AI assistant
Columbus — Annual Report 2020
Mar 16, 2021
3396_10-k_2021-03-16_00585e97-1984-43cb-9d16-82be81831882.pdf
Annual Report
Open in viewerOpens in your device viewer
Digital transformation
for a better tomorrow
Annual Report 2020
Columbus A/S | CVR no. 13 22 83 45
Contents
Columbus
| About Columbus | 4 |
|---|---|
| Highlights | 5 |
| Resilience in a year impacted by a global | |
| pandemic | 6 |
Management's review
| 2020 outlined | 10 |
|---|---|
| Key figures and ratios | 11 |
| EBITDA margin remains stable and cash flow | |
| increases in a challenging year | 12 |
| Positioned to seize market growth | 18 |
| Outlook for 2021 | 21 |
Corporate governance
| Corporate governance | 24 |
|---|---|
| Corporate Social Responsibility | 28 |
| Helping our customers run a growing, profitable | |
| and sustainable business | 29 |
| Empower our People | 30 |
| Risk management | 33 |
| Notifications to Nasdaq Copenhagen | 36 |
| Group overview | 37 |
| The Board of Directors | 38 |
| Executive Board | 40 |
| Shareholder information | 41 |
Statement by management on the Annual Report 43 Independent Auditor's Reports 44
Financial statements
| Statement of comprehensive income | 49 |
|---|---|
| Balance sheet | 50 |
| Statement of changes in equity - Group |
51 |
| Statement of changes in equity – Parent company |
52 |
| Cash flow | 53 |
| Notes | 54 |
Resilience in a year impacted by a global pandemic
Read the letter from the Chairman of the Board and the Interim CEO
Stable EBITDA margins in a challenging year
Read the Management Review
32020About Columbus 4 Highlights 5 Resilience in a year impacted by a global pandemic 6
Columbus
Columbus is wellpositioned to become our customers' digital trusted advisor
About Columbus
Columbus helps ambitious companies transform, maximize, and futureproof their business digitally.
1989
Columbus was founded in 1989 It is headquartered in Denmark with offices and partners all over the world, delivering solutions and services locally—on a global scale.
More than 1,800 employees Columbus is a global IT services and consulting company with 1,800+ employees.
5,000+
Serving 5,000+ customers Columbus is serving 5,000+ customers worldwide. Columbus helps ambitious companies to maximize, transform and futureproof their business digitally.
9 doors
9 Doors to Digital Leadership® Columbus' innovative solutions and services portfolio 9 Doors to Digital Leadership® delivers end-to-end digital solutions like cloud ERP, Digital Commerce, Data & Analytics, and Application Management.
3 industries
Columbus creates digital solutions that address the lifecycle and sustainability demands of the retail & distribution; food & beverage products; and manufacturing industries.
Highlights
Columbus delivered stable results in a year impacted by Covid-19 with slightly improved EBITDA margin***.
1,655m
corresponding to a decline of 6%.
Cloud revenue (DKK)*
59m
corresponding to an increase of 41%
Recurring revenue (DKK)* **
corresponding to an increase of 6%
Profit after tax (DKK)*
55m
corresponding to an increase of 392%
Development in Cloud revenue (DKKm)
EBITDA (DKK)* ** ***
117m
corresponding to a decline of 6.5%.
Columbus Care revenue (DKK)*
152m
corresponding to an increase of 12%.
** For definition of Alternative Performance Measures, see page 102
*** Normalized EBITDA
Letter from the Chairman of the Board and the Interim CEO
Resilience in a year impacted by a global pandemic
2020 was in all aspects a very unusual year for Columbus, but despite a global pandemic, we succeeded in keeping our company strong, thus delivered above guidance and improved EBITDA margin. With determined focus on creating customer value we improved customer loyalty in difficult times, and we set the direction for our next journey with the launch of our new strategy, Focus23.
Stable results in a challenging year
Columbus came off to a strong start of the year with solid top and bottom line growth. When Covid-19 hit in March, many customers started holding back investments which consequently impacted our business slowing down sales, delaying tenders and postponing project deliveries.
Columbus is operating in markets and industries being impacted differently by the global pandemic. Our subsidiaries in the UK and
US have been mostly impacted by the lockdown whereas Scandinavia seems to get through the crisis slightly easier.
Our customers within retail have also been seriously impacted as the lock-down closed physical stores, whereas the food industry and manufacturing were less troubled.
Despite a global pandemic, 2020 was a year with progress in many areas of the business, especially our Business Units Dynamics Sweden and Norway delivered strong top-line growth.
Organic revenue declined by 8.5% and normalized EBITDA declined by 6.5%, however EBITDA margin improved slightly at 7.3%.
Our cloud business continued to grow and will continue to be a key market opportunity going forward. In addition, we saw good progress within Data & Analytics, Modern Workplace and Columbus Care.
Despite Covid-19, we have seen progress across our Business Units during 2020 and especially during Q4 where we started seeing our sales picking up with a good outlook for 2021.
Seen in the light of a global pandemic, we consider the results satisfactory and in line with expectations.
Acceleration of digitalization due to Covid-19
There is no doubt that Covid-19 has been the biggest digital transformation accelerator in recent times.
Columbus is already working with our customers digitally, however as Covid-19 hit, we were forced to turn our entire interactions with customers into 100% digital sales, delivery, and support - overnight. Despite a sudden change in our ways of working, Columbus' employees managed
to adapt to the new reality promptly and continued a determined focus on supporting our customers and deliver superior customer value in a difficult period.
During 2020, we have finetuned, optimized and adapted our sales and delivery model further to serve our customers in an entirely digital business environment. We have gained many new customers engagements by only meeting the customer digitally, and we have delivered a range of project implementations 100% remote with high quality, within time and on budget.
Improved customer loyalty
Creating value for our customers is by far the most important focus for us. We work continuously on improving customer relations, project delivery quality and customer service to ensure that we are our customers' preferred partner in their digital transformation journey.
During 2020, we have increased customer loyalty reaching an NPS (Net Promoter Score) of 24 at the end of the year. Since we initiated our customer loyalty program, Columbus Pulse, we have continuously improved and we have now reached a solid result which we aim to improve further with our new strategy Focus23.
Customer centricity is the cornerstone of our new strategy, and we will build our entire organization around creating value for our customers. We will build digital advisory skills which combined with our services and offerings portfolio 9 Doors to Digital Leadership® will ensure our
"I consider the results satisfactory and in line with expectations. I want to express my deepest thanks and gratitude to Columbus' employees for a fantastic effort during 2020"
Ib Kunøe, Chairman of the Board
customers a strategic partner in their digital transformation journey.
Full focus on our next strategy
2020 was a year of major transitions for Columbus. We announced our next strategic journey, initiated a global re-organization, and are in process of finding a new strong leader for Columbus.
The sale of To-Increase was a major first step in the transition to becoming a global consultancy.
The divestment of To-Increase to Gilde Buy Out Partners was completed 26 January 2021.The sale of To-Increase will impact the corporate equity by approximately EUR 90m/DKK 671m and the Parent
equity by approximately EUR 107m/DKK 794m. The Board of Directors proposes an extraordinary dividend of DKK 6 per share which will be adopted at the Annual General Meeting 27 April 2021.
In December, we divested our private cloud busines to Atea which was also part of simplifying our business. We can now focus on public cloud solutions that target our larger customers within the key industries Food, Retail and Manufacturing.
Focus23 will unleash the full growth potential and make it possible to gradually increase profitable growth to minimum 10% annually in 2023. We will intensify the focus on customer value, digital advisory and a simplified operating model. Our
"With a strong global team, market leading solutions and a robust financial position, we are ready to seize the opportunities in a promising market"
Hans Henrik Thrane, Interim CEO & Corporate CFO
goal is clear - to become our customers' digital trusted advisor by driving increased customer value. With a strong global team, market leading solutions and a robust financial position, we are ready to seize the opportunities in a promising market.
Thank you
On behalf of the Board of Directors, we would like to extend our sincere thanks to everyone in Columbus for contributing to keeping Columbus resilient during difficult times and keeping up the spirit while working from home. You are all making a huge effort every day and we are grateful for your dedication and loyalty to Columbus. Likewise, we would like to thank our customers for their business and trust in
Columbus for the past years, and we are pleased to welcome many new customers to Columbus. We look forward to advising and supporting you in your digital transformation journey.
Thank you to our shareholders for your continued support.
Ib Kunøe
Chairman of the Board
Hans Henrik Thrane Interim CEO & Corporate CFO
| 2020 outlined | 10 |
|---|---|
| Key figures and ratios | 11 |
| EBITDA margin remains stable and cash flow | |
| increases in a challenging year | 12 |
| Positioned to seize market growth | 18 |
| Outlook for 2021 | 21 |
Management's
review
Columbus is tying a bow on the 2020-strategy, ready to take Columbus to the next level with Focus23
2020 outlined
Revenue was in line with expectations and EBITDA was slightly above expectations.
A year of major transitions
2020 was the start of a major transition for Columbus with a sales process completed for the software company To-Increase. Furthermore, the Spanish entity was closed, and the earn-out for the iStone business adjusted accordingly. Finally, we ended the year with divesting our private cloud business to Atea.
Consequently, all numbers and comments are on the continued business, thus excluding assets classified as held for sale and discontinued operations.
In 2020, the Group delivered a decline in revenue of 6.0% resulting in revenue of DKK 1,655m. Reported EBITDA declined by 12.0% to DKK 138m. Result for the year after tax grew to DKK 55m.
Improved normalized EBITDA margin Adjusting for the acquisition of Advania in 2020 the organic revenue declined by 8.5%. The revenue decline resulted in normalized EBITDA of DKK 117m corresponding to a decrease of 6.5% providing normalized margin increase of 0.2 percentage points to 7.3%.
Full Year EBITDA above expectations In connection with the Q3 financial statement, Columbus readjusted the expectaupward based on the financial performance in Q3 2020, current order book and pipeline forecast. The full year guidance for 2020 for the continued business was expected in the range of DKK 1,600m and DKK 1,700m. Accordingly, reported EBITDA was expected to be in the range of DKK 125m and DKK 135m.
The realized revenue is in the middle of the adjusted guidance, while reported EBITDA was slightly above expectations due to a strong Q4 (DKK 4m - DKK 14m).
| 2020 | 2019 | Development |
|---|---|---|
| 1,655 | 1,761 | -6.0% |
| -44 | 0 | 0.0% |
| 1,611 | 1,761 | -8.5% |
| 138 | 157 | -12.0% |
| 35 | 39 | -11.6% |
| -46 | -71 | 36.0% |
| -11 | 0 | 0.0% |
| 117 | 125 | -6.5% |
| 7.3% | 7.1% | 2.2% |
DKKm Revenue Range EBITDA Range Q3 outlook total business incl. discontinued operations 1,750 - 1,850 190 - 200 2020 Full year result total business 1,787 204 DKKm Revenue Range EBITDA Range Q3 Outlook continued operations 1,600 - 1,700 125 - 135 2020 full year result continued operations 1,655 138
* For definition of Alternative Performance Measures, see page 102
tions for both top line growth and margin
Key figures and ratios
| DKK ´000 | 2020 | 2019 | 2018* | 2017* | 2016* |
|---|---|---|---|---|---|
| Income related figures | |||||
| Columbus Software licenses | 4,186 | 10,328 | 29,373 | 26,673 | 42,212 |
| Columbus Software subscriptions | 21,457 | 22,422 | 57,949 | 50,258 | 46,876 |
| Columbus Cloud | 16,295 | 8,365 | 15,547 | 6,248 | 1,975 |
| External licenses | 78,204 | 73,774 | 74,029 | 94,629 | 86,495 |
| External subscriptions | 175,856 | 194,797 | 206,658 | 190,119 | 190,327 |
| External cloud | 42,969 | 33,698 | 24,095 | 9,215 | 4,837 |
| Service | 1,301,955 | 1,386,122 | 1,432,109 | 822,551 | 796,401 |
| Other | 13,811 | 31,529 | 35,492 | 19,069 | 23,584 |
| Net revenue | 1,654,733 | 1,761,035 | 1,875,252 | 1,218,762 | 1,192,707 |
| Recurring revenue % of total revenue | 24.7% | 22.4% | 22.7% | 27.8% | 25.3% |
| EBITDA before share-based | |||||
| payment | 142,938 | 162,733 | 181,183 | 148,510 | 144,070 |
| EBITDA | 138,459 | 157,263 | 171,409 | 146,208 | 138,546 |
| EBIT | 83,044 | 12,632 | 107,516 | 106,729 | 105,271 |
| Net financial items | -17,211 | -10,734 | 7,925 | -5,099 | 2,032 |
| Profit before tax | 65,833 | 1,898 | 115,441 | 101,630 | 107,303 |
| Result for the year, | |||||
| continuing operations | 55,211 | -18,876 | 96,674 | 96,129 | 81,479 |
| Result for the year, discontinued operations |
-6,649 | 39,866 | 0 | 0 | 0 |
| Profit after tax | 48,562 | 20,990 | 96,674 | 96,129 | 81,479 |
| Balance sheet** | |||||
| Non-current assets | 987,440 | 1,127,381 | 1,140,954 | 584,274 | 551,726 |
| Current assets | 438,944 | 527,136 | 492,604 | 267,489 | 285,780 |
| Assets classified as held for sale | 214,481 | 0 | 0 | 0 | 0 |
| Total assets | 1,640,865 | 1,654,517 | 1,633,558 | 851,763 | 837,506 |
| Group shareholder equity | 712,421 | 665,354 | 636,339 | 549,112 | 469,813 |
| Minority interests | 3,184 | 3,126 | 3,381 | 3,031 | 1,774 |
| Total liabilities | 831,369 | 986,037 | 993,838 | 299,620 | 365,919 |
| Total liabilities relating to assets classified as held for sale |
|||||
| 93,891 | 0 | 0 | 0 | 0 | |
| Total equity and liabilities | 1,640,865 | 1,654,517 | 1,633,558 | 851,763 | 837,506 |
| DKK ´000 | 2020 | 2019 | 2018* | 2017* | 2016* |
|---|---|---|---|---|---|
| Investments in tangible assets | 4,248 | 5,957 | 5,907 | 5,106 | 8,799 |
| Cash flow | |||||
| Cash flow from operating activities | 190,862 | 189,146 | 124,294 | 103,708 | 124,708 |
| Cash flow from investing activities | -127,830 | -106,370 | -255,557 | -95,609 | -130,546 |
| Cash flow from financing activities | -43,972 | -45,853 | 154,663 | -15,365 | 19,981 |
| Cash flow from continuing operations | -10,542 | -13,141 | 0 | 0 | 0 |
| Cash flow from discontinued operations |
|||||
| 29,602 | 50,064 | 0 | 0 | 0 | |
| Total net change in cash and cash equivalents |
19,060 | 36,923 | 23,400 | -7,266 | 14,143 |
| Key ratios | |||||
| EBITDA-margin | 8.4% | 8.9% | 9.1% | 12.0% | 11.6% |
| Operating profit margin (EBIT-mar | |||||
| gin) | 5.0% | 0.7% | 5.7% | 8.8% | 8.8% |
| Equity ratio*** | 43.4% | 40.2% | 39.0% | 64.5% | 56.1% |
| Return on equity*** | 7.0% | 3.3% | 16.0% | 17.3% | 17.2% |
| Return on invested capital (ROIC)*** | 12.2% | 12.4% | 22.5% | 29.2% | 31.0% |
| Number of shares | 124,622 | 124,622 | 121,787 | 119,866 | 116,198 |
| Average number of shares | 124,622 | 123,012 | 121,370 | 119,101 | 115,628 |
| Book value of equity per share | |||||
| (BVPS) | 5.72 | 5.34 | 5.23 | 4.58 | 4.04 |
| Earnings per share (EPS) from | |||||
| continuing operations | 0.44 | -0.16 | 0.78 | 0.80 | 0.70 |
| Cash flow per share | 1.53 | 1.54 | 1.01 | 0.85 | 1.04 |
| Share price, end of period | 11.24 | 9.65 | 12.68 | 14.80 | 10.70 |
| Average full time employee for the | |||||
| period | 1,847 | 1,834 | 1,845 | 1,194 | 1,105 |
* 2016-2018 is not restated and include discontinued operations
** All 2016-2019 balance sheet items include continuing and discontinued operations
*** Key ratios are calculated with balance sheet items including assets classified as held for sale
The key figures and financial ratios above have been calculated in accordance with Danish Finance Society' "Recommendation & Financial Ratios"
EBITDA margin remains stable and cash flow increases in a challenging year
Columbus had revenue of DKK 1,655m in 2020 corresponding to a decline of 6.0%. Organically, the revenue declined by 8.5%. Normalized EBITDA declined by 6.5% to DKK 117m. Reported EBITDA declined by 12%.
The transition activities initiated in 2020 as the start of our next strategy - Focus23 jumpstarted the development to a global consultancy and impacted the financial numbers accordingly.
Revenue development
Cloud increased by 41% Cloud revenue continued to grow steadily by 41% due to the continued cloud conversion. Consequently, subscriptions decreased by 9% to DKK 197m and software
licenses decreased by 2% to DKK 82m.
The total software revenue declined by 1% to 339m.
Continued progress in Columbus Care Columbus Care continued to develop positively with a revenue increase of 13% to DKK 152m.
Services revenue declined by 6% to DKK 1,302m. The decline was impacted by the continued global Covid-19 uncertainty and the reduced number of consultants throughout the year.
Growth in recurring revenue
Recurring revenue grew by 4% to DKK 409m. The recurring revenue continues to constitute a larger part of the total revenue with recurring revenue constituting 25% of total revenue (2019: 22%).
Development in recurring revenue
Cloud Columbus Care contracts Columbus Software subscriptions External subscriptions
| DKKm | 2020 | 2019 | Development |
|---|---|---|---|
| Columbus Software licenses |
4 | 10 | -59% |
| Columbus Software subscriptions | 21 | 22 | -4% |
| Columbus cloud | 16 | 8 | 95% |
| External licenses | 78 | 74 | 6% |
| External subscriptions | 176 | 195 | -10% |
| External cloud | 43 | 34 | 28% |
| Services | 1,302 | 1,386 | -6% |
| Other | 14 | 32 | -56% |
| Total net revenue | 1,655 | 1,761 | -6% |
| EBITDA | 138 | 157 | -12% |
Software Licenses Software Subscriptions
Development in software revenue Development in services revenue
Cost development
Capacity adjustments reducing cost Staff cost decreased marginally to DKK 1,061m as an effect of the capacity adjustments early in the year to mitigate the expected Covid-19 impacts.
Less traveling reducing cost
Other external cost decreased by 17% to DKK 147m. The reduction is primarily related to less internal travel.
The reported EBITDA showed a decline – mainly due to a customer provision. The major fixed price project in Columbus Norway has been settled. The customer has engaged with Columbus in a new contract to complete the project on a time and material basis. In addition, Columbus had cost related to close down of the Spanish Business Unit, and as the Spanish Business Unit was part of the acquisition of iStone, the related earn-out was adjusted accordingly. The normalized EBITDA still decreased by 6.5% from DKK 125m to DKK 117m. This leaves a corresponding EBITDA margin increase of 0.2 percentage points to 7.3% due to the reduced staff costs and other external costs.
