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fsa:InvestmentsInGroupEnterprisesMember 38166514 2023-01-01 2023-12-31 1 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 2 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 3 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 4 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 5 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 6 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 7 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 8 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 9 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 10 fsa:SubsidiaryMember 38166514 2023-01-01 2023-12-31 cmn:ConsolidatedMember fsa:DepositsLongtermInvestmentsAndReceivablesMember 38166514 2023-01-01 2023-12-31 fsa:DepositsLongtermInvestmentsAndReceivablesMember iso4217:DKK pure shares Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2023-01-01 2022-01-01 2023-12-31 2022-12-31 38166514 Manyone A/S Sundkaj 153 2. tv. 2150 Nordhavn København PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Strandvejen 44 2900 Hellerup Denmark 39 45 39 45 koebenhavn@pwc.dk 2024-06-21 Søren Lehmann Poulsen Regnskabsklasse C, mellemstor virksomhed Revisionspåtegning The Executive Board and Board of Directors have today considered and adopted the Annual Report of Manyone A/S for the financial year 1 January - 31 December 2023. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In our opinion the Financial Statements and the Consolidated Financial Statements give a true and fair view of the financial position at 31 December 2023 of the Company and the Group and of the results of the Company and Group operations and of consolidated cash flows for 2023. In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review. We recommend that the Annual Report be adopted at the Annual General Meeting. 2024-06-03 Nordhavn Mads Riisager Gustafsen CEO Søren Lehmann Poulsen Executive Officer David Fellah Chairman Søren Lehmann Poulsen Klaus Silberbauer Andersen Jens Martin Skibsted Kasper Damgaard Boel Rousøe Lasse Jensby Dahl Therese Strange-Obel Johansen To the shareholders of Manyone A/S Opinion In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2023 and of the results of the Group’s and the Parent Company’s operations and of consolidated cash flows for the financial year 1 January - 31 December 2023 in accordance with the Danish Financial Statements Act. We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of Manyone A/S for the financial year 1 January - 31 December 2023, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies, for both the Group and the Parent Company, as well as consolidated statement of cash flows (”the Financial Statements”). 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 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 company 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 Group´s and the Parent 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 Group or the Parent 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 judgement and maintain professional scepticism 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 Group´s and the Parent 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 Group´s and the Parent 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 Group and the Parent 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. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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, in our view, Management’s Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Hellerup 2024-06-03 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Flemming Eghoff State Authorised Public Accountant mne30221 Martin Birch State Authorised Public Accountant mne42825 147306000 82491000 58668000 109418000 51565000 36081000 8719000 -6175000 -4207000 -1279000 -1257000 -1204000 6948000 -7442000 -5502000 153142000 91299000 82202000 1358000 3659000 3659000 1679000 1318000 29884000 11650000 17005000 0 0 0 0 0 0 0 0 0 0 0 0 195 67 52 0.826 0.733 0.743 0.625 0.615 0.014 -0.032 0.059 -0.075 -0.072 0.017 -0.045 0.057 -0.068 -0.051 0.278 0.273 0.195 0.128 0.207 -0.069 -0.342 0.335 -0.519 -0.647 Key activities The group’s main objective is to deliver strategic, digital, and industrial design to global clients and the parent company’s main objective is to identify, acquire, develop and grow strategy-design hybrid teams internationally. Development in the year In 2023 the group continued to invest in growth, particularly by acquiring Topp AB, and the underlying operations continue to perform above industry average. Including the full year performance of the acquired entity Topp AB, the income statement of the Group for 2023 shows a net profit of mDKK 0.8 (2022 loss of