tools and equipment3-4 yearsLeasehold improvements4 yearsEstimated useful lives and residual values are reassessed annually. Items of property, plant and equipment are written down to the lower of recoverable amount and car-rying amount. Investments in group enterprisesInvestments in group enterprises are measured at cost. Investments 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.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.PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost.CashCash comprises cash in hand and bank deposits.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.2022-05-25Samuel O'Doherty