The reported result before tax increased to DKK 66m.
Cash
Cash flow from continued operations was negative DKK 11m. Operational cash flow increased DKK 24m to DKK 119m but was offset by higher investments. In total, Columbus' cash position improved by DKK 17m compared to 31 December 2019.
Accounts receivable
We have continued our close monitoring of accounts receivables and continue to have no significant loss on accounts receivable.
Equity
Columbus' equity has increased by DKK 47m since 31 December 2019, primarily due to the positive net result. With a total equity of DKK 716m, Columbus has a solvency of 43% (2019: 40%). The high solvency ratio together with the cash position leaves Columbus in a strong financial position that will be further strengthened when the proceeds from To-Increase is recognized in the result and equity in January 2021.
Development in business segments Western Europe normalized EBITDA improving 32%
Revenue declined by 1% to DKK 1,439m. Adjusting for the acquisition of Advania in 2020 the revenue declined by 4% to DKK 1,395m. The revenue decline is mainly due to a revenue decline in Denmark and UK (customer tenders and projects delayed due to Covid-19) which is only partly offset by an increase in Norway and Sweden.
Reported EBITDA increased by 18% to DKK 173m, but normalized for customer provisions, acquisition and earn-out the EBITDA increased by 32% to DKK 152m.
Eastern Europe
Revenue was stable at DKK 148m due to a revenue increase in Estonia and Lithuania offset by a decline in Russia of 7%. Service revenue grew by 1% to DKK 109m and Cloud revenue more than doubled with license revenue declining 15%.
North America continues revenue decline but increases EBITDA
Revenue declined by 17% to DKK 254m, but EBITDA increased by 143% to DKK 12m. The revenue decline was mainly driven by a continued decline in service revenue due to slower turnaround than expected and Covid-19 decreasing US investments. Due to the continued and massive presence of Covid-19 in the US, the turnaround for US is being slowed down. This is also changing the way customers are engaging and in order to meet the market demand we have started to operate the business in two different units to support improved customer engagement – one focusing on larger customers and one focusing on small and mid-market customers.
Revenue by business segments
Leading in cloud
770%*
growth from 2016 to 2020
for our new strategy
Solid foundation
*All numbers and comments are on the total business including discontinued operations and acquired businesses
Strong Columbus Care market position *
162%
growth from 2016 to 2020
Recurring Revenue constitutes *
27%
of total revenue in 2020
Columbus2020 – a solid foundation for our new strategy
All numbers in this section about Columbus2020 strategy is including the discontinued operations and acquired businesses.
2020 was the fifth and final year of the Columbus2020 strategy with the ambition of being the preferred service provider of
digital business solutions globally in key industries.
Having completed the Colubus2020 strategy in 2020, we reached most of our ambitions and we now have a solid starting point for taking Columbus to the next level.
Columbus2020 was built around three value drivers which measures the progress of the strategy execution:
- Growth in the services business
- Scaling of own software sale
- Recurring service revenue and cloud revenue
Growth in the services business
The services business is our largest revenue contributor and the main driver for top line growth. We aim to deliver higher productivity and quality in our services business to optimize delivery, minimize risk and control cost.
With the acquisition of iStone in 2018, our services business grew significantly with the Infor M3 and Dynamics services business from iStone.
In the period from 2016 to 2020, our services business grew by 89%.
Development in Services Business
DKKm
DKKm
Scaling of own software
Columbus Software generated high earnings and has historically been among the main drivers for bottom line growth. During the strategic period, we have converted our software business from mainly onpremise software solutions to nearly 100% cloud.
With the conversion to cloud, our software revenue mix has converted from on-premise software license to cloud subscriptions. Since 2016, Columbus Cloud has grown by 770%.
Our software subsidiary, To-Increase, constituted 58% of our software business in 2020. With the divestment of To-Increase, Columbus' software business will only constitute a minor part of our business going forward.
Recurring service revenue and cloud revenue
The recurring revenue consists of Columbus Software and third-party software subscriptions, cloud revenue and Columbus
According to Gartner 80% of all ERP customers will upgrade to the cloud by 2025.
Care revenue. Recurring revenue is an important component to improve predictability in our business.
Becoming 'cloud-based' is the license to operate and compete in the future, as it is the foundation for delivering software as-aservice, cost-effectively scale of our operations, and drive ecosystem enabled innovation.
Recurring revenue reached a high level of 28% in 2017. With the acquisition of iStone in 2018, we restated the long-term goal of reaching 30% in 2019 to a longterm target of 25% in 2021 as iStone had less recurring revenue than Columbus.
In 2020, the recurring revenue constituted 27% of total revenue, thus exceeding longterm target.
Leaders in cloud services
The transition from on-premise infrastructure to cloud or hybrid cloud started accelerating in 2017 which implied a significant change in Columbus' ERP business. The cloud conversion had a short-term negative impact on revenue as sale of cloud subscriptions is recognized on an ongoing basis instead of upfront at the time of sale and delivery.
However, the cloud adaption has been one of the biggest growth opportunities for Columbus during the past five years as most companies will upgrade their onpremise business applications to cloud.
During the past five years, our cloud business has grown by 1,113% and is continuing to grow.
In 2020, we launched a "cloud factory program" to accelerate the cloud migration and ensure our ERP customers a smooth migration to the cloud. The cloud factory initiative was launched across multiple business units in Columbus. We collaborated with Microsoft to conduct assessments of more than 100 enterprise customers globally. Internally, we created a robust framework, methodology, and process to migrate on-prem customers to the cloud. We also migrated the first set of customers to the cloud successfully.
Today, Columbus is positioned among the leaders within cloud ERP in our key industries.
Acquisition of iStone a game-changer
In 2018, Columbus acquired the Swedish IT services company iStone with 600 employees, global representation and a leading provider of business applications and Commerce solutions. iStone brought global leadership within Infor M3, Nordic leadership within digital commerce and a strong Microsoft Dynamics 365 position in the Nordics. Combined with Columbus' leading position within Microsoft Dynamics globally, our common market position was a game changer for Columbus.
Columbus Cloud Columbus Software Licenses Columbus Software Subscriptions
Development in recurring service revenue
DKKm
Columbus Care - a key competitive edge
Our Application & Infrastructure Management services, Columbus Care, has increasingly become a key market differentiator when customers are investing in new business critical applications running in the cloud.
Many companies are working with a hybrid portfolio, where some of their applications are in the cloud and some are on-premises. At the same time, the demand for business change continues to accelerate. The combination of these two things means that organizations are seeking ways to simplify application integration and ensuring high availability in a hybrid IT environment that has become even more complex.
Columbus Care has been a key focus area in the Columbus2020 strategy, and today, we have a well-established global Columbus Care organization and a strong market position within Application & Infrastructure Management Services. During the 2020 strategic period, Columbus Care contracts have grown by 162% from 2016 to 2020 (2016 DKK 58m – 2020 DKK 152m). Columbus Care will continue to be a major driver for bottom-line growth.
End-to-end digital solutions
The 9 Doors to Digital Leadership® was introduced in 2018 and is our global services and solutions framework which addresses the lifecycle demands of the retail, distribution, and manufacturing industries.
With the 9 Doors to Digital Leadership® portfolio we expanded our traditional core ERP services and solutions to address the customers' entire business challenge thus enabling us to expand our customer base and reach out to new markets.
Over the past five years, Columbus has developed the business from being mainly an ERP service provider to a business application service consultancy and among the leaders within digital transformation in our core industries.
Increasing customer loyalty
In 2016, we introduced Columbus Pulse, which is a global loyalty and satisfaction program that measures our customers' loyalty monthly – using the Net Promoter Score framework (NPS).
Columbus Pulse is used to review customer engagements making sure that Columbus and the customers are aligned and that expectations are met. By using Columbus Pulse proactively in customer
relationship management, we have managed not only to increase the score, but also to foster a more open dialogue and closer relationship with our customers.
During the strategic period, Columbus Pulse has improved gradually and in 2020, Columbus Pulse reached a score of NPS of 24 (2019: 14).
Global access to talent
Global sourcing is a key component of the Columbus strategy to meet the unique business requirements of our customers. Columbus' global delivery model enabled by global sourcing provides customers with end-to-end services distributed globally across geographies and time zones and yet based on consistent systems, tools and processes.
During 2020 Columbus continued to further grow and mature global access to talent through Global delivery centres in India, Poland and Czech Republic. These three centres put together are the backbone of Columbus Global Sourcing approach.
From a global people perspective, Columbus continued to grow its global sourcing in 2020. We added 85+ new team members to the global talent pool. The total size of the global talent pool is now 400+. We also increased the breath of competencies during 2020.
Business growth was achieved in areas of Data & Analytics, Modern Workplace, Automated Testing & QA, and Cloud Migration leveraging global delivery set-up.
High quality and risk management Process Excellence is a key strategic element of the Columbus2020 strategy to ensure high quality in our delivery organization.
We have implemented a range of initiatives within Quality in Delivery, Cloud Transitions, Release Management, Automated Testing, and a global process library with industry templates. In addition, we have implemented "scaled agile" as an addition in our delivery methodology called Columbus Navigator and the end-to-end guiding template for delivering enterprise cloud projects for Business Applications.
Our focus on high quality in deliveries has not only resulted in more profitable projects but has given us a competitive edge and increased customer loyalty during the past years.
Strong financial position
During the strategic period, EBITDA grew by 98% (including the discontinued operation).
Columbus' has a strong financial fundament with a solvency rate of 43% and a strong cash position of DKK 164m in 2020.
With a successful execution of the strategy Coulmbus2020, Columbus has a strong foundation for taking the business to the next level focusing on digital advisory.
Strong growth opportunities
Digital transformation remains a top priority and business leaders have now experienced the importance of business continuity in a world they cannot always foresee. Every industry has in some way been affected by the Covid-19 pandemic. For many companies Covid-19 demonstrated the fragility of supply chains and many enterprises suffered severe disruptions during the initial lockdown.
With Covid-19, strategic and business model change has rapidly translated, and continues to translate, into new challenges and priorities for leaders around the world.
In 2021, the demand for digital products and services will increase
According to a recent Gartner survey2 , 69% of boards report accelerating digital business initiatives in response to Covid-19. In fact, 76% of survey respondents to the 2021 Gartner CIO Survey1 say that demand for new digital products and services increased in 2020 and 83% say that it will increase in 20211 .
When asked to rank technologies they are using or plan to use in the next year: Digital workplace technologies to support work from home come out on top. Following behind are artificial intelligence/machine learning, robotic process automation, distributed cloud and multi-experience platforms. These emerging technologies automate processes and decisions, enabling a faster pace of business execution.
There is no doubt that Covid-19 has been the biggest digital transformation accelerator in recent times. And the CIO' relationship with the business is stronger than ever before2 .
As IT and business is further interlinked and crucial for the continued growth, companies are increasingly seeking a partner that can act as a strategic business partner in their digital transformation. A partner that understands the business strategy,
the industry processes and digital transformation - a digital trusted advisor.
Positioned to seize growth opportunities
During the past five years, Columbus has extended our business beyond ERP and today we offer a wide services portfolio within digital transformation - such as Data & Analytics, Digital Commerce, Cloud and Modern Workplace with strong annual growth rates.
In addition, Columbus has intensified the focus on services within digital transformation strategy, change management and management consultancy for our larger customers, and we have experienced an increasing demand for these competencies over the past couple of years.
Today, we act as digital advisor for a range of our key customers seeking our specific competencies and services linking business and digital transformation.
Focus23 will further position Columbus within this market space – digital trusted advisor for larger companies.
1 Gartner Survey: Top Priorities for IT: Leadership Vision for 2021
2 Seize This Opportunity For Digital Business Acceleration.
Focus23 – our new journey
On 12 November 2020, Columbus launched our new three-year strategy Focus23, which will be executed in the period 2021 until the end of 2023.
With Focus23, Columbus will unleash the full growth potential and make it possible to gradually increase profitable growth to minimum 10% annually in 2023.
The strategy contains an increased focus on digital advisory, customer value, and a simplified operating model.
Our ambition is to be our larger customers' preferred digital trusted advisor. This ambition will intensify our focus on creating value for our key customers with digital advisory and a broad range of digital offerings.
With the strategic decision of divesting To-Increase, Columbus has taken the first step to focus the business on digital advisory and services for larger customers within our key industries Food, Retail and Manufacturing.
Columbus is already well-positioned within Cloud ERP (Microsoft Dynamics and Infor M3) and a wide range of digital business
application services with the 9 Doors to Digital Leadership®. With Focus23, we accelerate the growth of key business areas such as Data & Analytics, Modern Workplace, Digital Commerce and Columbus Care.
Four drivers to unleash potential
Focus23 contains three strategic elements: Empower, Sustain and Delight, which combined with Focus & Simplify will take Columbus to the next level of becoming digital trusted advisor for our key customers.
Focused and simplified operation
The strategic element Focus & Simplify is the foundation for our new strategy. In order to ensure a profitable growth, we will implement a focused and simplified operating model to leverage global delivery capacity and synergies in the organization, including:
- A global operating model with local presence and global delivery
- A new customer centricity organization with focus on larger customers
- Uniform business processes to accelerate collaboration globally
"Our ambition is to be our larger customers' preferred digital trusted advisor. To realize that ambition we have defined a strategy based on three main strategic elements."
Empower – powered to drive customer value
By building global capabilities within digital advisory and intensify focus on customer centricity, we strengthen the customer relation and improve customer value.
Columbus is a people business and in order to deliver on our strategic goals, we rely on constant development of our highly skilled, engaged and loyal employees.
We will run two key programs under the Empower element:
- Accelerate you
- Lead for trust
The programs will ensure that we build appropriate digital advisory skills across roles, further strengthen career tracks and improve leadership skills and training.
Sustain – sustainability in everything By advising on industry sustainability within our key industries and offering digital solutions to run a sustainable business, we build trust and sustainable relationships with our customers.
We will intensify the focus on applying and implementing solutions within sustainability that address our customers' need for digitalization in a sustainable way.
We will run one key program under the Sustain element:
• Build to Sustain
The program will focus on developing sustainable offerings to our customers and establish a clear position for Columbus as a responsible company supporting and driving our selected SDGs.
Delight – dedicated to delight our customers
By creating higher value to our customers, we achieve a better customer experience resulting in higher customer satisfaction and long-lasting relationships and advocacy.
Columbus will implement a customer serving concept that puts the customers in the center of our organization. Customer loyalty is essential for growth.
We will run two key programs under the Delight element:
- Understand Customer
- Deliver Delight
The programs will focus on developing Strategy & Change capabilities and offerings, develop our customer segmentation and extend customer feedback with Columbus Pulse. In addition, improvement of quality and value in delivery are key initiatives in the Deliver Delight program.
Phased strategy execution
The execution of the three strategic elements; Empower, Sustain and Delight will run in a phased manner.
In 2021, we will focus on building and initiating the different programs under each of the strategic elements. We will engage our leaders and employees globally to ensure engagement, involvement and ownership in the organization.
Outlook for 2021
We are laying behind us the most unprecedented year in modern history, thus entering 2021 with a second wave of Covid-19. However, we can now see the light at the end of the tunnel.
2021 is expected to be the year of stabilization, and a reset for a number of disruptions experienced this year with an economic recovery to follow. Global GDP growth is forecasted to reaching 5.8%3 building on expected widespread distribution of vaccines during the second half of 2021, leading to ease of mobility and slowly openings of societies.
The digital transformation is expected to accelerate post covid-19 with emphasis on making supply chain more resilient, optimize remote workplaces, improve cloud infrastructure, scaling up digital commerce and infusing data and analytics into the core of the business' to predict and reach to market challenges promptly.4
Columbus is well positioned to capture the global market trends, which are
representing our key growth areas in the newly announced Focus23 strategy.
However, as we are not yet post Covid-19, our focus is to continue to stay resilient during uncertain times. As a global company with customers around the world, Columbus is subject to day-to-day varying market conditions due to Covid-19, and lockdowns and mobility restrictions continue to impact our customers and our employees.
We expect the extraordinary uncertainty in our marketplace will remain throughout 2021, but with positive trends and growth within digital transformation.
Focus23: Build-plan-execute
2021 will be an exciting year for Columbus with the start of Focus23. In 2021, we will focus on further defining our strategic programs, target setting and initiate executing, as described in the Focus23 paragraph on page 18.
The strategic element Focus & Simplify is already in execution phase with a global roll-out of business processes, customer centricity organization and a global operating model.
Top priorities for 2021
In 2021, the top priorities will be:
- On-boarding of new CEO to Columbus
- Build-plan-execute the three strategic programs under Focus23; Empower, Sustain and Delight
- Roll-out global business application platform
- Implement new global operating model
- Mitigating risk related to Covid-19
- Cost savings and cost-efficient operations
• Grow 9 Doors to Digital Leadership with special focus on Data & Analytics, Modern Workplace and Digital Commerce
Financial Guidance
Despite the continued Covid-19 uncertainty and the negative market impact, the management believes that there continues to be good business opportunities going forward and Columbus continues to react promptly to changes in our markets, thus mitigating risks and keep business in good health.
Columbus' ambition is to gradually increase profitable growth to minimum 10% annually in 2023.
| DKKm | Revenue | EBITDA | ||||
|---|---|---|---|---|---|---|
| 2021 Outlook 1,650 |
- 1,800 |
125 | - | 150 | ||
| Implied growth to 2020 result 0% |
- 9% |
-2% | - | 18% |
Based on the financial performance in 2020, current order book and pipeline forecast, our guidance for full-year 2021 is as follows:
Revenue is expected to be in the range of DKK 1,650m – 1,800m corresponding to a growth of 0%-9%.
EBITDA is expected to be in the range of DKK 125m – 150m corresponding to a decrease of 2% to an increase of 18% compared to the 2020 EBITDA adjusted for customer provision and earn-out adjustments.
Events after the balance sheet date Divestment of To-Increase
On 26 January 2021, Columbus completed the divestment of its software company To-Increase in Holland to Gilde Buy Out Partners and the management of To-Increase for a price (Enterprise Value) of EUR 113m. The transaction was effective as of 26 January 2021.
The total net proceeds of EUR 115m/DKK 858m were paid in cash at completion. The sale of To-Increase has impacted the corporate equity by approximately EUR 90m/DKK 671m and the Parent equity by approximately EUR 107m/DKK 794m.
The Board of Directors proposes an extraordinary dividend of DKK 6 per share which will be adopted at the Annual General Meeting 27 April 2021.
| Columbi | ||
|---|---|---|
| Corporate Social Responsibility | 28 |
|---|---|
| Helping our customers run a growing, profitable and | |
| sustainable business | 29 |
| Empower our People | 30 |
| Risk management | 33 |
| Notifications to Nasdaq Copenhagen | 36 |
| Group overview | 37 |
| The Board of Directors | 38 |
| Executive Board | 40 |
| Shareholder information | 41 |
Statement by management on the Annual Report 43 Independent Auditor's Reports 44
Corporate
governance
Corporate governance
Columbus is committed to follow the Danish Recommendations on Corporate Governance of 23 November 2017, issued by the Danish Committee on Corporate Governance. Accordingly, the Board of Directors continuously considers the updated recommendations in order to determine which are relevant for Columbus, considering the size, ownership structure, nature of the Company and the Company's business model.