mDKK 7.5) and a positive EBITDA of mDKK 21.6 (2022, mDKK 10.7). This illustrates the acquired entities positive contribution towards Manyone’s growth strategy going forward. Including performance of the Topp AB, from the date of acquisition , the income statement of the Group for 2023 shows a loss of mDKK 3.2 (2022 mDKK 12.2) and a positive EBITDA of mDKK 17.9 (2022 mDKK 7.0). At 31 December 2023 the balance sheet of the Group shows a positive equity of mDKK 50,9. The past year and follow-up on development expectations from last year Revenue grew by 7%, compared to 2022, and the Group realised a net loss in 2023 against a projected positive outlook for 2023. The macroeconomic shift in some of our markets, outside our control, had a significant impact on projects in the last quarter of 2023. In addition, the recovery from the 2022 downturn has been sluggish in some of the markets. However, because of continued investments, e.g. the acquisition of Topp, Manyone delivered strong and relatively stable margins in a difficult market. Special risks - operating risks and financial risks Foreign exchange risks The group’s international presence and investments in foreign entities expose its profit and loss, cash flow and capital to fluctuations in currency rates. Management continuously assesses this risk and decides on mitigating actions if necessary. Targets and expectations for the year ahead The group will continue to grow in current markets and invest in business combinations and continue to offer the best solutions to clients locally and globally. We expect to see positive outcome from investments and results between EBITDA DKK 30-45m in FY 2024. Growth and financing Manyone’s growth has been a combination of organic, new offices, and acquisitions funded by a combination of operating cash flows, capital increase and bank loans. To support the ongoing growth, the group raised capital of DKK 10m, and has received commitments for further external financing in 2024. Research and development The group has development activities relating to the way of working in the Manyone Group and a platform to assess market trends. Reference is made to the disclosure in note 7. External environment Manyone will compensate for CO2 to account for total 2023 emissions. Offsetting will happen through the purchase of carbon credits from a nature-based removal project (ex-post reforestation) in Uruguay. Intellectual capital resources The most important knowledge resources are related to competencies within digital and industrial design with teams made up of Anthropologist, Researchers, user experience (UX) Designers, Digital Strategists, Creative Technologists and Product Designers. Uncertainty relating to recognition and measurement The Annual Report has been subject to uncertainty relating to recognition and measurement. Reference is made to note 1. Unusual events The financial position at 31 December 2023 of the Group and the results of the activities and cash flows of the Group for the financial year for 2023 have not been affected by any unusual events. Correction of material misstatements In 2023 goodwill and liabilities has been corrected due to a calculation error relating to the acquistion of Manyone Tel Aviv. The comparatives figures has been corrected which result in an increase of DKK 11m in goodwill and other payables. Reference is made to the disclosure in the accounting policies. Subsequent events Other than events recognized and disclosed in the consolidated financial statements, no events have occurred after 31 December 2023, which could have a significant impact on the consolidated financial statements. 223993000 208887000 56651000 72420000 12019000 0 0 0 0 0 22874000 22014000 15038000 22869000 53981000 78233000 35869000 32940000 10920000 6525000 185105000 153078000 14624000 9676000 167191000 146060000 20791000 15839000 14829000 13786000 710000 1084000 31000 0 31000 0 3054000 -6768000 -6908000 -7247000 3447000 456000 3359000 451000 5178000 3025000 6545000 3102000 1323000 -9337000 -10094000 -9898000 4520000 2861000 -1066000 -2151000 -3197000 -12198000 -9028000 -7747000 -280000 -1680000 0 0 -2917000 -10518000 -9028000 -7747000 11769000 0 0 0 515000 739000 515000 739000 101148000 81918000 0 0 0 0 0 0 113432000 82657000 515000 739000 2624000 3079000 230000 533000 1004000 1524000 361000 539000 3628000 4603000 591000 1072000 0 0 166672000 130775000 0 518000 0 518000 3900000 3385000 476000 476000 3900000 3903000 167148000 131769000 120960000 91163000 168254000 133580000 45686000 32108000 11315000 15924000 1381000 12061000 792000 1029000 0 0 30674000 7804000 1772000 393000 200000 336000 0 1041000 819000 658000 1258000 1828000 0 0 0 316000 1221000 2056000 3785000 3218000 1648000 1257000 53882000 50965000 