Each year, in connection with the Annual Report, Columbus A/S publishes the statutory report on Corporate Governance, cf. Section 107b of the Danish Financial Statements Act.
Columbus complies with 40 recommendations, does not comply with seven recommendations and partly complies with two of the recommendations. Deviations are all explained in the statutory report on Corporate Governance for 2020 according to the "comply or explain principle".
Shareholders
The shareholders have the final authority over the company and exercise their right to make decisions at the Company's General Meetings.
Management
Columbus has a unified management structure consisting of a Board of Directors and an Executive Board. The two bodies are separate, and no one serves as members of both.
The Board of Directors is responsible for the overall management of the Company on behalf of the shareholders and supervises the Company and the work of the Executive Board. The Executive Board is responsible for the day-to-day management. Together with the Executive Board, the Board of Directors determines goals and strategies, and approves budgets and action plans.
Board of Directors
The Board of Directors in Columbus A/S consists of four members: Ib Kunøe, Sven Madsen, Peter Skov Hansen and Karina Kirk Ringsted. The Board members are elected for one year at a time with the option for re-election.
Two out of the four members elected by the General Meeting are independent members, and none of the Board members participates in the day-to-day operation of the Company.
The Board of Directors holds at least ten meetings a year according to a meeting schedule planned one year in advance on the Board meeting in December. Extraordinary Board meetings are held according to need. In 2020, 14 Board meetings were held. All Board members attended all meetings.
The Executive Board participates in Board meetings in order to ensure a direct dialogue and that the Board of Directors is well informed about the operation of the Company.
In 2020, the Board of Directors focused on the following areas:
- Covid-19
- Financial reporting
- Capital and share structure
- Organization and activities
- Strategy
- Risk management and internal controls
- Budgets
For more details about the members of the Board of Directors and the members of the Audit Committee, see "Board of Directors and Executive Board" on page 38
Executive Board
The Board of Directors appoints the Executive Board and determines the terms of
employment. The Executive Board is responsible for the day-to-day operation and management of Columbus, including strategy, budgets and targets for the Company. The Executive Board currently consists of one member, Interim CEO & Corporate CFO Hans Henrik Thrane. Columbus is in the process of hiring a new CEO.
Audit Committee
The purpose of the Audit Committee is to supervise accounting, audit, risk and controlling issues. The Audit Committee consists of Peter Skov Hansen (Chairman) and Sven Madsen. One of the two members of the Audit Committee (Peter Skov Hansen) is considered an independent member.
The tasks of the Audit Committee have been determined in a Terms of Reference, which have been approved by the Board of Directors. The Terms of Reference are available on the Company's website. The Committee determines the meeting frequency. In 2020, five meetings were held. Both Audit Committee members attended all meetings.
In 2020, the Audit Committee focused on the following areas:
- Audit planning
- Financial reporting and compliance
- Risk management and internal controls
Evaluation of performance
The Chairman of the Board is responsible for conducting an annual evaluation of the competencies of the Board of Directors, the cooperation between the Board of Directors and the Executive Board, and the performance and results of the Board of Directors and the Executive Board, including the areas operation, finance, strategy, organization and management.
The individual Board and Executive Board members anonymously complete an online survey. The results of the evaluation are presented and discussed at the subsequent Board meeting.
Based on the evaluation, which was conducted in 2020, it was concluded that the work of the Board of Directors and Executive Board is efficient, and that the composition of the Board of Directors is appropriate in terms of professional experience and relevant special competences to perform the tasks of the Board of Directors.
Remuneration
Columbus' remuneration policy determines the frame for fixed and variable remuneration for the Board of Directors and the Executive Board.
The overall objective with Columbus' remuneration policy is to ensure:
- That Columbus will constantly be able to attract, motivate and retain qualified members of the Board of Directors and the Executive Board.
- Aligned interests for the company's shareholders, Board of Directors and the Executive Board.
- Promoting of the long-term interests and sustainability of Columbus and fulfilment of its business strategy shortterm and long-term.
The guidelines, which are available on the Company's corporate website, were adopted by the general meeting in April 2020.
Board of Directors
Members of the Board of Directors in Columbus A/S receive a fixed annual basic remuneration. The Chairman of the Board receives triple basic remuneration. The Chairman of the Audit Committee receives and additional remuneration of 50% of the basic remuneration, and other members of the Audit Committee receives an additional remuneration of 25% of the basic remuneration. In addition, potential travel expenses related to board meetings are reimbursed. In addition, the Board of Directors may allot share-based instruments, if the Board of Directors considers it expedient in order to encourage common goals for Columbus's management and shareholders.
The Board of Directors evaluates its remuneration at least once a year. When determining the remuneration, the Board takes into consideration benchmarks from other companies, responsibilities and qualifications.
In March 2020 it was announced that the Board of Directors had reduced their fees by 30% due to the Covid-19 crisis. The overview below shows the total remuneration for the Board of Directors in 2020.
Total remuneration of the Board of Directors in 2020
| Audit Committee | One-off bonus | ||||
|---|---|---|---|---|---|
| DKK'000 | Fixed fee | fee | Total | ||
| Board of Directors | |||||
| Ib Kunøe (Chairman) | 210 | 0 | 210 | ||
| Sven Madsen (Deputy Chairman) | 70 | 18 | 1,000 | 1,088 | |
| Peter Skov Hansen (member) | 70 | 35 | 105 | ||
| Karina Kirk Ringsted (member) | 70 | 0 | 70 |
* Sven Madsen earned an one-off bonus in relation to the sale of To-Increase. See Remuneration Report for further details regarding this one-off bonus www.columbusglobal.com/Investors/Remuneration
Executive Board
The Board of Directors determines the remuneration of the Executive Board. The size and components of the remuneration to the Executive Board are evaluated on yearly basis.
The Executive Board receives a fixed remuneration. In addition to the fixed remuneration, other benefits such as pension contribution, company car, insurances and other normal benefits related to local conditions may be agreed to cover the Executive Board member's daily performance. Furthermore, an allowance or reimbursement of additional costs related to stationing is offered. The fixed fee is determined based on market standard hereunder scope of responsibility and qualifications.
In addition to the fixed remuneration, variable incentive programs may be allotted. Incentive programs may comprise any form of variable remuneration, including share-based instruments such as share options, warrants and phantom shares as well as non share-based bonus schemes both ongoing, single-based and eventbased.
In March 2020, it was announced that the Executive Board had reduced their remuneration by 30% of their total On Target Earning (OTE), which includes fixed salary, other benefits and short-term bonus, for the remaining part of 2020 due to the Covid-19 crisis. The 30% reduction did not apply to one-off bonuses and share-based instruments.
On 27 August 2020 Thomas Gregers Honoré left his position as CEO & President but remains under contract with Columbus until the end of February 2022.
The overview below shows the total remuneration of the Executive Board in 2020.
Pursuant to Section 139b of the Danish Companies Act, Columbus has prepared a Remuneration Report for 2020 which is available at the Company's corporate website. The Remuneration Report provides an overview and detailed description of the total remuneration received by each member of the Board of Directors and of the Executive Board for the 2020 financial year with comparative figures for past financial years where relevant.
Diversity and inclusion
Pursuant to Section 99b of the Danish Companies Act, the Board of Directors have set targets for the gender distribution in Columbus. The targets are reviewed annually5 .
According to the Danish Business Authority's guidelines on target figures, policies and reporting on the gender composition
In 2019 the gender distribution at management level in Columbus A/S constituted 21% women and 79% men. At the end of 2020, the percentage of women at management level had increased to 28%.
Remuneration of the Executive Board in 2020
| Fixed remuneration | Variable remuneration | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| DKK ´000 | Fixed base salary |
Pension | Other benefits | Special allowance |
Total | Short-term bonus |
One-off bonus | Share-based instruments |
Total | Total fixed & variable remu neration |
||
| Thomas Honoré, CEO (until 27 August 2020) | 2.541 | 0 | 136 | 0 | 2.677 | 0 | 2.000 | 431 | 2.431 | 5.108 | ||
| In percent | 50% | 0% | 3% | 0% | 52% | 0% | 39% | 8% | 48% | 100% | ||
| Severance pay* | 7.517 | 7.517 | 7.517 | |||||||||
| Hans Henrik Thrane, CFO | ||||||||||||
| (Interim CEO & CFO from 28 August 2020) | 2.554 | 0 | 204 | 0 | 2.758 | 0 | 2.985 | 431 | 3.416 | 6.174 | ||
| In percent | 41% | 0% | 3% | 0% | 45% | 0% | 48% | 7% | 55% | 100% | ||
| Total without special arrangements | 5.095 | 0 | 340 | 0 | 5.435 | 0 | 4.985 | 862 | 5.847 | 11.282 | ||
| In percent | 45% | 0% | 3% | 0% | 48% | 0% | 44% | 8% | 52% | 100% |
* In connection with Thomas Honoré's resignation, the Board of Directors determined an allowance of DKK 7,517 thousand for the period September 2020 to end February 2022. This corresponds to 2019 level fixed basic salary, on-target bonus and other benefits and is thus in accordance with the remuneration policy. The severance pay is expensed in the financial year 2020.
This means that at the end of 2020, Columbus reached the target set in 2019 to reach a minimum of 25% female managers by the end of 2023.
Columbus has decided to increase the future target to obtain a minimum of 35% female managers in Columbus A/S by the end of 2023.
Pursuant to Section 99b of the Danish Financial Statements Act, Columbus has prepared a statutory report on gender distribution as part of the CSR Report 2020, which is available at the Company's corporate website.
Columbus A/S has no diversity and inclusion policy covering the Company's Group Management (Board of Directors and Executive Board), cf. Section 107d of the Danish Financial Statements Act.
So far Columbus has not found it relevant with specific diversity targets, besides gender distribution, for the Group Management, since the Company, due to its global structure, already has a high diversity in terms of nationality, age and educational background in its Business Unit management.
The composition of the Board of Directors is considered appropriate in terms of professional experience and relevant special competencies to perform the tasks of the Board of Directors.
Columbus works with diversity and inclusion broadly at a global level. Columbus' people focus areas, including diversity and inclusion are described in Columbus' CSR Report 2020, which is available at the Company's corporate website.
Internal controls and risk management related to financial reporting
The intention of Columbus A/S' internal control system is to eliminate or mitigate significant risks identified in the financial reporting, and that material errors and inconsistencies in the financial reporting process are identified and corrected.
Overall control environment
The Board of Directors has the overall responsibility for Columbus A/S' internal controls and has approved Group policies related to internal controls, standards and procedures for financial reporting.
The Board of Directors has appointed the Audit Committee to assist the Board of Directors with supervising the financial reporting process and monitoring the effectiveness of the internal controls and risk management system.
The responsibility for maintaining efficient internal controls and a risk management system in connection with the financial reporting lies with the Executive Board which in cooperation with the Board of Directors annually evaluate the control system of the Group. Responsibilities, authorities and procedures relating to essential areas are defined in a Group policy which is approved by the Board of Directors.
Risk assessment
The Board of Directors and the Executive Board assess the risks that Columbus A/S is exposed to, including risks related to the financial reporting process annually.
On an ongoing basis, the Audit Committee monitors the effectiveness of the internal controls for financial reporting and reviews and discusses material and relevant changes to accounting principles, including implementation of these.
Control activities and monitoring
All companies in the Columbus Group report financial and operational data to the head office on a monthly basis. The reporting includes comments to the financial and business development. Based on this reporting the Group's financial statements are consolidated and reported to the Group management. As part of this process, monthly business reviews and controlling meetings are held, and control visits to all operational companies in the Group are performed on an ongoing basis in order to ensure that material errors in the financial reporting are discouraged, discovered and corrected.
The need for an internal audit is considered annually by the Audit Committee. However, due to the size of the Company and the established control activities the Audit Committee so far considers it unnecessary to establish an independent internal executive audit board.
Information and communication
Columbus has implemented a formalized reporting process for monthly, quarterly and annual reporting as well as for budgeting and forecasting.
Columbus' reporting manual and other reporting instructions are updated on an ongoing basis. All updates are communicated to the global finance organization. All employees have access to reporting manuals and instructions.
Whistleblower function
As part of the risk management, Columbus has established a whistle-blower function for expedient and confidential notification of possible or suspected wrongdoing. At the end 2020, no cases had been reported through the whistle-blower scheme.
Further information
The statutory report on Corporate Governance for 2020, cf. section 107b of the Danish Financial Statement Act is available at: www.columbusglobal.com/Investors/Corporate Governance Statements
Remuneration Policy, including guidelines for incentive programs, cf. section 139 and 139a of the Danish Companies Act is available at: www.columbusglobal.com/Investors/Remuneration
The Remuneration Report for 2020, cf. section 139b of the Danish Companies Act is available at: www.columbusglobal.com/Investors/Remuneration
The statutory report on gender distribution for 2020, cf. section 99b of the Danish Financial Statements Act is available as part of the CSR Report at: www.columbusglobal.com/Investors/CSR
Corporate Social Responsibility
In Columbus, we are committed to contribute to the UN Sustainable Development Goals. In 2019, we took an important step to focus on five of the 17 SDGs. In each of the SDG targets, we have formulated our commitment and focus points:
We commit to gender equality and continue to increase the
proportion of women in Columbus.
for all.
safe working conditions for our people and we strive to foster an inclusive workplace where people thrive and grow with equal career opportunities
We help our customers modernize their in-
frastructure by building new, innovative digital solutions that help our customers run a sustainable business. consumption and production Climate action
reduction, recycling and reuse in our offices globally. We develop innovative digital solutions that monitor, analyse and report production patterns in order to help our customers reduce waste and loss in production and optimize supply chain to enable sustainable production patterns.
We reduce our environmental footprint globally
by reducing flight travel, recycle and optimize our consumption and energy mix.
Columbus support the UN Global Compact
Columbus has been part of
the UN Global Compact since 2012, which shows our commitment to being socially and environmentally responsible.
Columbus supports and enacts ten general principles of corporate social responsibility.
These principles are based on internationally recognized conventions on human rights, labour standards, environment and anti-corruption.
More Information
The full CSR Report for 2020 is available at: www.columbusglobal.com/Investors/CSR
Helping our customers run a growing, profitable and sustainable business
With ever-increasing emphasis on sustainability, organizations seek new, innovative business models to future-proof, transform, and modernize their infrastructure. Columbus helps our customers futureproof their business by enabling them to run a sustainable, growing, and profitable business through digitalization.
Columbus has strong domain knowledge within key industries based on more than 30 years of experience and profound insights with more than 5,000 customers. As sustainability is becoming increasingly important, we are stepping forward and leading our customers in creating a better tomorrow.
We offer end-to-end sustainable digital solutions such as Cloud ERP, Digital Commerce, Data & Analytics, and Application Management and advisory services to address the lifecycle and sustainability demands of the manufacturing, food, and retail and distribution industries.
Manufacturing
An acute shortage of skilled workforce, expensive machinery, and increasing production costs have a high impact on the manufacturing sector. Columbus supports manufacturers to stay ahead of the
competition curve by bringing Industry 4.0 best practices into the picture. We enable the players to upgrade their technological capabilities and build a sustainable, reliable, and resilient infrastructure.
Our services include, but are not limited to, efficient global supply chain integration, IoT for improved connectivity, personalization and configuration, as well as artificial intelligence and machine learning-related expertise for demand prediction and planning.
This results in streamlined production at a lesser cost, and an efficient global supply chain.
Food, Beverage & Process
The last few decades have seen an infuse of IT in the food and beverage industry. Increased competition from medium and small companies and evolving consumer needs necessitate food manufacturers and retailers to build capabilities around technology for pricing, to forecast customer demand, ensure high levels of quality in a highly regulated industry.
Columbus solutions help our clients increase transparency and traceablity across the supply chain to ensure a
granular MRP. Columbus solutions help our customers respond to changing customer dietary preferences and compliance mandates by minimizing wastes, improving the efficiency of supply chains and inventories, optimizing delivery routes, automating manual processes, and ensuring that the food products adhere to the highest quality and safety standards.
Retail & Distribution
A modern-day consumer goes through several touchpoints before making a purchase. Columbus enables retailers, distributors, and brands to ensure a seamless customer experience throughout this journey. Our solutions enable our clients to provide a unified customer experience across all channels and touchpoints, optimize costs with centralized inventory management, increase order values through improved engagement, maximize revenue from existing customers, and gain new customers.
New Sustainable Solutions in 2020 During 2020, Columbus has continued to develop new offerings within sustainability and closely work with our customers to support their sustainability journey.
Below is a selection of our sustainability solutions:
- Route optimization: Helping our customers reduce carbon emissions, as well as ensure faster transportation, by determining the most cost-efficient route.
- Resource productivity: Working with our customers to maximize resource productivity by providing solutions for uninterrupted communication, file storage and sharing, as well as ensuring security.
Sustainable operations: Helping our customers in developing a cost-effective supply chain to meet the ever-changing customer needs and future-proofing their organizations
Empower our People
Columbus is built on our talented people serving our customers all over the world around the clock. Attracting, developing, and retaining our talents is crucial for Columbus and will continue to be a key part of our new strategy Focus23. With Covid-19 we have proven the resilience of our global community, the fighting spirit in our teams and the dedication from all our people to go that extra mile for our customers even in difficult times.
Columbus is a people business and our employees are our greatest asset. Therefore, it is crucial that we attract, develop, and retain the best people in the industry.
We want Columbus to be a company smart people join and where they stay for many years. Key success factors to attract talents are to ensure that Columbus has a strong employer brand and is known as a workplace with attractive working conditions and great professional and personal development opportunities.
To ensure an attractive career path and support high performance across Columbus, we are setting individual targets in our Performance Excellence Program that support business strategy, operational and financial goals and we support individual learning and career development in our Career and Competence Framework.
A key element to continue to develop competences is our Columbus Academy – our global virtual training framework – which is constantly extended to develop our highly skilled, engaged, and loyal employees.
A resilient team - physically apart but mentally close
As the global pandemic hit the world in March, Columbus' focus was on taking care of our employees and overnight we initiated 100% remote working for all.
In most of our locations, our employees have had to work from home since March. Even though we have been used to working together digitally internally across Columbus for many years, having to work from home full-time was a significant change in many employees' everyday lives.
However, the readiness for change, the fighting spirit, and the dedication to take care of colleagues and customers in a difficult time, has proven the resilience of our global community. We might be socially apart but mentally; we are still closely connected.
To ensure the wellbeing of employees, Columbus implemented several initiatives, such as videos from the CEO with updates to all employees and daily "Inspiration for you" e-mails with ideas on how to stay in touch with colleagues, guides to working remote, guides to ensure efficient Teams meetings, Columbus Academy courses, exercise inspiration and sharing of home office photos and fun things to do at home.
We are confident that we have a strong community and together we will continue to stay strong.
Empower our People
Motivated, dedicated and skilled people are crucial for reaching our ambitious goals. Therefore, we continue the strategic focus on our people with our new strategy Focus23. The strategic element Empower will focus on development of our highly skilled people, build digital advisory skills, further ensure exciting career tracks and improve leadership skills across Columbus.
We are excited about the new strategic journey ahead of us.
Preparing for the future is good business
Business Development transform
your strategy and business model
Digital Advisory
maximize
your operations and supply chain
Sustainable growth
futureproof
your customer value add
Risk management
As a global company operating in a continuously changing environment, Columbus is exposed to a number of commercial and financial risks. Consequently, it is essential for the Company to ensure that risks are constantly identified, monitored and controlled in order to reduce potential negative impact on growth, activities and results.
As Columbus has grown and developed over time, focus on risk management has increased and become an integrated part of the Group's business activities. By constantly monitoring and mitigating risks, Columbus aims to reduce risks to an acceptable level in order to reduce potential negative impact on growth, activities and results.
Columbus risk management is organized according to the "Three lines of defence" model which organizes roles and responsibilities for risk decisions and controls to ensure efficient risk management and governance.
The Executive Board is responsible for the ongoing risk management and continuously considers and reviews key risks. Risk management is reported to and discussed with the Audit Committee at committee meetings during the year.
Once a year, a formalized updated risk assessment, including measures to mitigate
risks, is reported to the Board of Directors for approval.
The Board of Directors has the final responsibility for the Group's risk management, whereas the Audit Committee supervises compliance with the framework determined by the Board of Directors and the Executive Board.
Risk definition
Columbus' is exposed to a number of commercial and financial risks that potentially could reduce the ability to realize the Company's strategic and operational objectives. Risks are evaluated in terms of: Probability that the risk will materialize
Risk handling
Columbus constantly strives to bring risks to a level that is acceptable. Columbus' seeks to transfer the risk to a third party and/or to mitigate the risk seeking to minimize the exposure. Ultimately some risks will remain that Columbus accepts. By constantly monitoring and mitigating these risks, Columbus aims to reduce them to an acceptable level.
Risk grouping
Columbus groups the risks in Commercial and Financial risks.
Columbus' potential to realize the Company's strategic and operational objectives is exposed to several commercial risks, such as the ability to adapt to market changes, project and contract risks, employee dependency and partnership with software providers.
Due to Columbus' international activities, investments and financing, the Group's earnings and equity are impacted by changes in currency rates, interest rates, liquidity and credit risk. The overall objective of the financial risk management is to reduce the sensitivity of earnings to fluctuations in economic trends.
The Parent Company controls the financial risks in the Group centrally and coordinates the Group's liquidity management, including provision of capital and placement of excess liquidity pursuant to the "Finance policy and financial risk management guidelines" determined by the Board of Directors and the Executive Board.
These guidelines are updated and approved by the Board of Directors annually, based on a low risk profile so that currency and interest risks only emerge in commercial conditions.
Internal controls and risk management related to financial reporting are described on page 27 under "Corporate Governance" and are included in the Company's Statutory Corporate Governance statement, cf. section 107b of the Danish Financial Statements Act which is available on Columbus' website.
The top risk issues are further described on the next page.
Risk issues and actions
IT, GDPR and cybercrime Project and contract
risks
Columbus is a knowledge-intensive company and in order to continuously offer optimal solutions, develop innovative products, and ensure satisfacsary to attract, retain and develop the right employees.
Employee dependency Competitive pressure and market changes
Partnership with software providers
Columbus' business is to a wide extent based on implementation and servicing of customer solutions based on third party software and cloud products. Partnerships with our software and cloud providers is of crucial importance to the implementation of Columbus' busi-
Loss of partnership agreements or deteriorating relationships could have a significant negative impact on the overall business. Probability is considered low and impact medium/high.
Columbus has strong strategic partnerships with Microsoft and Infor, among others. Columbus is in close dialog with our major partners on an ongoing basis, which is mitigating the risk of sudden incidents to deteriorating the
| Risk | Key IT risks are unauthorized attacks and operational de pendency and potential non compliance to personal data regulation including General Data Protection Regulations (GDPR). |
It is crucial to Columbus' ser vices projects to be able to exe cute high quality at the agreed time and price. Risks are at tached to the Sale, Analysis and Design, Development, Im plementation and Deployment phases. |
Columbus is a knowledge-in tensive company and in order to continuously offer optimal so lutions, develop innovative products, and ensure satisfac tory financial results, it is neces sary to attract, retain and de velop the right employees. |
Rapid changes and competitive pressures from both existing and new competitors in the IT market provide a risk of losing relevance. |
ness strategy. |
|---|---|---|---|---|---|
| Impact | Business interruptions, property theft and regulatory conse quences leading to financial losses and reputational dam age. Potential impact is consid ered high, but mitigation re duces risk and probability. |
Incorrect pricing and unclear scoping pose a risk of cost overruns and delivery risks. Probability is considered low/medium and impact me dium. |
Lack of talent will limit the future growth and loss of key employ ees could have negative impact on the existing business. Both probability and potential impact is considered medium. |
Failing to spot and follow mar ket trends and development could have a negative impact on the growth opportunities and existing business. Both proba bility and potential impact is considered medium. |
|
| Mitigation | Columbus is in the process of adopting the ISO 27001 and 27002 framework and uses ITIL v3 standards for IT operations to follow a best practice ap proach to IT service manage ment. Cyber security prevention tools and awareness have been further upgraded during 2020. Part of the risk is transferred to a third party through cybercrime insurance. |
By focusing on the sales phase, we are striving towards repeti tion in solving the customer problems and the procedures by which these problems are managed. Through project re views and ongoing analyses before, during, and after initia tion, Columbus aims that con tracts are entered into with the correct pricing and estimations. |
Columbus has the goal of being an attractive workplace and achieves this through incentive programs, attractive working conditions, employee and man ager development, and placing great importance on the com pany culture. All employee's heartbeat (based on NPS ap proach) are measured on a monthly basis to ensure good culture, personal progress and employee development |
Columbus is continuously im proving and developing new market and industry relevant services and solutions with the 9 Doors to Digital Leadership® We measure and react to cus tomer loyalty, we monitor mar ket development and competi tion. We constant development our skilled employees to ensure high quality in delivery of pro jects and services. |
partnership. |
Notifications to Nasdaq Copenhagen
| 2020 | ||
|---|---|---|
| 1 | 6 January | Columbus acquires Advania Business Solutions in Norway |
| 2 | 17 February | Incentive scheme |
| 3 | 18 February | Transactions by members of senior management in shares issued by Columbus A/S and related securities |
| 4 | 19 February | Amendment of Articles of Association |
| 5 | 24 March |
Columbus Annual Report 2019 |
| 6 | 24 March | Columbus Financial Result for 2019 |
| 7 | 25 March | Transactions by members of senior management and Board of Directors in shares issued by Columbus A/S and related securities |
| 8 | 27 March | Transactions by members of senior management and Board of Directors in shares issued by Columbus A/S and related securities |
| 9 | 3 April |
Notice to convene annual general meeting |
| 10 | 28 April |
Interim management statement for Q1 2020 |
| 11 | 28 April | Passing of Columbus Annual General Meeting and subsequent constitution of the Board of Directors |
| 12 | 30 April | Amendment of Articles of Association |
| 13 | 19 August | Columbus A/S Interim Report 2020 |
| 14 | 27 August | CEO & President Thomas Honoré is leaving Columbus |
| 15 | 25 September | Updated Columbus Financial Calendar 2020 |
| 16 | 28 October |
Columbus initiates a structured sales process in relation to To-Increase |
| 17 | 12 November | Q3 Report 2020 |
| 18 | 12 November |
Columbus launches new strategy Focus23 |
| 19 | 21 December |
Columbus enters into agreement regarding divestment of To-Increase |
| 2021 | ||
|---|---|---|
| 1 | 15 January | Works Council consultation procedures finalized in relation to Columbus divest ment of To-Increase |
| 2 | 26 January | Columbus completes the divestment of To-Increase |
| 3 | 10 March | Major shareholder information pursuant to Section 30 of the Danish Capital Mar kets Act |
| 4 | 15 March | Extraordinary dividend payment |
Financial calendar 2021
| Annual Report 2020 | 16 March 2021 |
|---|---|
| Q1 Report 2021 | 18 May 2021 |
| Annual General Meeting | 27 April 2021 |
| Interim Report H1 2021 | 18 August 2021 |
| Q3 Report 2021 | 3 November 2021 |
Immediately following the publication, the notifications will be available on Columbus' website: www.columbusglobal.com
Group overview
| Company | Country | Ownership by Columbus A/S, % |
Columbus A/S' share of voting right, % |
Average no. of employees |
|
|---|---|---|---|---|---|
| Columbus A/S | Denmark | 380 | |||
| Subsidiaries | |||||
| Western Europe | |||||
| Columbus M3 Danmark ApS | Denmark | 100 | 100 | 22 | |
| R H ApS | Denmark | 100 | 100 | 0 | |
| Columbus Norway AS | Norway | 100 | 100 | 113 | |
| Columbus Dynamics Norge AS | Norway | 100 | 100 | 42 | |
| iStone Norge AS | Norway | 100 | 100 | 0 | |
| Columbus Sweden AB | Sweden | 100 | 100 | 476 | |
| iStone AB |
Sweden | 100 | 100 | 0 | |
| iStone Saplication AB | Sweden | 100 | 100 | 0 | |
| Columbus Global (UK) Ltd. | England | 100 | 100 | 213 | |
| iStone UK Ltd | England | 100 | 100 | 0 | |
| iStone Switzerland SA | Switzerland | 100 | 100 | 2 | |
| Columbus Deutschland GmbH | Germany | 100 | 100 | 13 |
| Company | Country | Ownership by Columbus A/S, % |
Columbus A/S' share of voting right, % |
Average no. of employees |
|---|---|---|---|---|
| Eastern Europe | ||||
| AO Columbus | Russia | 100 | 100 | 176 |
| 000 Columbus Global | Russia | 100 | 100 | 7 |
| Columbus Global Ukraine | Ukraine | 100 | 100 | 2 |
| Columbus Global Kazakhstan | Kazakhstan | 100 | 100 | 3 |
| UAB Columbus Lietuva | Lithuania | 100 | 100 | 61 |
| Columbus Eesti AS | Estonia | 51 | 51 | 80 |
| Columbus Global s.r.o | Czech | 100 | 100 | 28 |
| Columbus Poland Sp.z.o.o. |
Poland | 100 | 100 | 29 |
| North America | ||||
| Columbus US Inc. | USA | 100 | 100 | 167 |
| Columbus M3 Inc. |
USA | 100 | 100 | 8 |
| Asia | ||||
| Columbus Global Services India Pvt. Ltd. |
India | 100 | 100 | 13 |
| Rest of world | ||||
| Columbus Chile SpA |
Chile | 100 | 100 | 12 |
Note: The overview only contains the Group's operative companies.
** 285 employees in Columbus Global Services India Pvt. Ltd. are allocated to the other individual subsidiaries
The Board of Directors
Ib Kunøe Sven Madsen
| Born | 1943 | 1964 |
|---|---|---|
| Chairman of the Board Title and position Member of the Board since 2004, re-elected in 2020, term expires 2021 |
Member of the Board since 2007, re-elected in 2020, term expires 2021 CFO in Consolidated Holdings A/S Member of the Audit Committee |
|
| Education | Holds an HD Graduate Diploma in Organization and Management as well as a back ground as a professional officer (major). |
Holds a Graduate Diploma in Financial and Management Accounting and an MSc in Business Economics and Auditing |
| Independency | Does not fulfil the Committee of Corporate Governance definition of independency |
Does not fulfil the Committee of Corporate Governance definition of independency |
| Chairman of the Board | Atea ASA, Consolidated Holdings A/S, X-Yacht A/S, Calum, Åbyhøj K/S, Calum, Værløse K/S, Calum, Bagsværdlund K/S, Komplementarselskabet Åbyhøj ApS, Komplementarselskabet Værløse ApS and Komplementarselskabet Bagsværlund ApS |
CHV III ApS |
| Member of the Board | Atrium Partner A/S and Kosmetolog Instituttet A/S |
Atea ASA, Consolidated Holdings A/S, core:workers AB, core:workers Holding A/S, X-Yachts A/S, Ejendomsaktieselskabet af 1920 A/S, CHV V A/S, DAN-Palletiser Fi nans A/S and MonTa Biosciences ApS. |
| Special competencies | Company management, including management of IT companies, development of and dealing with companies. |
General management, M&A, business development, economic and financial issues. |
| No. of shares 31 Dec 2020 | 360,000 | 768,529 |
| Changes in fiscal years, shares | 0 | 0 |
| Total no. of warrants 1 Jan 2020 | 90,000 | 180,000 |
| No. of warrants exercised in 2020 | 0 | 0 |
| No. of warrants granted in 2020 | 0 | 0 |
| Total no. of warrants 31 Dec 2020 | 90,000 | 180,000 |
Peter Skov Hansen Karina Kirk Ringsted
| Born | 1951 | 1971 |
|---|---|---|
| Title and position | Member of the Board since 2012, re-elected in 2020, term expires 2021 Chairman of the Audit Committee |
Member of the Board since 2018, re-elected in 2020 term expires 2021 Owner of KIRK & CO. Executive and board advisory |
| Education | Completed State Authorized Public Accountant education in 1980, registered as nonpracticing. |
Holds a Master of Science in International Business Administration (1996), NYU Stern School of Business, MBA selected classes (1994), Executive, Board Leader ship and Governance (2017) |
| Independency | Fulfils the Committee of Corporate Governance definition of independency |
Fulfils the Committee of Corporate Governance definition of independency |
| Chairman of the Board | Topstykket A/S | – |
| Member of the Board | X-Yachts A/S | – |
| Special competencies | Business development and financial, accounting and tax related issues. | General management, management of consulting companies, market and customer leadership, business development and business transformation. |
| No. of shares 31 Dec 2020 | 280,000 | 20,000 |
| Changes in fiscal years, shares | 0 | 0 |
| Total no. of warrants 1 Jan 2020 | 90,000 | 90,000 |
| No. of warrants exercised in 2020 | 0 | 0 |
| No. of warrants granted in 2020 | 0 | 0 |
| Total no. of warrants 31 Dec 2020 | 90,000 | 90,000 |
Executive Board
Hans Henrik Thrane
| 1968 |
|---|
| Interim CEO & Corporate CFO Joined in July 2010 |
| Holds a Graduate Diploma in Financial and Management Accounting and an MSc in Business Economics and Auditing |
| General management, M&A, business development, economic and financial issues. |
| 1,128,800 |
| 0 |
| 1,320,000 |
| 0 |
| 180,000 |
| 1,500,000 |
Shareholder information
At the end of 2020, the price of the Columbus A/S share was DKK 11.24, while at the end of 2019 it was DKK 9.65 – an increase of 16.48% (2019: -23.9%)6 .
In 2020, a total of 43m shares were traded corresponding to 34.5% of the total number of shares at the end of 2020 (2019: 21.8%). The average trade per business day in 2020 was DKK 1.4m (2019: DKK 1.2m) 6 .
The Company's market value amounted to DKK 1,401m at the end of 2020 against DKK 1,203m at the end of 2019.
Share capital
At the end of 2020 the share capital in Columbus A/S comprised of 124,622,132 shares at DKK 1.25 corresponding to nominal share capital of DKK 155,777,665 (2019: 124,622,132 shares at DKK 1.25 corresponding to nominal share capital of DKK 155,777,665).
Each share provides one vote. The shares are marketable securities and no restrictions have been set for the shares' negotiability. The shares must be named and noted in the Company's share register.
Shareholders
At the end of 2020 Columbus A/S had 6,716 registered shareholders, who together owned 97.75% of the total share capital.
The following shareholders have informed Columbus A/S of possession of 5% or above of the share capital:
| No. of shares | % | ||
|---|---|---|---|
| Protector Forsikring ASA |
6,267,742 | 5.03 | |
| Consolidated Holdings A/S |
57,634,032 | 46.25 | |
| Ib Kunøe | 360,000 | 0.29 | |
| 57,984,032 | 46.54* |
* Due to shareholder voting agreements, Consolidated Holdings A/S holds 47.49% of the voting rights.
Shareholders
Share price development in 20206 :
Share data
| Share capital | DKK 155,777,665 |
|---|---|
| No. of shares | 124,622,132 |
| Stock exchange | Nasdaq Copenhagen A/S |
| ISIN code | DK0010268366 |
| Abbreviated name | COLUM |
| Index | Mid Cap |
| Share price at year-end | DKK 11.24 |
6 Source: Nasdaq Copenhagen A/S
Members of Columbus A/S' Board of Directors and Executive Board owned in total 48.31% of the share capital at the end of 2020.
Dividend
The Company's dividend policy is to distribute dividend of minimum 10% of the nominal share capital each year, corresponding to DKK 0.125 per share. Besides, the Board of Directors may decide to propose to the General Meeting that this dividend be supplemented with an extraordinary dividend for a specific fiscal year.
However, it is decisive for Columbus to reduce debts and improve financial resources in order to be able to seize any positive development opportunities for continued strengthening of the long-term value creation for the Company. The Board of Directors may therefore decide to deviate from the dividend policy and propose at the General Meeting that dividends are not distributed for a specific fiscal year.
The Board of Directors proposes an extraordinary dividend of DKK 6 per share which will be adopted at the Annual General Meeting 27 April 2021. The distribution takes place with earned profits arising from the proceeds in connection with the Columbus' divestment of To-Increase.
As a result of this extraordinary dividend payment, the Board of Directors has decided not to propose distribution of ordinary dividend for the fiscal year 2020.
The proposed extraordinary dividend payment must be adopted at the Annual General Meeting which is scheduled to be held on 27 April 2021.
Investor Relations
Columbus seeks to provide a high and consistent level of information to our shareholders and other interested parties. A company goal is to have an open and active dialogue with shareholders, share analysts, the press and the public in order to ensure the necessary insight and thereby the best possibility to evaluate the Company. This will be obtained in accordance with rules and legislation for companies listed on Nasdaq Copenhagen and in accordance with Columbus' Investor Relations policy. Communication with interested parties takes place via the ongoing publication of notifications, investor presentations and individual meetings.
The website www.columbusglobal.com is the primary source of information for interested parties. It is updated constantly with new information about Columbus' results, activities and strategy.
At the Company's website, it is possible to subscribe to Columbus' e-mail service and thereby receive company announcements, financial statements and investor news via e-mail.
Columbus hosts a conference call after publication of financial statements. The call and presentations can be followed directly via the Company's website.
Analyst coverage
The Danish share analysts, Aktieinfo covers Columbus, and four times a year they publish a share analysis with recommendations about the Columbus share based on the Company's results and factors that may influence the Company's business and future share price development.
Contact
The Interim CEO & Corporate CFO handles the daily contact with investors and analysts:
Interim CEO & Corporate CFO, Hans Henrik Thrane Email: [email protected]
Columbus Lautrupvang 6 2750 Ballerup Tel: +45 7020 5000
General Meeting
The Company's Annual General Meeting will be held on: 27 April 2021 at 10.00 a.m. on the Company's address at: Lautrupvang 6, 2750 Ballerup.
Due to the coronavirus, it will also be possible to participate electronically via webcast/conference call.