46669000 29064000 7935000 9547000 5836000 4084000 61817000 60512000 52505000 33148000 182777000 151675000 220759000 166728000 3177000 3051000 3177000 3051000 0 0 0 0 -3722000 -3072000 0 0 48207000 37749000 46842000 42495000 47662000 37728000 50019000 45546000 3221000 3705000 0 0 50883000 41433000 50019000 45546000 1386000 0 0 0 1386000 0 0 0 18583000 0 18583000 0 48727000 47850000 46224000 43412000 67310000 47850000 64807000 43412000 7558000 13467000 7558000 13470000 0 2782000 0 0 7222000 5655000 4128000 4302000 8399000 4943000 8399000 4943000 0 0 67798000 43548000 2428000 3304000 0 0 37591000 32241000 18050000 11507000 63198000 62392000 105933000 77770000 130508000 110242000 170740000 121182000 182777000 151675000 220759000 166728000 A-class shares 803571 803571 B-class shares 536000 536000 C-class shares 914000 914000 D-class shares 300000 300000 E-class shares 623076 623076 3052000 0 -3072000 39406000 3706000 0 0 0 -1657000 0 125000 13375000 0 0 0 0 0 -650000 0 -205000 0 0 0 -2917000 -280000 0 -13375000 0 13375000 0 3177000 0 -3722000 48207000 3221000 3052000 0 42495000 125000 13375000 0 0 0 -9028000 0 -13375000 13375000 3177000 0 46842000 -3197000 -12198000 21290000 15858000 -1981000 -10619000 16112000 -6959000 411000 456000 -4765000 -3025000 11758000 -9528000 -3922000 -2595000 7836000 -12123000 -15393000 -9623000 -1299000 -3127000 -515000 -1908000 -17207000 -14658000 -7326000 -7386000 0 -3519000 20000000 0 0 27466000 1786000 1797000 -6701000 0 7759000 18358000 -1612000 -8423000 9547000 17970000 7935000 9547000 7935000 9547000 7935000 9547000 In general, management makes judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Management continuously reassesses these estimates and judgments based on several factors under the given circumstances.The value of all recognised intangible assets are in the consolidated financial statements amortised over their useful lives. Every year, the management evaluates an impairment assessment to make sure the total value of the is fair. In the parent company investments in subsidiaries are measured at cost and an impairment assessment are evaluated on a yearly basis .The estimated value is based on management estimates and assumptions and by nature subject to uncertainty. The growth is funded by a combination of capital increases and external bank loans, the latest of which was secured in March and May 2024., Other than that, no events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. 149759000 134595000 19311000 14376000 5906000 5278000 969000 613000 3708000 1740000 134000 99000 7818000 4447000 377000 751000 167191000 146060000 20791000 15839000 2495000 2613000 2495000 2613000 2660000 3229000 2660000 3229000 5155000 5842000 5155000 5842000 261 220 22 17 Including remuneration to the Executive Board and Board of Directors: The board of directors is authorized under the articles of association of the company to issue warrants and has introduced a warrant program for management and key employees. The warrant program has been unanimously approved by all shareholders and the board of directors has unanimously confirmed each warrant grant made under the warrant program. The total number of warrants under the program is 757,069 where 715,175 is granted. The executive management has been granted 13,063 warrants as part of the remuneration for their service. The warrant program was started in 2020 and the maturity period is 10 years from the time of granting. Incentive programmes are not recognised in the Financial Statements. 12674000 11000000 225000 405000 2155000 2786000 485000 679000 14829000 13786000 710000 1084000 0 0 50000 5000 5000 0 8000 0 3442000 456000 3301000 446000 3447000 456000 3359000 451000 415000 0 415000 0 0 0 2819000 1044000 3887000 2792000 3311000 2058000 876000 233000 0 0 OtherFinanceExpenses 5178000 3025000 6545000 3102000 1778000 2186000 -1221000 -2056000 2432000 875000 -131000 154000 316000 -200000 316000 -249000 -6000 0 -30000 0 4520000 2861000 -1066000 -2151000 0 2151000 110829000 0 2151000 0 0 -48000 0 0 0 0 31244000 12019000 0 12019000 0 0 -12019000 0 12019000 2151000 142025000 0 2151000 0 1411000 28913000 0 1411000 0 0 -235000 0 0 250000 225000 12199000 0 225000 250000 1636000 40877000 0 1636000 11769000 515000 101148000 0 515000 Completed development projects include development of a platform to assess market trends as well as a project to develop the way of working the Manyone Group. It is Management's assessment that there is a market for the development projects which will ensure future economic benefits for the Group. Costs for the development projects are amortised over 5 years, as they are completed. Management has not found any indications of impairment in relation to the carrying amount, but refers to note 1 on uncertainty in recognition and measurement. 