Statement by management on the Annual Report
The Board of Directors and the Executive Board have today considered and approved the annual report of Columbus A/S for the financial year 01.01.2020 - 31.12.2020.
The annual report is prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies.
In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2020 and of the results of their operations and cash flows for the financial year 2020.
In our opinion, the management commentary contains a fair review of the development of the Group's and the Parent's business and financial matters, the results for the year and of the Parent's financial position and the financial position as a whole of the entities included in the consolidated financial statements, together with a description of the principal risks and uncertainties that the Group and the Parent face.
We recommend the annual report for adoption at the Annual General Meeting.
Ballerup, 16 March 2021
Executive Board
Hans Henrik Thrane Interim CEO & Corporate CFO
Sven Madsen
Deputy Chairman
Peter Skov Hansen Karina Kirk Ringsted
Independent Auditor's Reports
To the shareholders of Columbus A/S
Opinion
We have audited the consolidated financial statements and the parent financial statements of Columbus A/S for the financial year 01.01.2020 - 31.12.2020, which comprise the income statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies, for the Group as well as for the Parent. The consolidated financial statements and the parent financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.
In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group's and the Parent's financial position at 31.12.2020, and of the results of their operations and cash flows for the financial year 01.01.2020 - 31.12.2020 in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.
Our opinion is consistent with our audit book comments issued to the Audit Committee and the Board of Directors.
Our opinion is consistent with our audit book comments issued to the Audit Committee and the Board of Directors.
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 consolidated financial statements and the parent financial statements section of this auditor's report. We are independent of the Group in accordance with the International Ethics Standards Board of Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, we have not provided any prohibited nonaudit services as referred to in Article 5(1) of Regulation (EU) No 537/2014.
We were appointed auditors of Columbus A/S for the first time on 20.03.1998 for the financial year 1998. We have been reappointed annually by decision of the general meeting for a total contiguous engagement period of 21 years up to and including the financial year 2020.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements and the parent financial statements for the financial year 01.01.2020 – 31.12.2020. These matters were addressed in the context of our audit of the consolidated financial statements and the parent financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Refer to Note 11 in the consolidated financial statements.
At 31 December 2020 the carrying value of the Group's goodwill for continued operations was DKK 777.0 million, and for discontinued operations was DKK 81.7 million, total amount of DKK 858.7 million. Annually, an impairment test is performed.
The determination of the recoverable amount was based on the individual CGU and the Discounted Cash Flow Model (DCF model). Significant judgement is required by Management in determining value-in-use including cash flow projections based on financial budgets for 2021 and financial forecasts for 2022- 2024, discount rate and growth rate in the terminal period.
Intangible assets are considered to be a key audit matter due to the judgement associated with determining the recoverable amount combined with the significance of the balance of goodwill to the financial statements.
Carrying value of goodwill How the matter was addressed in our audit
In assessing the valuation of goodwill we obtained and evaluated Management's future cash flow forecasts for each Cash Generating Unit ("CGU"), and the underlying process by which they were drawn up including the mathematical accuracy of the cash flow models, and reconciled future growth, investment and margin assumptions to the latest Board approved budgets and financial forecasts.
For each CGU, we evaluated the appropriateness of key market related assumptions in Management's valuation models including discount rates and terminal growth rates. We assessed the reasonableness of Management's future forecasts of growth, investment and margin included in the cash flow forecasts in light of the historical accuracy of such forecasts and the current operational results.
We independently calculated a weighted average cost of capital by making reference to market data and verified the long-term growth rate to market data.
In assessing the level of headroom in respect of these CGUs, we performed a downside sensitivity analysis around the key assumptions, using a range of higher WACC and lower cash flows, and we concluded that headroom was maintained under these scenarios.
Revenue recognition, including the valuation and recognition of work in progress
Refer to Notes 3, 4 and 16 in the consolidated financial statements.
Recognised consultancy revenue based on the stage of completion method amounted to DKK 1,315.8 million in 2020. At 31 December 2020 the carrying value of the Group's work in progress amounted to a net liability of DKK 4.9 million or recognised assets of DKK 14.7 million and liabilities of DKK 19.6 million corresponding to the contract value of work in progress of DKK 45.9 million and progress billing of DKK 50.8 million.
Significant estimates are required by Management in determining the stage of completion and estimated profit on each project including assessment of provisions for specific project risks.
Due to the estimates associated with determining the stage of completion and estimated profit including the specific risk provision combined with the significance of revenue recognised and the balance to the financial statements as a whole, the valuation and recognition of work in progress are considered to be a key audit matter.
How the matter was addressed in our audit
We tested the relevant internal controls for work in progress primarily relating to contract acceptance and terms, change orders, monitoring of project development, costs incurred, estimated costs to completion and assessment of provisions for specific project risks.
From management we obtained an overview of the Group's consultancy contracts in progress at 31 December 2020 as well as completed contracts during the year. Based on project risk and materiality, we selected a sample of projects for which we obtained the underlying contracts including change orders, original budget, project reports including estimates of costs to completion and overview of the risk and corresponding risk provision per contract.
For the selected contracts, we tested and challenged Management's assumptions for determining stage of completion including their assessment of risk provisions and estimated profits. The testing involved interviews with project controllers and project management as well as discussions and assessment of the contract terms, associated project risks and final acceptance. Furthermore, we performed reviews of completed contracts including assessment of project risk and development and utilisation of risk provisions to assess the completeness and accuracy of Management's assumptions applied throughout the contract period.
Statement on the management commentary
Management is responsible for the management commentary.
Our opinion on the consolidated financial statements and the parent financial statements does not cover the management commentary, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements and the parent financial statements, our responsibility is to read the management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the consolidated financial statements and the parent financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Moreover, it is our responsibility to consider whether the management commentary provides the information required under the Danish Financial Statements Act.
Based on the work we have performed, we conclude that the management commentary is in accordance with the consolidated financial statements and the parent financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of the management commentary.
Management's responsibilities for the consolidated financial statements and the parent financial statements Management is responsible for the preparation of consolidated financial statements and parent financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements and parent financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements and the parent financial statements, Management is responsible for assessing the Group's and the Parent's ability to continue as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going concern basis of accounting in preparing the consolidated financial statements and the parent financial statements unless Management either intends to liquidate the Group or the Entity or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the consolidated financial statements and the parent financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent
financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and these parent financial statements.
As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements and the parent financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Parent's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
- Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the consolidated financial statements and the parent financial statements, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Parent's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements and the parent financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Entity to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the
disclosures in the notes, and whether the consolidated financial statements and the parent financial statements represent the underlying transactions and events in a manner that gives a true and fair view.
• 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.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements and the parent financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Copenhagen, 16 March 2021
Deloitte
Statsautoriseret Revisionspartnerselskab Business Registration No 33 96 35 56
State-Authorised Public Accountant State-Authorised Public Accountant MNE no mne30131 MNE no mne11681
Bill Haudal Pedersen Eskild Nørregaard Jakobsen
| Statement of comprehensive income | 49 |
|---|---|
| Balance sheet | 50 |
| Statement of changes in equity - Group |
51 |
| Statement of changes in equity – Parent |
|
| company | 52 |
| Cash flow | 53 |
| Notes | 54 |
Financial
statements
Statement of comprehensive income
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | Note | 2020 | 2019 | 2020 | 2019 |
| Net revenue | 4 | 1,654,733 | 1,761,035 | 311,922 | 338,482 |
| External project costs | -350,142 | -434,245 | -59,652 | -74,586 | |
| Gross profit | 1,304,591 | 1,326,790 | 252,270 | 263,896 | |
| Staff expenses and remuneration | 5 | -1,061,320 | -1,065,749 | -230,456 | -225,163 |
| Other external costs | -146,883 | -176,020 | -40,788 | -41,220 | |
| Other operating income | 7 | 46,567 | 77,726 | 93,892 | 111,812 |
| Other operating costs | -17 | -13 | 0 | 0 | |
| EBITDA before share-based payment | 142,938 | 162,733 | 74,918 | 109,325 | |
| Share-based payment | 5 | -4,479 | -5,470 | -4,479 | -110 |
| EBITDA | 138,459 | 157,263 | 70,439 | 109,215 | |
| Depreciation, amortization and | |||||
| impairment | 6 | -55,415 | -144,631 | -10,109 | -9,682 |
| Operating profit (EBIT) | 83,044 | 12,632 | 60,330 | 99,533 | |
| Results in subsidiaries | 0 | 0 | 105,508 | -59,002 | |
| Financial income | 8 | 955 | 426 | 1,444 | 2,495 |
| Financial expenses | 8 | -18,166 | -11,160 | -15,612 | -6,993 |
| Profit before tax from continuing operations | 65,833 | 1,898 | 151,670 | 36,033 | |
| Corporate tax | 9 | -10,622 | -20,774 | -2,326 | -4,964 |
| Profit after tax from continuing operations | 55,211 | -18,876 | 149,344 | 31,069 | |
| Profit after tax from discontinued | |||||
| operations | 28 | -6,649 | 39,866 | -38,626 | 1,155 |
| Profit after tax for the period | 48,562 | 20,990 | 110,718 | 32,224 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 Note |
2020 | 2019 | 2020 | 2019 | |
| Items that may be reclassified subsequently to profit and loss: |
|||||
| Foreign exchange adjustments of subsidiaries | -5,916 | 4,139 | 0 | 3,853 | |
| Other comprehensive income | -5,916 | 4,139 | 0 | 3,853 | |
| Total comprehensive income for the period |
42,646 | 25,129 | 110,718 | 36,077 | |
| Profit after tax allocated to: | |||||
| Shareholders in Columbus A/S | 48,492 | 20,619 | |||
| Minority interests | 70 | 371 | |||
| 48,562 | 20,990 | ||||
| Total comprehensive income allocated to: | |||||
| Shareholders Columbus A/S | 42,588 | 24,757 | |||
| Minority interests | 58 | 372 | |||
| 42,646 | 25,129 | ||||
| Earnings per share of DKK 1.25 (EPS) | 0.44 | -0.16 | |||
| Earnings per share of DKK 1.25, diluted (EPS-D) |
0.44 | -0.16 |
Balance sheet
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | Note | 2020 | 2019 | 2020 | 2019 |
| ASSETS | |||||
| Goodwill | 11 | 776,961 | 845,774 | 110,240 | 110,240 |
| Customer base | 11 | 41,394 | 50,933 | 952 | 6,126 |
| Other intangible assets | 11 | 17,805 | 10,565 | 17,783 | 10,555 |
| Development projects finalized | 11 | 3,397 | 78,852 | 1,871 | 4,161 |
| Development projects in progress | 11 | 940 | 6,066 | 0 | 0 |
| Property, plant and equipment | 12 | 8,674 | 12,248 | 2,019 | 1,348 |
| Right-of-use assets | 13 | 87,616 | 85,927 | 13,268 | 12,970 |
| Investments in subsidiaries | 14 | 0 | 0 | 862,847 | 912,668 |
| Deferred tax assets | 9 | 43,390 | 29,550 | 2,615 | 3,361 |
| Other receivables | 7,263 | 7,466 | 2,997 | 2,368 | |
| Total non-current assets | 987,440 | 1,127,381 | 1,014,592 | 1,063,796 | |
| Trade receivables | 15 | 222,571 | 307,231 | 36,350 | 49,440 |
| Contract assets | 16 | 14,733 | 28,605 | 1,638 | 593 |
| Receivables from subsidiaries | 0 | 0 | 62,460 | 58,018 | |
| Corporate tax receivables | 9 | 871 | 1,360 | 0 | 0 |
| Other receivables | 8,058 | 16,563 | 3,568 | 534 | |
| Prepayments | 28,498 | 26,113 | 8,468 | 4,705 | |
| Receivables | 274,731 | 379,872 | 112,484 | 113,290 | |
| Cash | 164,213 | 147,264 | 60,048 | 34,636 | |
| Total current assets | 438,944 | 527,136 | 172,532 | 147,926 | |
| Assets classified as held for sale | 29 | 214,481 | 0 | 48,114 | 0 |
| TOTAL ASSETS | 1,640,865 | 1,654,517 | 1,235,238 | 1,211,722 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | Note | 2020 | 2019 | 2020 | 2019 |
| EQUITY AND LIABILITIES | |||||
| Share capital | 155,778 | 155,778 | 155,778 | 155,778 | |
| Reserves on foreign currency translation | -46,269 | -40,365 | -7,366 | -7,366 | |
| Reserve to development costs | 0 | 0 | 15,330 | 11,478 | |
| Retained profit | 602,912 | 549,941 | 528,397 | 417,053 | |
| Group shareholders' equity | 712,421 | 665,354 | 692,139 | 576,943 | |
| Minority interests | 3,184 | 3,126 | 0 | 0 | |
| Equity | 715,605 | 668,480 | 692,139 | 576,943 | |
| Deferred tax | 9 | 24,493 | 26,296 | 0 | 0 |
| Other provisions | 18 | 21,337 | 28,635 | 21,337 | 7,393 |
| Contingent consideration | 18 | 0 | 157,850 | 0 | 153,368 |
| Debt to credit institutions | 176,000 | 176,000 | 176,000 | 176,000 | |
| Lease liability right-of-use assets | 19 | 59,929 | 58,911 | 9,142 | 9,337 |
| Non-current liabilities | 281,759 | 447,692 | 206,479 | 346,098 | |
| Debt to subsidiaries | 0 | 0 | 123,721 | 186,334 | |
| Contingent consideration | 18 | 81,594 | 15,774 | 81,594 | 10,838 |
| Contract liabilities | 16 | 19,607 | 17,727 | 9,164 | 2,189 |
| Trade payables | 69,210 | 85,618 | 20,022 | 23,221 | |
| Corporate tax payables | 9 | 10,202 | 5,127 | 11 | 2,946 |
| Other payables | 20 | 300,470 | 272,367 | 85,511 | 48,345 |
| Other provisions | 18 | 6,722 | 26,000 | 0 | 0 |
| Accruals and deferred income | 29,799 | 82,872 | 5,313 | 9,929 | |
| Lease liability right-of-use assets | 19 | 32,006 | 32,860 | 5,169 | 4,879 |
| Current liabilities | 549,610 | 538,345 | 330,505 | 288,681 | |
| Total liabilities | 831,369 | 986,037 | 536,984 | 634,779 | |
| Total liabilities relating to assets classified as held for sale |
29 | 93,891 | 0 | 6,115 | 0 |
| TOTAL EQUITY AND LIABILITIES | 1,640,865 | 1,654,517 | 1,235,238 | 1,211,722 |
Statement of changes in equity - Group
| Shareholders in Columbus A/S | |||||
|---|---|---|---|---|---|
| DKK ´000 | Share capital |
Reserves on foreign currency translation |
Retained profits |
Minority interests |
Equity |
| 2020 | |||||
| Balance at 1 January 2020 | 155,778 | -40,365 | 549,941 | 3,126 | 668,480 |
| Profit after tax | 0 | 0 | 48,492 | 70 | 48,562 |
| Currency adjustments of investments in subsidiaries |
0 | -5,904 | 0 | -12 | -5,916 |
| Total comprehensive income | 0 | -5,904 | 48,492 | 58 | 42,646 |
| Share-based payment cf. note 5 | 0 | 0 | 4,479 | 0 | 4,479 |
| Balance at 31 December 2020 | 155,778 | -46,269 | 602,912 | 3,184 | 715,605 |
On 26 January 2021, Columbus completed the divestment of To-Increase. The total net proceeds of EUR 115m/DKK 856m were paid in cash at completion. The sale will impact the corporate equity by approximately EUR 90m/DKK 671m. The Board of Directors proposes an extraordinary dividend of DKK 6 per share which will be adopted at the Annual General Meeting 27 April 2021.
| Shareholders in Columbus A/S | |||||
|---|---|---|---|---|---|
| Share | Reserves on foreign currency |
Retained | Minority | ||
| DKK ´000 | capital | translation | profits | interests | Equity |
| 2019 | |||||
| Balance at 1 January 2019 | 152,234 | -44,503 | 528,608 | 3,381 | 639,720 |
| IFRS 16 opening adjustment | 0 | 0 | -4,849 | -261 | -5,110 |
| Balance at 1 January 2019 | 152,234 | -44,503 | 523,759 | 3,120 | 634,610 |
| Profit after tax | 0 | 0 | 20,619 | 371 | 20,990 |
| Currency adjustments of investments in subsidiaries |
0 | 4,138 | 0 | 1 | 4,139 |
| Total comprehensive income | 0 | 4,138 | 20,619 | 372 | 25,129 |
| Capital increase | 3,544 | 0 | 15,671 | 0 | 19,215 |
| Share-based payment, cf. note 5 | 0 | 0 | 5,470 | 0 | 5,470 |
| Payment of dividend | 0 | 0 | -15,578 | -366 | -15,944 |
| Balance at 31 December 2019 | 155,778 | -40,365 | 549,941 | 3,126 | 668,480 |
Accounting policies
Dividend
Proposed dividends are recognized as a liability at the time of approval by the general meeting (time of declaration).
Translation reserve
The translation reserve comprises foreign exchange differences arising from translation of the financial report for entities with a different functional currency than Danish kroner.
Statement of changes in equity – Parent company
| DKK ´000 | Share capital |
Reserves on foreign currency translation |
Reserve to develop ment costs |
Retained profits |
Equity |
|---|---|---|---|---|---|
| 2020 | |||||
| Balance at 1 January 2020 | 155,778 | -7,366 | 11,478 | 417,053 | 576,943 |
| Profit after tax | 0 | 0 | 0 | 110,717 | 110,717 |
| Total comprehensive income | 0 | 0 | 0 | 110,717 | 110,717 |
| Share-based payment cf. note 5 | 0 | 0 | 0 | 4,479 | 4,479 |
| Development costs | 0 | 0 | 3,852 | -3,852 | 0 |
| Balance at 31 December 2020 | 155,778 | -7,366 | 15,330 | 528,397 | 692,139 |
On 26 January 2021, Columbus completed the divestment of To-Increase. The total net proceeds of EUR 115m/DKK 856m were paid in cash at completion. The sale will impact the Parent equity by approximately EUR 107m/DKK 794m. The Board of Directors proposes an extraordinary dividend of DKK 6 per share which will be adopted at the Annual General Meeting 27 April 2021.
| DKK ´000 | Share capital |
Reserves on foreign currency translation |
Reserve to develop ment costs |
Retained profits |
Equity |
|---|---|---|---|---|---|
| 2019 | |||||
| Balance at 1 January 2019 | 152,234 | -11,219 | 6,734 | 385,408 | 533,157 |
| IFRS 16 opening adjustment | 0 | 0 | 0 | -1,398 | -1,398 |
| Balance at 1 January 2019 | 152,234 | -11,219 | 6,734 | 384,010 | 531,759 |
| Profit after tax | 0 | 0 | 0 | 32,224 | 32,224 |
| Currency adjustments of investments in subsidiaries |
0 | 3,853 | 0 | 0 | 3,853 |
| Total comprehensive income | 0 | 3,853 | 0 | 32,224 | 36,077 |
| Capital increase, cf. note 17 | 3,544 | 0 | 0 | 15,671 | 19,215 |
| Share-based payment cf. note 5 | 0 | 0 | 0 | 5,470 | 5,470 |
| Payment of dividend | 0 | 0 | 0 | -15,578 | -15,578 |
| Development costs | 0 | 0 | 4,744 | -4,744 | 0 |
| Balance at 31 December 2019 | 155,778 | -7,366 | 11,478 | 417,053 | 576,943 |
Cash flow
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | Note | 2020 | 2019 | 2020 | 2019 |
| Operating profit (EBIT) | 83,044 | 12,632 | 60,330 | 99,533 | |
| Non-recurring income and expenses | |||||
| from acquisitions | -45,766 | -76,777 | -45,766 | -73,287 | |
| Depreciation, amortization and | |||||
| impairment | 6 | 55,415 | 144,631 | 10,109 | 9,682 |
| Cost of incentive scheme | 5 | 4,479 | 5,470 | 4,479 | 5,470 |
| Changes in net working capital | 26 | 30,485 | 35,122 | -41,988 | 163,643 |
| Cash flow from primary activities | 127,657 | 121,078 | -12,836 | 205,041 | |
| Interest received, etc. | 956 | 426 | 1,444 | 2,495 | |
| Interest paid, etc. | -3,776 | -7,149 | -4,496 | -6,483 | |
| Corporate tax paid | -6,239 | -20,024 | -4,516 | -2,121 | |
| Cash flow from operating activities | |||||
| discontinued operations | 28 | 72,264 | 94,815 | 1,410 | 5,420 |
| Cash flow from operating activities | 190,862 | 189,146 | -18,994 | 204,352 | |
| Net investment in development projects | 509 | -2,165 | 1,463 | -1,703 | |
| Acquisition of tangible assets | -4,248 | -5,728 | -1,771 | -818 | |
| Acquisition of intangible assets | -9,430 | -5,608 | -9,408 | -5,608 | |
| Disposal of tangible assets | 0 | 2,138 | 0 | 0 | |
| Acquisition of subsidiaries and activities | 22 | -75,147 | -56,090 | -38,667 | -170,580 |
| Disposals of subsidiaries and activities | -2,696 | 0 | -6,714 | 0 | |
| Dividends received from subsidiaries | 0 | 0 | 105,508 | 15,998 | |
| Cash flow from investing activities | |||||
| discontinued operations | 28 | -36,818 | -38,917 | 0 | 0 |
| Cash flow from investing activities | -127,830 | -106,370 | 50,411 | -162,711 |
Accounting policies
The cash flow statement is presented using the indirect method based on operating profit. The cash flow statement shows cash flows for the year, the change in cash, as well as the balance of cash at the beginning and end of the year.
Cash flow from operating activities
Cash flow from operating activities is calculated as profit before tax adjusted for noncash operating items, changes in working capital, interests received and paid, and corporation tax paid.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | Note | 2020 | 2019 | 2020 | 2019 |
| Proceeds from capital increase/warrants | |||||
| exercised | 0 | 19,215 | 0 | 19,215 | |
| Overdraft facilities | 27 | 0 | -15,764 | 0 | -15,346 |
| Repayment of lease liabilities | 27 | -38,128 | -27,526 | -6,005 | -5,632 |
| Dividends paid | 0 | -15,944 | 0 | -15,577 | |
| Cash flow from financing activities | |||||
| discontinued operations | 28 | -5,844 | -5,834 | 0 | 0 |
| Cash flow from financing activities | -43,972 | -45,853 | -6,005 | -17,340 | |
| Total net change in cash and cash | |||||
| equivalents | 19,060 | 36,923 | 25,412 | 24,301 | |
| Cash funds at the beginning of the pe | |||||
| riod | 147,264 | 108,909 | 34,636 | 10,335 | |
| Exchange rate adjustments | -2,111 | 1,432 | 0 | 0 | |
| Cash funds at the end of the period | 164,213 | 147,264 | 60,048 | 34,636 |
Cash flow from investment activities
Cash flows from investment activities comprise payments relating to purchase and divestment of businesses and activities, purchase and divestment of intangible and other long-term assets as well as purchase and divestment of securities not recognized as cash and dividends received.
Cash flow from acquired companies is included from the date of acquisition, while cash flow from divestments is recognized until the time of sale.
Cash flow from financing activities
Cash flows from financing activities comprise changes in size or composition of share capital and related costs, proceeds from capital increase/warrants exercised as well as raising and repayment of loans, repayment of interest-bearing debt, repayment of lease liabilities, purchase and divestment of treasury shares and payment of dividend to shareholders. Inception of leases are treated as non-cash transactions. Cash flows realigned to financial leases are recognized as payments of interest and repayment of debt.
Cash
Cash comprise cash less any overdraft facilities that are an integral part of cash management. Cash pool arrangements exist and are recognized as either net asset or liability. Cash flows in currencies other than the functional currency are translated using average exchange rates unless these deviates significantly from the transaction date.
| Note 1 – Significant accounting principles |
55 |
|---|---|
| Note 2 – Significant accounting estimates and assessments |
57 |
| Note 3 – Segment data |
58 |
| Note 4 – Net revenue |
60 |
| Note 5 – Staff expenses and remuneration |
62 |
| Note 6 – Depreciation, amortization and impairment |
64 |
| Note 7 – Other operating income |
64 |
| Note 8 – Financial income and expenses |
65 |
| Note 9 – Corporate tax |
66 |
| Note 10 – Earnings per share |
69 |
| Note 11 – Intangible assets |
69 |
| Note 12 – Tangible assets |
74 |
| Note 13 – Right-of-use-assets |
76 |
| Note 14 – Investments in subsidiaries |
79 |
| Note 15 – Trade receivables |
80 |
| Note 16 – Contract assets and contract liabilities |
81 |
| Note 17 – Share capital |
82 |
| Note 18 – Provisions and contingent consideration |
83 |
| Note 19 – Lease liability, Right-of-use-assets |
85 |
| Note | Page | Note | Page |
|---|---|---|---|
| Note 1 – Significant accounting principles |
55 | Note 20 – Other payables |
86 |
| Note 2 – Significant accounting estimates and assessments |
57 | Note 21 – Contingent liabilities and commitments for expenditures |
86 |
| Note 3 – Segment data |
58 | Note 22 – Business combinations |
87 |
| Note 4 – Net revenue |
60 | Note 23 – Related parties |
89 |
| Note 5 – Staff expenses and remuneration |
62 | Note 24 – Fee to the Group's auditor elected by the annual general meeting |
90 |
| Note 6 – Depreciation, amortization and impairment |
64 | Note 25 – Financial risks and financial instruments |
91 |
| Note 7 – Other operating income |
64 | Note 26 – Changes in working capital |
96 |
| Note 8 – Financial income and expenses |
65 | Note 27 – Cash flow from financing activities |
97 |
| Note 9 – Corporate tax |
66 | Note 28 – Discontinued operations |
99 |
| Note 10 – Earnings per share |
69 | Note 29 – Assets classified as held for sale |
100 |
| Note 11 – Intangible assets |
69 | Note 30 – Board of Directors and Executive Board |
101 |
| Note 12 – Tangible assets |
74 | Note 31 – Shareholder information |
101 |
| Note 13 – Right-of-use-assets |
76 | Note 32 – Events after the reporting period |
101 |
| Note 14 – Investments in subsidiaries |
79 | Note 33 – Approval of publication of the Annual Report |
101 |
| Note 15 – Trade receivables |
80 | Key figures, ratios and Alternative Performance Measures | 102 |
Note 1 – Significant accounting principles
The financial statements for 2020 for Columbus, which include financial statements for the Parent Company Columbus A/S and consolidated financial statements for the Columbus Group have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for annual reports prepared after reporting class D (listed), cf. IFRS Executive Order issued pursuant to the Financial Statements Act. Columbus is a public limited company seated in Denmark.
The consolidated and Parent Company's financial statements are presented in Danish Kroner (DKK), which is the presentation currency for the Group's activities and the functional currency of the parent.
The consolidated and Parent Company's financial statements have been prepared based on historical cost. The main elements of the accounting policies and changes compared to last year due to new and amended standards are described below. The accounting principles are also disclosed in each of the individual notes to the financial statements.
In preparing the consolidated and Parent Company's financial statements, the management makes various accounting assessments that form the basis of presentation, recognition and measurement of the Parent Company and the Group's assets and liabilities. The most significant estimates and assessments are presented in note 2.
Consolidated financial statements
The consolidated financial statements include Columbus A/S and the companies in which the Group holds more than 50% of the voting rights, or otherwise has the power to govern the financial and operating policies for achieving returns or other benefits from its activities.
Principles of consolidation
The consolidated financial statements are prepared based on financial reporting for Columbus A/S and its subsidiaries. The consolidated financial statements are prepared by combining financial statements uniform items. The financial reporting that is used for the consolidation is prepared in accordance with the Group's accounting policies.
On consolidation, intercompany income and expenses, intercompany accounts and dividends, and gains and losses on transactions between the consolidated companies are eliminated. In the consolidated financial statements items of subsidiaries are included 100%.
Minority interests
On initial recognition, minority interests are measured at fair value or at their proportionate share of the fair value of the acquiree's identifiable assets, liabilities and contingent liabilities. The adopted method is selected for each transaction. Minority interests are subsequently adjusted for their proportionate share of
changes in equity of the subsidiaries. Comprehensive income is allocated to minority interests regardless of whether the minority interest thus may be negative. Purchase and sale of minority shares in a subsidiary that does not result in a loss of control are treated in the consolidated financial statements as an equity transaction, and the difference between the consideration and the carrying amount is allocated to the Parent Company's share of equity.
Gains and losses on divestments or dissolvement of subsidiaries or associates
Gains or losses on divestments or dissolvements of subsidiaries and associates are stated as the difference between the sales price or settlement price and the fair value of any remaining equity and the book value of net assets on the time of sale or winding up, including goodwill, less any minority interests. Gains or losses are recognized in the statement of comprehensive income as well as accumulated foreign currency translation adjustments previously recognized in other comprehensive income.
Business Units that have been divested of in the financial year or are expected to be divested within the following 12 months, are in the profit and loss classified as discontinued operations, and in the balance sheet classified as assets and liabilities held for sale. For further description of the accounting principles, please refer to note 28.
Impairment of tangible and intangible assets as well as investments in subsidiaries
The carrying values of tangible and intangible assets of indefinite useful lives as well as investments in subsidiaries are reviewed at each balance sheet date to determine any indications of impairment. If this is the case, the asset's recoverable value is determined to identify any need for impairment and the extent thereof.
If the asset does not generate cash flow independent of other assets, the recoverable amount of the smallest cash-generating unit to which the asset belongs is determined. The recoverable amount of an asset is the higher of net selling price and capital value.
For cash-generating units, the impairment is firstly distributed on goodwill, and then any remaining impairment is distributed to other assets in the unit.
Impairment losses are recognized in the statement of comprehensive income. On any subsequent reversal of impairment losses resulting from changes in the assumptions used to determine the recoverable amount, the asset and the cash-generating unit's carrying amount is increased to the adjusted recoverable amount, however not exceeding the carrying value of the asset or cash-generating excluding impairment. Impairment of goodwill is not reversed.
Deferred tax assets are reviewed annually and recognized only to the extent that it is probable for utilization within a five-year period.
The effect of new accounting standards
All new and revised standards, which entered into force with effect from fiscal periods beginning at 1 January 2020, and interpretations that are relevant to the Columbus Group are used in preparing the financial statements. Columbus Group has assessed that the new or amended standards and interpretations have not had any material impact on Columbus Annual Report 2020.
New standards effective from 2020
IASB has not issued new or amended standards and interpretations which have effect on the consolidated financial statements for 2020 or onwards.
External project costs
External projects costs include the expenses excluding wages and salaries that are directly incurred to achieve revenue for the year and include the cost of licenses, subcontractors, etc. External project costs are recognized as the project progresses and product cost are recognized when incurred.
Other external costs
Other external costs include expenses of premises, sale and distribution, office expenses, etc.
Prepayments
Prepayments recognized under assets include expenses paid concerning subsequent financial years and are measured at cost.
Deferred income
Deferred income recognized under liabilities comprises payments received concerning income in subsequent years measured at cost.
Note 2 – Significant accounting estimates and judgements
By applying the Group's accounting principles as described in each of the individual notes to the consolidated financial statements, it is necessary that the management performs judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The performed estimates and assumptions are based on historical experience and other factors that management considers reasonable under the circumstances, but which are inherently uncertain and unpredictable. The assumptions may be incomplete or inaccurate, and unexpected events or circumstances may occur. The Company is also subject to risks and uncertainties that may cause actual results to differ from these estimates. Specific risks for the Columbus Group are described in "Risk Management", cf. page 33
The estimates and underlying assumptions are reviewed regularly. Changes to accounting estimates are recognized in the accounting period in which the change occurs and in future periods if the change affects both the period, in which the change occurs and subsequent accounting periods.
| Areas | Note |
|---|---|
| Estimates | |
| Revenue recognition and contract assets and liabilities | 4, 16 |
| Deferred tax asset | 9 |
| Impairment of goodwill | 11 |
For further description of the applied judgements and estimates, please refer to the specific notes listed above.
The following judgements and estimates are considered the most significant for the Group.
Estimate of revenue recognition of contracts
The stage of completion, forming the basis for the current recognition of revenue at the Group, uses the production method of contracts. The stage of completion is determined on the basis of the relationship between the entity's resources in relation to recent total estimate of resource consumption. The degree of completion is assessed regularly by the responsible employees and the projects are closely monitored by management, and further adjustments are made to the stage of completion, etc., if deemed necessary. When performing this evaluation, all factors concerning the relevant contract are taking into consideration and assessed appropriately.
Estimate of recoverable amount of goodwill
The determination of impairment of recognized goodwill requires determination of the value of the cashgenerating units to which the goodwill is allocated. Determination of the value requires an estimate of expected future cash flows of each cash-generating unit and a reasonable discount rate. At 31 December 2020, the carrying value of goodwill is DKK 776,961k. For a detailed description of methods and assumptions for impairment of goodwill, see note 11.
Estimate of utilization of deferred tax assets
Deferred tax assets are recognized for all unused tax losses and difference values to the extent it is deemed likely that within the foreseeable future taxable profits will be realized in which the losses and the difference values can be utilized. Determining the size of the amount that can be recognized for deferred tax assets is based on management's estimate of the likely time and amount of future taxable profits. At 31 December 2020, the carrying value of recognized tax was DKK 43,390k, which is estimated to be realized in a foreseeable future (5 years or less).
Note 3 – Segment data
In order to support decisions about allocation of resources and assessment of performance of the segments, the Group's internal reporting to the Board of Directors of the Parent Company is based on the following grouping of operating segments:
| Strategic business areas | Description | Geographical segment |
|---|---|---|
| Consultancy | Sale, implementation and ser vices of standard business sys tems |
Western Europe North America Eastern Europe |
Management monitors the business primarily based of the geographical segments and the type of service or products sold.
Information about the Group's segments is stated below.
| Consultancy | |||||
|---|---|---|---|---|---|
| DKK ´000 | Western Europe |
Eastern Europe |
North America |
HQ and Elimina tions |
Total |
| 2020 | |||||
| Columbus Software licenses | 1,483 | 2,098 | 730 | -125 | 4,186 |
| Columbus Software subscriptions | 14,724 | 1,286 | 5,530 | -83 | 21,457 |
| Columbus Cloud | 15,254 | 1,469 | 106 | -534 | 16,295 |
| External licenses | 50,965 | 11,454 | 18,109 | -2,324 | 78,204 |
| External subscriptions | 82,681 | 18,885 | 74,447 | -157 | 175,856 |
| External cloud | 22,515 | 2,473 | 17,855 | 126 | 42,969 |
| Services | 1,237,238 | 109,447 | 136,415 | -181,145 | 1,301,955 |
| Other | 13,756 | 611 | 970 | -1,526 | 13,811 |
| Total net revenue | 1,438,616 | 147,723 | 254,162 | -185,768 | 1,654,733 |
| Gross profit | 1,030,061 | 115,573 | 157,119 | 1,838 | 1,304,591 |
| EBITDA | 173,356 | 13,177 | 11,694 | -59,768 | 138,459 |
| Operating profit (EBIT) | 91,561 | 4,990 | 185 | -13,692 | 83,044 |
| Profit before tax | 84,512 | 4,825 | -443 | -23,061 | 65,833 |
| Profit after tax | 77,545 | 3,913 | -735 | -25,512 | 55,211 |
| Segment assets | 1,141,580 | 104,010 | 176,273 | 4,521 | 1,426,384 |
| Segment liabilities | 433,527 | 45,151 | 36,731 | 315,960 | 831,369 |
| Non-current assets | 673,353 | 57,365 | 142,368 | 114,354 | 987,440 |
| Asset investments | 3,944 | 428 | 292 | 10,366 | 15,030 |
| Depreciation, amortization | |||||
| and impairment | -37,365 | -4,813 | -7,550 | -5,687 | -55,415 |
| Average number of employees | 1,296 | 330 | 167 | 54 | 1,847 |
In order to be able to estimate the results of the segments and allocate resources between these, the Board of Directors also monitors the tangible, intangible and financial assets related to each segment.
Note 3 – Segment data continued
| Consultancy | |||||
|---|---|---|---|---|---|
| DKK ´000 | Western Europe |
Eastern Europe |
North America |
HQ and Elimina tions |
Total |
| 2019 | |||||
| Columbus Software licenses | 4,862 | 4,183 | 1,350 | -67 | 10,328 |
| Columbus Software subscriptions | 15,218 | 1,700 | 5,562 | -58 | 22,422 |
| Columbus cloud | 7,470 | 719 | 222 | -46 | 8,365 |
| External licenses | 44,679 | 11,712 | 18,768 | -1,385 | 73,774 |
| External subscriptions | 88,763 | 18,320 | 88,029 | -315 | 194,797 |
| External cloud | 17,337 | 984 | 15,377 | 0 | 33,698 |
| Services* | 1,241,319 | 108,887 | 171,870 | -135,954 | 1,386,122 |
| Other | 33,801 | 1,315 | 3,496 | -7,083 | 31,529 |
| Total net revenue | 1,453,449 | 147,820 | 304,674 | -144,908 | 1,761,035 |
| Gross profit | 994,200 | 116,742 | 194,072 | 21,776 | 1,326,790 |
| EBITDA | 147,353 | 14,401 | 4,819 | -9,310 | 157,263 |
| Operating profit (EBIT) | 74,585 | 5,101 | -97,907 | 30,853 | 12,632 |
| Profit before tax | 74,009 | 3,692 | -101,138 | 25,335 | 1,898 |
| Profit after tax | 75,227 | 1,024 | -107,900 | 12,773 | -18,876 |
| Segment assets | 1,162,723 | 113,443 | 195,820 | 182,531 | 1,654,517 |
| Segment liabilities | 414,326 | 53,904 | 50,960 | 466,847 | 986,037 |
| Non-current assets | 632,831 | 58,963 | 149,626 | 285,961 | 1,127,381 |
| Asset investments | 12,055 | 2,069 | 576 | 7,440 | 22,140 |
| Depreciation, amortization and impairment |
-36,176 | -5,210 | -98,138 | -5,107 | -144,631 |
| Average number of employees | 1,275 | 327 | 186 | 46 | 1,834 |
* DKK 69m has been restated from HQ, GDC and Eliminations to Western Europe compared to the annual report 2019. The net revenue is not affected by the restatement.