8565000 2188000 1834000 728000 -347000 -154000 0 0 1320000 37000 36000 0 0 81000 0 79000 9538000 1990000 1870000 649000 5485000 664000 1301000 189000 -199000 -107000 0 0 1628000 476000 339000 146000 0 47000 0 47000 6914000 986000 1640000 288000 2624000 1004000 230000 361000 130797000 119829000 35897000 10968000 166694000 130797000 -22000 -22000 -22000 -22000 166672000 130775000 Manyone B.V Rotterdam 100 -232 -102 Manyone Denmark ApS Copenhagen 100 42970 12690 Manyone GmbH Frankfurt 100 3045 394 Manyone London Ltd London 100 6403 1189 Manyone Oslo AS Oslo 51 610 202 Manyone Prime Tel Aviv 100 8751 2166 Manyone Barcelona Barcelona 100 592 1259 Manyone Zurich GmbH Zurich 100 18 -139 Topp X AB Malmö 100 5498 1676 Manyone New York Inc. New York 100 -1269 -1304 3386000 476000 514000 0 3900000 476000 3900000 476000 Investments in subsidiaries are specified as follows: Selling price of work in progress 23779000 37243000 23190000 18677000 Payments received on account -30797000 -30125000 -30797000 -22591000 Total -7018000 7118000 -7607000 -3914000 Recognised in the balance sheet as follows: Contract work in progress recognised in assets 1381000 12061000 792000 1029000 Prepayments received recognised in debt -8399000 -4943000 -8399000 -4943000 Total -7018000 7118000 -7607000 -3914000 Prepayments consist of prepaid expenses concerning rent, insurance premiums, subscriptions. Cash and cash equivalents include a deposited account which amounts to DKK 50k (2022: DKK 50k). Deferred tax liabilities at 1 January -1041000 -1943000 -658000 -812000 Addition from acqusition om subsidiaries 0 27000 0 0 Amounts recognised in the income statement for the year 2427000 875000 -161000 154000 Deferred tax liabilities at 31 December 1386000 -1041000 -819000 -658000 Recognition of deferred tax assets relates to temporary differences between accounting values and taxable values of assets which the Company expect to utilise in the coming financial years. 0 0 0 0 18583000 0 18583000 0 18583000 0 18583000 0 7558000 13467000 7558000 13470000 0 0 0 0 48727000 47850000 46224000 43412000 48727000 47850000 46224000 43412000 15306000 5955000 13422000 5955000 22285000 26286000 4628000 5552000 Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt. The debt falls due for payment as specified below: Credit institutions Other payables -3447000 -456000 5178000 3025000 14864000 13786000 4520000 2861000 21290000 15858000 175000 -3358000 1312000 -4511000 -3293000 -6108000 -1981000 -10619000 Charges and security The following assets have been placed as security with bankers: Company charge, with security in simple claims from sales, inventory, fixtures and equipment and goodwill. 28000000 10000000 28000000 10000000 Rental and lease obligations Lease obligations under operating leases. Total future lease payments: Within 1 year 14182000 13268000 5548000 5077000 Between 1 and 5 years 45651000 53722000 26074000 26508000 After 5 years 29650000 38065000 15103000 20040000 Total 89483000 105055000 46725000 51625000 Other contingent liabilities The group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of SLP Holding 2016 ApS, which is the management company of the joint taxation purposes. Moreover, the group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Company's liability. Basis Controlling interest SLP Holding 2016 ApS Ultimate Parent Company Strategic Design Group Holding ApS Parent Company Other related parties Manyone A/S Group companies Subsidiaries Executive board and Board of directors Key management personnel Transactions The Company has chosen only to disclose transactions which have not been made on an arm's length basis in accordance with section 98(c)(7) of the Danish Financial Statements Act. Consolidated Financial Statements The Company is included in the Group Annual Report of the Parent Company of the largest and smallest group: Name Place of registered office SLP Holding 2016 ApS Lunderskov The Annual Report of Manyone A/S for 2023 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to medium-sized enterprises of reporting class C. The accounting policies applied remain unchanged from last year. The Consolidated Financial Statements and the Parent Company Financial Statements for 2023 are presented in TDKK. true In connection with the preparation of the Annual Report for 2023 Management identified a significant mistake in the purchase price allocation relating to the acquisition of Manyone Tel Aviv. The purchase price allocation includes earn-out accrual which was materially understated due to a calculation error. The correction of the mistake for the Group resulted in an increase in goodwill of DKK 11,050k , and a corresponding increase in long-term other payables. Furthermore, an amortization of goodwill of DKK 1,657k. For the Parent Company the correction of the mistake resulted in an increase in goodwill of DKK 11,050k , and a corresponding increase in long-term other payables.In addition, management fee from subsidiaries has been reclassified from revenue to other operating income in the Parent Company. The reclassification has no impact on the result for the year. Revenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably. Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below. Basis of consolidation The Consolidated Financial Statements comprise the Parent Company, Manyone A/S, and subsidiaries in which the Parent Company directly or indirectly holds more than 50% of the votes or in which the Parent Company, through share ownership or otherwise, exercises control. Enterprises in which the Group holds between 20% and 50% of the votes and exercises significant influence but not control are classified as associates. On consolidation, items of a uniform nature are combined. Elimination is made of intercompany income and expenses, shareholdings, dividends and accounts as well as of realised and unrealised profits and losses on transactions between the consolidated enterprises. The Parent Company's investments in the consolidated subsidiaries are set off against the Parent Company's share of the net asset value of subsidiaries stated at the time of consolidation. Minority interests Minority interests form part of the Group's total equity. Upon distribution of net profit, net profit is broken down on the share attributable to minority interests and the share attributable to the shareholders of the Parent Company. Minority interests are recognised on the basis of a remeasurement of acquired assets and liabilities to fair value at the time of acquistition of subsidiaries. Business acquisitions carried through on or after 1 July 2018 Minority interests are initially measured at their proportionate share of the fair value of the acquired entity’s identifiable net assets. In this way, only goodwill related to the Parent Company’s share of the entity acquired is recognised. On subsequent changes to minority interests where the Group retains control of the subsidiary, the consideration is recognised directly in equity. Business combinations Business acquisitions carried through on or after 1 July 2018 Acquisitions of subsidiaries are accounted for using the purchase method under which the identifiable assets and liabilities of the entity acquired are measured at fair value at the time of acquisition. Acquired contingent liabilities are recognised at fair value in the Consolidated Financial Statements to the extent that the value can be measured reliably. The time of acquisition is the time when the Group obtains control of the entity acquired. The cost of the entity acquired is the fair value of the consideration agreed, including consideration contingent on future events. Transaction costs directly attributable to the acquisition of subsidiaries are recognised in the income statement as incurred. Positive differences between the cost of the entity acquired and identifiable assets and liabilities are recognised as goodwill in intangible assets in the balance sheet and are amortised in the income statement on a straight-line basis over their estimated useful lives. Where the differences are negative, they are recognised immediately in the income statement. Where the purchase price allocation is not final, positive and negative differences from acquired subsidiaries due to changes to the recognition and measurement of identifiable net assets may be adjusted for up to 12 months after the time of acquisition. These adjustments are also reflected in the value of goodwill or negative goodwill, including in amortisation already made. Where cost includes contingent consideration, this is measured at fair value at the time of acquisition. Contingent consideration is subsequently measured at fair value. Any value adjustments are recognised in the income statement. In respect of step acquisitions, any previously held investments in the entity acquired are remeasured at fair value at the time of acquisition. The difference between the carrying amount of the investment previously held and the fair value is recognised in the income statement. Pooling of interests Intragroup business combinations are accounted for under the uniting-of-interests method. Under this method, the two enterprises are combined at carrying amounts, and no differences are identified. Any consideration which exceeds the carrying amount of the acquired enterprise is recognised directly in equity. The pooling-of-interests method is applied at the date of acquisition, and comparative figures have not been restated. All leases are considered operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Exchange differences arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement. Where foreign exchange transactions are considered hedging of future cash flows, the value adjustments are recognised directly in equity. Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the transaction date rates are recognised in financial income and expenses in the income statement Income statements of foreign subsidiaries and associates that are separate legal entities are translated at transaction date rates or approximated average exchange rates. Balance sheet items are translated at the exchange rates at the balance sheet date. Exchange adjustments arising on the translation of the opening equity and exchange adjustments arising from the translation of the income statements at the exchange rates at the balance sheet date are recognised directly in equity. The value of share-based payment, including share option and warrant plans that do not involve an outflow of cash and cash equivalents, offered to the Executive Board and a number of senior employees is not recognised in the income statement. The most significant conditions of the share option plans are disclosed in the notes. Revenue from the sale of goods for resale and finished goods is recognised in the income statement when the sale is considered effected based on the following criteria:• delivery has been made before year end;• a binding sales agreement has been made;• the sales price has been determined; and• payment has been received or may with reasonable certainty be expected to be received. Contract work in progress (construction contracts) is recognised at the rate of completion, which means that revenue equals the selling price of the work completed for the year (percentage-of-completion method). This method is applied when total revenues and expenses in respect of the contract and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Group. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the contract. Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Direct expenses primarily include operating expenses for the year. Other external expenses comprise expenses for premises, sales as well as office expenses, etc. With reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of revenue, work on own account recognised in assets, other operating income, direct expenses and other external expenses. Staff costs include wages and salaries including compensated absence and pensions as well as other social security contributions etc. made to the entity's employees. Amortisation, depreciation and impairment losses comprise amortisation, depreciation and impairment of intangible assets and property, plant and equipment. Other operating income and other operating expenses comprise items of a secondary nature to the main activities of the Group, including gains and losses on the sale of intangible assets and property, plant and equipment. Dividends from subsidiaries are recognised as income in the income statement when adopted at the General Meeting of the subsidiary. However, dividends relating to earnings in the subsidiary before it was acquired by the Parent Company are set off against the cost of the subsidiary. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax for the year consists of current tax for the year and deferred tax for the year. The tax attributable to the profit for year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity. Any changes in deferred tax due to changes to tax rates are recognised in the income statement. The Company is jointly taxed with SLP Holding 2016 ApS. The tax effect of the joint taxation with the subsidiaries is allocated to Danish enterprises showing profits or losses in proportion to their taxable incomes (full allocation with credit for tax losses). Goodwill acquired is measured at cost less accumulated amortisation. Goodwill is amortised on a straight-line basis over its useful life, which is assessed at 10 year. Patents and licences are measured at the lower of cost less accumulated amortisation and recoverable amount. Patents are amortised over the remaining patent period, and licences are amortised over the licence period; however not exceeding 3 year. Development costs and costs relating to rights developed by the Company are recognised in the income statement as costs in the year of acquisition. Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses. Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are: Other fixtures and fittings, tools and equipment 3-5 years Leasehold improvements 5-8 years The fixed assets’ residual values are determined at nil. Depreciation period and residual value are reassessed annually. The carrying amounts of intangible assets and property, plant and equipment and investments are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation. The recoverable amount of the asset is calculated as the higher of net selling price and value in use. Where a recoverable amount cannot be determined for the individual asset, the assets are assessed in the smallest group of assets for which a reliable recoverable amount can be determined based on a total assessment. Investments in subsidiaries are measured at cost. Where cost exceeds the recoverable amount, write-down is made to this lower value. Investments which are not traded in an active market are measured at the lower of cost and recoverable amount. Other fixed asset investments consist of deposits. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. Contract work in progress is measured at selling price of the work performed calculated on the basis of the stage of completion. The stage of completion is measured by the proportion that the contract expenses incurred to date bear to the estimated total contract expenses. Where it is probable that total contract expenses will exceed total revenues from a contract, the expected loss is recognised as an expense in the income statement. Where the selling price cannot be measured reliably, the selling price is measured at the lower of expenses incurred and net realisable value. Payments received on account are set off against the selling price. The individual contracts are classified as receivables when the net selling price is positive and as liabilities when the net selling price is negative. Expenses relating to sales work and the winning of contracts are recognised in the income statement as incurred. Prepayments comprise prepaid expenses concerning rent, insurance premiums and subscriptions. Deferred tax is recognised in respect of all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised in respect of temporary differences concerning goodwill not deductible for tax purposes and other items - apart from business acquisitions - where temporary differences have arisen at the time of acquisition without affecting the profit for the year or the taxable income. Deferred tax is measured on the basis of the tax rules and tax rates that will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. In cases where the computation of the tax base may be made according to alternative tax rules, deferred tax is measured on the basis of the intended use of the asset and settlement of the liability, respectively. Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off against deferred tax liabilities. Deferred tax assets and liabilities are offset within the same legal tax entity. Current tax receivables and liabilities are recognised in the balance sheet at the amount calculated on the basis of the expected taxable income for the year adjusted for tax on taxable incomes for prior years. Tax receivables and liabilities are offset if there is a legally enforceable right of set-off and an intention to settle on a net basis or simultaneously. Debts are measured at amortised cost, substantially corresponding to nominal value. Provisions are recognised when - in consequence of an event occurred before or on the balance sheet date - the Group has a legal or constructive obligation and it is probable that economic benefits must be given up to settle the obligation. The cash flow statement shows the Group’s cash flows for the year broken down by operating, investing and financing activities, changes for the year in cash and cash equivalents as well as the Group’s cash and cash equivalents at the beginning and end of the year. Cash flows from operating activities are calculated as the net profit/loss for the year adjusted for changes in working capital and non-cash operating items such as depreciation, amortisation and impairment losses, and provisions. Working capital comprises current assets less short-term debt excluding items included in cash and cash equivalents. Cash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, property, plant and equipment as well as fixed asset investments. Cash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payments to and from shareholders. Cash and cash equivalents comprise ”Cash at bank and in hand” and ”Overdraft facilities”. The cash flow statement cannot be immediately derived from the published financial records. Gross margin Gross profit x 100 / Revenue Profit margin Profit/loss of ordinary primary operations x 100 / Revenue Return on assets Profit/loss of ordinary primary operations x 100 / Total assets at year end Solvency ratio Equity at year end x 100 / Total assets at year end Return on equity Net profit for the year x 100 / Average equity