In order to be able to estimate the results of the segments and allocate resources between these, the Board of Directors also monitors the tangible, intangible and financial assets related to each segment.
Revenue and non-current assets distributed in geographic areas
The Group's revenue from external customers and non-current assets distribution in geographical areas are specified below. Revenue is distributed according to the country of the entity from where invoicing has taken place, and the non-current assets are distributed according to location and legal relation.
| Net revenue from external customers |
Non-current assets | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Denmark | 312,324 | 369,591 | 168,192 | 243,519 |
| Norway | 175,789 | 155,512 | 72,159 | 57,706 |
| United Kingdom | 172,629 | 190,096 | 49,108 | 52,181 |
| USA | 253,100 | 312,962 | 142,368 | 149,626 |
| Sweden | 595,297 | 587,535 | 498,248 | 395,939 |
| Russia | 69,193 | 74,268 | 34,894 | 37,086 |
| The rest of the world | 76,401 | 71,071 | 22,471 | 21,876 |
| Non-current assets classified as held for sale | 0 | 0 | 0 | 169,448 |
| Total | 1,654,733 | 1,761,035 | 987,440 | 1,127,381 |
Accounting policies
Segment data
Segment data are prepared in accordance with the Group's accounting policies and the Group's internal management reporting. Segment income, expenses, segment assets, and liabilities include items directly attributable to a segment and items that can be allocated to the individual segments on a reliable basis.
Assets in the segments comprise assets used directly in segment operations, including intangible and tangible fixed assets, investments in associates, inventories, receivables from sales of goods and services, other receivables, prepayments and cash.
Liabilities related to the segments comprise of liabilities derived from segment operations, including debts to suppliers of goods and services, provisions and other payables.
Note 4 – Net revenue
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Sale of products | ||||
| Columbus Software licenses | 4,186 | 10,328 | 654 | 3,575 |
| Columbus Software subscriptions | 21,457 | 22,422 | 8,631 | 8,730 |
| Columbus Cloud | 16,295 | 8,365 | 6,190 | 3,471 |
| External licenses | 78,204 | 73,774 | 13,490 | 15,364 |
| External subscriptions | 175,856 | 194,797 | 42,568 | 47,601 |
| External cloud | 42,969 | 33,698 | 10,639 | 7,033 |
| Total sale of products | 338,967 | 343,384 | 82,172 | 85,774 |
| Sale of services | ||||
| Sales value of finished projects | 1,388,026 | 1,320,247 | 236,372 | 243,083 |
| Change in contract assets | -86,071 | 65,875 | -9,444 | 4,698 |
| Other services | 13,811 | 31,529 | 2,822 | 4,927 |
| Total sale of services | 1,315,766 | 1,417,652 | 229,750 | 252,708 |
| Total net revenue | 1,654,733 | 1,761,035 | 311,922 | 338,482 |
| Contract assets, beginning of period | 132,000 | 66,125 | 21,401 | 16,703 |
| Contract assets, end of period | 45,929 | 132,000 | 11,957 | 21,401 |
| Total change in contract assets | -86,071 | 65,875 | -9,444 | 4,698 |
Accounting policies
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration Columbus expects to receive in exchange for the products or services. Revenue is recognized net of VAT, taxes etc. collected on behalf of third parties and discounts.
Columbus has chosen to apply the practical expedient to not adjust the total consideration over the contract term for the effect of incremental costs of obtaining a contract. The incremental costs to obtain a contract are recognized as an expense when incurred if the amortization period of the asset that Columbus otherwise would have recognized is one year or less.
Columbus has chosen to apply the practical expedient to not adjust the total consideration over the contract term for the effect of a financing component if the period between the transfer of services to the customer and the customer's payment for these services is expected to be one year or less.
Columbus typically enters into contracts that include a combination of software licenses and consulting services. These contracts are classified either as multiple element contracts or compound contracts. Multiple element contracts and compound contracts which include multiple products and services, are generally capable of being distinct and accounted for as separate performance obligations. Multiple element contracts are contracts where price and other significant issues in the contract are negotiated independently. In this group of contracts, each element is recognized individually, so that the sale of software and consulting services is recognized separately at their standalone selling prices.
Compound contracts are contracts where price and other essential items are negotiated together and cannot be disassembled. For these types of contracts products and services are recognized as their relative estimated standalone prices. The majority of Columbus' customer base has payment terms between 14 and 30 days from the invoice date. Columbus' accounting policies for each revenue line are disclosed below.
Each revenue line is subject to the 5-step model which includes:
-
- Identification of contract
-
- Separation of performance obligations
-
- Determining the transaction price
-
- Allocation of price to performance obligations
-
- Recognition of revenue
Note 4 – Net revenue (continued)
Columbus Software licenses
Columbus Software licenses are licenses to Columbus' own developed software where Columbus owns the software. Columbus software licenses are classified as on-premises software where the customer is provided with a right to use the software as it exists when made available to the customer. Revenue from distinct on-premise licenses is recognized at the point in time when the software is made available to the customer and the right to use the software has commenced.
Columbus Software subscriptions
Columbus Software subscriptions are subscriptions to Columbus' own developed software. The subscriptions to Columbus Software entitle the customer to receive new versions of the software that Columbus releases. Columbus Software subscriptions are recognized over time on a straight-line basis over the subscription period.
Columbus Cloud
Columbus Cloud is Columbus' own developed software where Columbus owns the software. Columbus Cloud is classified as software-as-a-service (SaaS), which allows customers to use hosted software without taking possession of the software. Columbus Cloud revenue includes two elements related to Columbus own Software; 1) A right to use, and 2) A right to updates and bugfixes. The right to use is 83% of the contract value and the right to updates and support is 17%. The value of the right to use the software for the contract period is recognized at the point in time when the software is made available to the customer. The value of the right to support and bugfixes are recognized over the contract period.
External licenses
External licenses are licenses to third party software where Columbus does not own the software and Columbus is a reseller of the software. External licenses are classified as on-premises software where the customer is provided with a right to use the software as it exists when made available to the customer. Revenue from distinct on-premise licenses is recognized upfront at the point in time when the software is made available to the customer and the right to use the software has commenced.
External subscriptions
External subscriptions are subscriptions to third party software where Columbus does not own the software and Columbus is a reseller of the software subscriptions. The subscriptions to external software entitle the customer to receive new versions of the software that the third-party software provider releases. External subscriptions are recognized at the point in time when the subscription is accepted by the customer as the performance obligation to Columbus is completed.
External cloud
External cloud is third party software where Columbus does not own the software and Columbus is a reseller of the usage to the software. External cloud is classified as software-as-a-service (SaaS), which
allows customers to use hosted software without taking possession of the software. External cloud is recognized upfront at the point in time when the software is made available to the customer and the right to use the software has commenced as Columbus has fulfilled all its obligations.
Services/other
Professional services and other fees on time and material contracts are recognized over time as production of each project is carried out. Revenue from fixed price projects is recognized based on the value corresponding to the stage of completion method. Revenue is recognized when total income and expenses of the projects and completion at the balance sheet date can be measured reliably as Columbus satisfies its performance obligations and it is probable that the economic benefits including payments will flow to the Group. Columbus considers this input method to be an appropriate measure of the progress towards complete satisfaction of these performance obligations under IFRS 15.
The timing of revenue recognition often differs from contract payment schedules, resulting in revenue that has been earned but not billed. These amounts are included in "Contract assets". Amounts billed in accordance with customer contracts, but not yet earned, are recorded and presented as part of "Contract liabilities".
Note 5 – Staff expenses and remuneration
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 | |
| Staff expenses | |||||
| Salary and wages | 867,501 | 871,822 | 220,860 | 214,792 | |
| Other social security costs | 152,327 | 155,112 | 1,715 | 1,860 | |
| Other staff expenses | 41,492 | 38,815 | 7,881 | 8,511 | |
| Staff costs before share-based payment | 1,061,320 | 1,065,749 | 230,456 225,163 | ||
| Share-based payment | 4,479 | 5,470 | 4,479 | 110 | |
| Staff expenses | 1,065,799 | 1,071,219 | 234,935 225,273 | ||
| Average number of employees | 1,847 | 1,834 | 352 | 345 |
The parent company's Executive Board and Board of Directors are remunerated as follows:
| DKK ´000 | Executive Board |
Board of Directors |
Other senior employees |
|---|---|---|---|
| 2020 | |||
| Salary and wages | 5,435 | 473 | 30,809 |
| Share-based payment | 861 | 76 | 612 |
| Severance pay | 7,517 | 0 | 0 |
| One-off bonus | 4,985 | 1,000 | 0 |
| 18,798 | 1,549 | 31,420 | |
| 2019 | |||
| Salary and wages | 8,362 | 675 | 25,980 |
| Share-based payment | 1,503 | 174 | 1,102 |
| 9,865 | 849 | 27,082 |
In connection with the CEO's resignation, the Board of Directors determined an allowance of DKK 7,517 thousand for the period September 2020 to end February 2022.
Other senior employees are defined as those employees involved in management of the parent company, as well as the Managing Directors of the parent company's subsidiaries.
The Executive Board and a number of senior employees in the Parent Company as well as the Group are subject to special bonuses depending on individually defined performance targets. The arrangements are unchanged compared to last year.
Defined contribution plans
The Group finances defined contribution plans through continuous premium payments to independent pension and insurance companies, which are responsible for the pension liabilities. After payment of pension contribution to defined contribution plans, the Group has no further pension liabilities towards employees or resigned employees in relation to the future development in interest rates, inflation, mortality, disability etc. with regards to the amount to be paid to employees at a later time.
Incentive schemes
In December 2017 Columbus established a warrant program for the Board of Directors, senior executives and other senior employees. The program, which can only be exercised by purchasing the shares in question, grants the right to subscribe a number of shares in the parent company at a price agreed in advance. The vesting period corresponds to the fiscal year with the final grant at 31 December 2020. At the grant date the market value of the shares was DKK 3,966,643. The exercise periods are scheduled to the first 14 days after publication of the Company's Annual Report. Warrants not exercised within the last exercise period will be lost. The warrant program is contingent on employment in the Company.
In April 2018 Columbus established a warrant program for the senior executives and other senior employees. The program, which can only be exercised by purchasing the shares in question, grants the right to subscribe a number of shares in the parent company at a price agreed in advance. The vesting period corresponds to the fiscal year with the final grant at 31 December 2020. At the grant date the market value of the shares was DKK 10,928,988. The exercise periods are scheduled to the first 14 days after publication of the Company's Annual Report. Warrants not exercised within the last exercise period will be lost. The warrant program is contingent on employment in the Company.
Note 5 – Staff expenses and remuneration (continued)
In May 2019 Columbus established a warrant program. The program, which can only be exercised by purchasing the shares in question, grants the right to subscribe a number of shares in the parent company at a price agreed in advance. The vesting period corresponds to the fiscal year with the final grant at 31 December 2022. At the grant date the market value of the shares was DKK 452.169. The exercise periods are scheduled to the first 14 days after publication of the Company's Annual Report. Warrants not exercised within the last exercise period will be lost. The warrant program is contingent on employment in the Company.
In February 2020 Columbus established a warrant program for senior executives and other senior employees. The program, which can only be exercised by purchasing the shares in question, grants the right to subscribe a number of shares in the parent company at a price agreed in advance. The vesting period corresponds to the fiscal year with the final grant at 31 December 2023. At the grant date the market value of the shares was DKK 4,546,962. The exercise periods are scheduled to the first 14 days after publication of the Company's Annual Report. Warrants not exercised within the last exercise period will be lost. The warrant program is contingent on employment in the Company.
Changes in the capital in Columbus, distribution of dividend or change of control does not result in any adjustment of the number of warrants or the exercise price.
The development in outstanding warrants can be specified as follows:
| Number of warrants | Avg. exercise rate per warrant |
|||
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| Outstanding 1 January | 8,340,000 | 11,535,000 | 13.22 | 12.66 |
| Granted during the period | 3,105,000 | 270,000 | 8.99 | 12.30 |
| Lost due to termination of employment | -802,500 | -630,000 | 12.13 | 12.81 |
| Exercised during the period | 0 | -2,835,000 | 0.00 | 6.78 |
| Outstanding end of period | 10,642,500 | 8,340,000 | 12.07 | 13.22 |
| Number of warrants which can be exercised | ||||
| at balance sheet date | 5,276,250 | 2,845,000 | ||
| Weighted average contractual life (years) | 1.86 | 2.08 | ||
| Weighted average exercise rate | 13.59 | 14.56 |
The incentive scheme is based on Black & Scholes' calculations for the estimated market value at the time of allocation. The assessment is based on the following assumptions:
| Warrants December 2020 |
Share price at grant date (DKK per share) |
Exercise price (DKK per share) |
Number of warrants end of period |
Esti mated volatility (%)* |
Risk free interest (%) |
Esti mated return rate (%) |
Expiry (num ber of years) |
|---|---|---|---|---|---|---|---|
| Granted | |||||||
| December 2017 | 13.15 | 13.15 | 2,055,000 | 22.1% | 0.0% | 0.0% | 0.30 |
| Granted | |||||||
| April 2018 ** | 12.30 | 12.30 | 3,606,250 | 22.4% | 0.0% | 0.0% | 0.30 |
| Granted | |||||||
| April 2018 ** | 15.08 | 15.08 | 2,011,250 | 19.2% | 0.0% | 0.0% | 0.30 |
| Granted | |||||||
| February 2020 | 8.99 | 8.99 | 2,970,000 | 25.4% | 0.0% | 0.0% | 3.30 |
* The expected volatility is calculated based on the historic volatility during the past year until the grant of the warrant programs.
** In May 2019 Columbus changed the share price at grant date for the program granted April 2018. The share price at grant date is changed from 15.08 DKK per share to 12.30 DKK per share. According to regulation the grant share price for granted shares related to 2018 is not changed as the change is executed in 2019.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | 2020 2019 |
2020 | 2019 | ||
| Expensed share-based payment related to | |||||
| equity instruments | 4,479 | 5,470 | 4,479 | 5,470 |
Note 5 – Staff expenses and remuneration (continued)
Accounting policies
Wages and salaries, social security contributions, leave and sick leave, bonuses and non-monetary benefits are recognised in the financial year in which services are rendered by employees of Columbus. Termination benefits are recognised at the time an agreement between Columbus and the employee is made and no future service is rendered by the employee in exchange for the benefits.
Share option schemes
Equity-settled share options are measured at fair value at grant date and recognized in the income statement under share-based payment over the period in which the final right of the options vest. The balancing item is recognized directly in equity.
On initial recognition of share options, the number of options expected to vest at expiry is estimated. Subsequently revised for changes in the estimated number of vested options, so that the total recognition is based on the actual number of vested options.
The fair value of the options granted is estimated using the Black-Scholes model with the parameters stated in the Note.
Note 6 – Depreciation, amortization and impairment
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Depreciation | 39,488 | 39,087 | 6,385 | 6,194 |
| Amortization | 15,927 | 15,543 | 3,724 | 3,488 |
| Impairment | 0 | 90,000 | 0 | 0 |
| Total depreciation, amortization | ||||
| and impairment | 55,415 | 144,631 | 10,109 | 9,682 |
In 2019 the impairment is related to an extraordinary write down of goodwill in the US business of DKK 90m.
Note 7 – Other operating income
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Non-recurring income from acquisitions | 45,766 | 76,029 | 45,766 | 73,287 |
| Central cost allocation Columbus Group | 0 | 0 | 48,126 | 38,525 |
| Other services | 801 | 1,697 | 0 | 0 |
| Total other operating income | 46,567 | 77,726 | 93,892 | 111,812 |
Non-recurring income is related to adjustment of provision of unachieved earn out remuneration to seller from the acquisition of iStone in earlier years.
Accounting policies
Other operating income and expenses include income and expenses of a secondary nature to the Group's primary activities, including adjustments of contingent liabilities related to acquisitions, gains and losses on disposal of intangible and tangible assets. Gains and losses on disposal of intangible and tangible assets are calculated as the selling price less selling costs and the carrying amount at the time of sale.
Note 8 – Financial income and expenses
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 | |
| Financial income | |||||
| Interest income from subsidiaries | 0 | 0 | 217 | 2,495 | |
| Interest income on bank deposits, etc. | 173 | 337 | 1,200 | 0 | |
| Other interest income | 783 | 89 | 27 | 0 | |
| Interest income on financial assets measured at amortised cost in the result |
956 | 426 | 1,444 | 2,495 | |
| Foreign exchange gains | 0 | 0 | 0 | 0 | |
| Total financial income | 956 | 426 | 1,444 | 2,495 | |
| Financial expenses | |||||
| Interests expense to subsidiaries | 0 | 0 | 200 | 119 | |
| Interest expense on bank loans | 2,478 | 1,687 | 2,522 | 1,691 | |
| Interest expense leases, Right-of-use-assets | 3,661 | 4,072 | 515 | 569 | |
| Other interest expense | 2,754 | 1,973 | 2,087 | 1,970 | |
| Interest expense from financial liabilities that are measured at amortised cost in the result |
8,893 | 7,732 | 5,324 | 4,349 | |
| Foreign exchange loss | 9,272 | 3,428 | 10,288 | 2,644 | |
| Total financial expenses | 18,165 | 11,160 | 15,612 | 6,993 |
Discounted interest expenses of DKK 1,294k which relate to contingent consideration (note 18) are included in other interest expenses.
Foreign exchange loss include fair value adjustment of currency forward derivative in 2020 of DKK -2,252k and in 2019 of DKK 6,548k.
Accounting policies
Transactions in currencies other than the Group's functional currency are translated initially at the transaction date. Receivables and payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated at the closing rate. Gains and losses arising from the difference between the exchange and the transaction date are recognized in the statement of comprehensive income as financial items. Tangible and intangible assets, inventories and other non-monetary assets acquired in foreign currency and measured at historical cost are translated at the transaction date. Non-monetary items revalued at fair value are translated using the exchange rate at the date of revaluation. Simple forward contracts are measured at fair value and recognized in other receivables or other payables. Gain and losses arising from the forward contracts are recognized in the statement of comprehensive income as financial items.
Translation of foreign subsidiaries
On recognition in the consolidated financial statements of foreign subsidiaries with a functional currency other than Danish kroner (DKK), income statements are translated at average exchange rates for the months unless these deviates significantly from the actual exchange rates at the transaction dates. In the latter case, the actual exchange rates are used. Balance sheet items are translated at the closing exchange rates. Goodwill is considered to belong to the acquired entity and is translated at the closing rate.
Foreign exchange differences arising from the translation of foreign company balance sheet items at the beginning of the closing exchange rates, and on translation of foreign entities' income statements from average rates to closing rates are recognized in other comprehensive income. Similarly, exchange differences arising as a result of changes made directly in the foreign enterprise's equity, are also recognized in other comprehensive income. Adjustment of receivables or debt to subsidiaries which are considered part of the Parent Company's overall investment in the subsidiary in question are recognized in other comprehensive income in the consolidated financial statements, whereas they are recognized in the statement of comprehensive income of the Parent Company.
Financial items
Financial items include interest income and expenses, the interest portion of lease payments, gains and losses on foreign currency transactions and surcharges and allowances under the account tax scheme.
Note 9 – Corporate tax
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Tax on result for the year | ||||
| Current tax | 14,584 | 19,666 | 11 | 2,946 |
| Change in deferred tax | -6,092 | 408 | 746 | 2,098 |
| Withholding tax | 1,553 | 330 | 1,553 | 0 |
| Adjustment to previous years | 577 | 370 | 16 | -80 |
| Total tax on result for the year | 10,622 | 20,774 | 2,326 | 4,964 |
| Tax on result for the year explained as follows | ||||
| Calculated 22% on pre-tax earnings on continuing operations |
14,483 | 418 | 32,856 | 8,181 |
| Tax effect of: | ||||
| Adjustment to tax concerning previous years | 577 | -145 | 16 | -80 |
| Adjustment to tax rates in foreign subsidiaries relative to 22% |
-446 | 1,338 | 0 | 0 |
| Non-capitalized tax value of losses | 2,976 | 18,900 | 0 | 0 |
| Withholding tax | 1,553 | 330 | 1,553 | 0 |
| Effect of reduced corporate tax rate | 0 | 33 | 0 | 0 |
| Not taxable income | -372 | -889 | -23,066 | -3,520 |
| Not taxable expenses | 985 | 5,063 | 23 | 17,347 |
| Other temporary differences | -1,372 | 12,710 | 0 | -55 |
| Other permanent differences | -7,762 | -16,984 | -9,056 | -16,909 |
| Total tax on result for the year | 10,622 | 20,774 | 2,326 | 4,964 |
| Effective tax rate (%) | 16.13 | 56.53 | 1.53 | 13.35 |
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 | |
| Corporate tax payable (net) | |||||
| Balance at 1 January | 3,767 | 3,236 | 2,946 | 1,506 | |
| Currency adjustment | 65 | 173 | 0 | 0 | |
| Adjustment to previous years | -1,901 | 17 | 0 | 0 | |
| Current tax for the year | 14,584 | 24,787 | 11 | 2,946 | |
| Tax paid on account for the year | -3,688 | -16,648 | -2,946 | -1,506 | |
| Corporate tax paid during the year | -4,154 | -7,797 | 0 | 0 | |
| Reclassified to assets classified as held for sale | 658 | 0 | 0 | 0 | |
| Balance at 31 December | 9,331 | 3,767 | 11 | 2,946 | |
| Corporate tax receivable | -871 | -1,360 | 0 | 0 | |
| Corporate tax payable | 10,202 | 5,127 | 11 | 2,946 | |
| Balance at 31 December | 9,331 | 3,767 | 11 | 2,946 |
The effective tax rate in 2019 is extraordinarily high as tax assets that relate to the impairment has not been recognised.
Note 9 – Corporate tax (continued)
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Deferred tax assets | ||||
| Balance at 1 January | 29,550 | 28,910 | 3,361 | 4,764 |
| Deferred tax assets 1 January | 29,550 | 28,910 | 3,361 | 4,764 |
| Currency adjustments | -1,735 | 352 | 0 | 0 |
| Adjustment to previous years | 2,227 | 1,110 | 0 | 694 |
| This year's change in deferred tax | 13,348 | -822 | -746 | -2,097 |
| Balance at 31 December | 43,390 | 29,550 | 2,615 | 3,361 |
| Deferred tax assets relate to | ||||
| Intangible assets | 1,100 | 4,357 | 1,337 | 1,827 |
| Tangible assets | 2,241 | 2,619 | 1,130 | 1,398 |
| Current assets | 4,139 | 5,220 | 148 | 136 |
| Loss carry forward | 35,910 | 17,354 | 0 | 0 |
| Balance at 31 December | 43,390 | 29,550 | 2,615 | 3,361 |
Based on the management's assessment of future income, short-term tax assets are expected to be DKK 11m and the total tax assets are expected to be utilized within a 5-year period.
| Group | Parent Company | ||||
|---|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 | |
| Deferred tax liabilities | |||||
| Balance at 1 January | 26,296 | 25,016 | 0 | 0 | |
| Deferred tax liabilities 1 January | 26,296 | 25,016 | 0 | 0 | |
| Currency adjustment | 88 | -99 | 0 | 0 | |
| Adjustment to previous years | 8,618 | 0 | 0 | 0 | |
| This year's change in deferred tax | 5,614 | 1,379 | 0 | 0 | |
| Reclassified to assets classified as held for sale | -16,123 | 0 | 0 | 0 | |
| Balance 31 December | 24,493 | 26,296 | 0 | 0 | |
| Deferred tax liabilities relate to | |||||
| Intangible assets | 21,943 | 18,801 | 0 | 0 | |
| Current assets | 2,550 | 7,495 | 0 | 0 | |
| Balance 31 December | 24,493 | 26,296 | 0 | 0 |
The Group's non-capitalized tax assets amount to DKK 29m (2019: DKK 13m).
Accounting policies
Income tax for the year, comprising current tax and movements in deferred tax, is recognized in the statement of comprehensive income by the portion attributable to the profit and directly in equity or in other comprehensive income to the extent that it relates to items recognized directly in equity and in other comprehensive income. Exchange adjustments of deferred tax is recognized as part of the adjustment of deferred tax.
Current tax liabilities and receivables are recognized in the balance sheet as estimated tax on the taxable income, adjusted for prepaid tax.
When calculating the current tax, the applicable tax rates and rules on the balance sheet date is used.
Note 9 – Corporate tax (continued)
Deferred tax is recognized using the balance sheet liability method on all temporary differences between accounting and tax values of assets and liabilities, except for deferred taxes on temporary differences arising on the initial recognition of goodwill or from the initial recognition of a transaction that is not a business combination, and where the temporary difference identified by the initial recognition affects neither the accounting profit nor the taxable income. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, unless the parent is able to control when the deferred tax is realized, and it is probable that the deferred tax will not crystalize as current tax in the foreseeable future. Deferred tax is calculated based on the planned use of each asset and settlement of each liability.
Deferred tax is measured based on the tax rules and rates in the respective countries, based on enacted or in reality enacted laws at the balance sheet dates that are expected to apply when the deferred tax is expected to crystallize as current tax. Changes in deferred tax due to changes in tax rates or rules are recognized in the statement of comprehensive income unless the deferred tax is attributable to transactions previously recognized directly in equity or in other comprehensive income. In the latter case, the change is also recognized in equity, respectively, in other comprehensive income.
Deferred tax assets, including the tax value of tax loss carry forwards, are recognized at the value at which they are expected to be realized, either as net assets to offset against future taxable income or against deferred tax liabilities in the same legal tax entity and jurisdiction. It is assessed at each reporting date whether it is likely that in the future there will be sufficient taxable profits against which the deferred tax asset can be utilized.
The Parent Company and its Danish subsidiaries are part of a mandatory Danish joint taxation with all Danish companies controlled by Consolidated Holdings A/S. The calculated Danish tax on the joint taxable income is distributed among the jointly taxed companies in proportion to their taxable income (full allocation with credit for tax losses).
Note 10 – Earnings per share
The calculation of earnings per share is based on the following:
| Group | ||||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | ||
| Result for the year from continuing operations | 55,211 | -18,876 | ||
| Minority interests' share of the result for the year | -70 | -371 | ||
| Result used for calculating earnings per share, diluted | 55,141 | -19,247 | ||
| Average number of shares listed on NASDAQ Copenhagen (pcs.) | 124,622,132 | 124,013,192 | ||
| Number of shares used to calculate earnings per share (pcs.) | 124,622,132 | 124,013,192 | ||
| Average dilutive effect on outstanding subscription rights (pcs.) | 0 | 0 | ||
| Number of shares used to calculate earnings per share, diluted | ||||
| (pcs.) | 124,622,132 | 124,013,192 | ||
| Earnings per share of DKK 1.25 (EPS) | 0.44 | -0.16 | ||
| Earnings per share of DKK 1.25, diluted (EPS-D) | 0.44 | -0.16 |
Note 11 – Intangible assets
| DKK ´000 | Goodwill | Customer base |
Other intangible assets |
Develop ment projects finalized |
Develop ment projects in progress |
Total |
|---|---|---|---|---|---|---|
| Group 2020 | ||||||
| Balance at | ||||||
| 1 January 2020 | 1,011,163 | 96,552 | 16,916 | 241,555 | 6,066 | 1,372,252 |
| Currency translation | -12,608 | -1,210 | -117 | -1,092 | -14 | -15,041 |
| Additions | 0 | 0 | 9,430 | 397 | 955 | 10,782 |
| Additions relating to acquisitions |
17,048 | 9,409 | 0 | 854 | 0 | 27,311 |
| Disposal for the year | 0 | 0 | 0 | -2,389 | 0 | -2,389 |
| Transfer | 0 | 0 | 0 | 277 | -277 | 0 |
| Reclassified to assets held for sale |
-81,907 | -13,615 | 0 | -202,704 | -5,790 | -304,016 |
| Balance at 31 December 2020 |
933,696 | 91,136 | 26,229 | 36,898 | 940 | 1,088,899 |
| Amortization at | ||||||
| 1 January 2020 | 165,389 | 45,620 | 6,351 | 162,703 | 0 | 380,063 |
| Currency translation | -8,654 | -1,156 | -117 | -951 | 0 | -10,878 |
| Amortization | 0 | 12,265 | 2,190 | 1,472 | 0 | 15,927 |
| Reversal of | ||||||
| amortization | 0 | 0 | 0 | -529 | 0 | -529 |
| Reclassified to assets held for sale |
0 | -6,987 | 0 | -129,194 | 0 | -136,181 |
| Amortization at | ||||||
| 31 December 2020 | 156,735 | 49,742 | 8,424 | 33,501 | 0 | 248,402 |
| Carrying amount at 31 December 2020 |
776,961 | 41,394 | 17,805 | 3,397 | 940 | 840,497 |
Except for goodwill, economic life of all intangible assets is expected to be definitive.
Note 11 – Intangible assets (continued)
| Other | Develop ment |
Develop ment |
||||
|---|---|---|---|---|---|---|
| DKK ´000 | Goodwill | Customer base |
intangible assets |
projects finalized |
projects in progress |
Total |
| Group 2019 | ||||||
| Balance at | ||||||
| 1 January 2019 | 1,009,734 | 96,413 | 11,279 | 219,346 | 11,723 | 1,348,495 |
| Foreign currency | ||||||
| translation | 1,429 | 139 | 109 | 267 | 200 | 2,144 |
| Additions | 0 | 0 | 5,608 | 1,897 | 35,530 | 43,035 |
| Disposal for the year | 0 | 0 | -80 | -21,343 | 0 | -21,423 |
| Development projects, finalized |
0 | 0 | 0 | 41,388 | -41,388 | 0 |
| Balance at | ||||||
| 31 December 2019 | 1,011,163 | 96,552 | 16,916 | 241,555 | 6,066 | 1,372,252 |
| Amortization at | ||||||
| 1 January 2019 | 75,862 | 32,063 | 4,618 | 151,866 | 0 | 264,409 |
| Foreign currency | ||||||
| translation | -473 | 421 | 109 | 245 | 0 | 302 |
| Amortization | 0 | 13,136 | 1,704 | 28,435 | 0 | 43,275 |
| Impairment | 90,000 | 0 | 0 | 0 | 0 | 90,000 |
| Reversal of | ||||||
| amortization | 0 | 0 | -80 | -17,844 | 0 | -17,924 |
| Amortization at 31 December 2019 |
165,389 | 45,620 | 6,351 | 162,703 | 0 | 380,063 |
| Carrying amount at 31 December 2019 |
845,774 | 50,933 | 10,565 | 78,852 | 6,066 | 992,190 |
Except for goodwill, economic life of all intangible assets is expected to be definitive.
Goodwill
The carrying amount of goodwill is distributed on cash-generating units as shown below:
| DKK ´000 | Country | Segment* | 31 Decem ber 2020 |
31 Decem ber 2019 |
|---|---|---|---|---|
| Columbus A/S | DK | VAR | 110,240 | 110,240 |
| ZAO Columbus | RU | VAR | 30,944 | 30,944 |
| Columbus US Inc. | US | VAR | 115,498 | 126,518 |
| Columbus Norway AS | NO | VAR | 51,270 | 37,960 |
| UAB Columbus Lietuva | LT | VAR | 4,694 | 4,713 |
| Columbus Global (UK) Ltd. | UK | VAR | 39,547 | 42,087 |
| Columbus Eesti AS | EE | VAR | 10,900 | 10,944 |
| Columbus CoMakeIt India Pvt Ltd. | IN | VAR | 4,130 | 4,130 |
| iStone AB |
SE | VAR | 409,738 | 396,332 |
| Total consultancy | 776,961 | 763,868 | ||
| To-Increase B.V. | NL | ISV | 0 | 81,906 |
| Total ISV segment | 0 | 81,906 | ||
| Total goodwill | 776,961 | 845,774 |
*VAR = Value Added Reseller, ISV = Independent Software Vendor
The management performs an impairment test of the carrying amount of goodwill, development projects and other non-current assets at least annually and more frequently if there are indicators of impairment. The annual impairment test is performed on 31 October 2020.
The recoverable amount of goodwill related to the individual cash generating units are calculated based on the Discounted Cash Flows method (DCF).
The main changes in the goodwill from 2019 to 2020 relate to addition on goodwill in Columbus Norway AS, following purchase of Advania Business Solutions in Norway. The total amount of goodwill is further impacted by the classification of CGU's that is classified as held for sale, including To-Increase B.V. and Columbus A/S private cloud business.
Note 11 – Intangible assets (continued)
Future cash flows
The recoverable amount of the individual cash-generating units to which the goodwill belongs to, is calculated based on the calculations of capital value. The most significant uncertainties are connected to the determination of discount rates, growth rates and expected changes in costs in the budget and terminal periods.
Budget for the individual cash generating units is based on a bottom up process. The key assumptions for the budget are expected development in efficiency (number of chargeable hours compared to total hours) in the consultancy business and expected revenue and gross profits from sale of software and general development in cost. The budget process takes place in October through November and takes into consideration the historical performance and current condition and performance of the cash generating unit in terms of pipeline, order book and current capacity in terms of consultants.
The 3-year projection period is based on individual and balanced assumptions for the three main revenue streams in Columbus i.e. Consultancy, external software and Columbus Software.
In generating a terminal value, a conservative real growth in revenue and cost of 1% is applied. With regards to staff cost a real growth of 2% is expected in the 3-year interim period and 1% in generating the terminal value.
Columbus is operating in a market where the development has low sensitivity to market development in general and to the development in general IT spending by companies. The management believes that likely changes in the key assumptions will not cause the carrying amount of goodwill to exceed the recoverable amounts. Group management has performed a sensitivity analysis of goodwill impairment tests to show the headroom between carrying amount and the recoverable amounts. The sensitivity analysis is focusing on changes in free cash flow in terminal period with 5% and changes in discount rate with 1 percentage point. The analysis did not identify any indication of impairment.
The US Cash Generating unit was impaired in 2019, as a result of a challenging turnaround process, that was expected to be delayed due to the spread of the Covid-19 pandemic. Due to global crisis, it was expected that the turnaround would become a longer journey than initially assumed. As a result, management decided to write down the goodwill for Columbus US with DKK 90m. During the financial year 2020, the assumption of the longer turnaround has turned out to be correct, and thus the US business has delivered results lower than the initial budget, but at the expected level, considering the global crisis. The impairment test shows that the US cash generating unit continues to be a close call, and in case of a drop in cash flow of 5%, would result in a need for impairment. Due to the challenging situation, the US cash-generating unit continues to be a focus point for the Group, in order to ensure a successful turnaround.
Discount rate
The determined discount factors reflect the market assessment of the time value of money in the countries where the cash generating units operate expressed as a risk-free rate and the specific risks associated with each cash-generating unit. The discount rate is determined on an "after tax" basis on the assessed Weighted Average Costs of Capital (WACC).
The discount rate used to calculate the present value of expected future cash flow is between 7.1% and 10.1% after tax (2019: 7.1% - 9.1%), representing 7.2% and 10.2% pretax (2019: 7.1% - 9.1%). The reason for the insignificant difference between after tax and pre-tax discount rates is due to a relatively low debt to equity ratio and due to the fact that Columbus has significant tax losses carry forwards to offset tax payments. The discount rate has been determined based on the Capital Asset Pricing Model and comprise a risk-free interest rate, the market risk premium and a beta factor, covering systematic market risk and a company premium. The values for the risk-free interest rate, the market risk premium and the beta factor are determined using external sources. The Group applies the same discount rates for all cash generating units, as the risk of the individual cash generating units are reflected in their estimated cash flows. However, to accommodate for higher assessed risk in the future cash flows in US, RU, EE and LT, a 3% higher discount factor has been applied for these markets.
Most important assumptions for the impairment test
With the applied method for the annual impairment test, the growth rate applied in the terminal value and the WACC becomes the most important assumptions for the net present value of the future cash flows.
Overall, the impairment based on the above assumptions demonstrates that the present value of the future cash flows from the cash generating units exceeds the carrying amount of goodwill. The management has applied conservative growth rates for the projection period and for the period following the projection period developed for the purpose of the impairment test.
Note 11 – Intangible assets (continued)
| Customer | Other intangible |
Develop ment projects |
|||
|---|---|---|---|---|---|
| DKK ´000 | Goodwill | base | assets | finalized | Total |
| Parent 2020 | |||||
| Balance at 1 January 2020 | 111,224 | 18,979 | 13,755 | 28,647 | 172,605 |
| Reclassification of previous years | 0 | 0 | 1,018 | 707 | 1,725 |
| Additions | 0 | 0 | 9,408 | 397 | 9,805 |
| Disposal for the year | 0 | 0 | 0 | -2,389 | -2,389 |
| Reclassification to assets held for | |||||
| sale | 0 | -10,000 | 0 | 0 | -10,000 |
| Balance at 31 December 2020 | 111,224 | 8,979 | 24,181 | 27,362 | 171,746 |
| Amortization at 1 January 2020 | 984 | 12,853 | 3,200 | 24,486 | 41,523 |
| Reclassification of previous years | 0 | 0 | 1,019 | 706 | 1,725 |
| Amortization | 0 | 715 | 2,179 | 828 | 3,722 |
| Reversal of depreciation | 0 | 0 | 0 | -529 | -529 |
| Reclassification to assets held for | |||||
| sale | 0 | -5,541 | 0 | 0 | -5,541 |
| Amortization at 31 December 2020 | 984 | 8,027 | 6,398 | 25,491 | 40,900 |
| Carrying amount at | |||||
| 31 December 2020 | 110,240 | 952 | 17,783 | 1,871 | 130,846 |
Other intangible assets include development projects for internal use with a net carrying amount of DKK 17.783k.
| Carrying amount at 31 December 2019 |
110,240 | 6,126 | 10,555 | 4,161 | 131,082 |
|---|---|---|---|---|---|
| Amortization at 31 December 2019 | 984 | 12,853 | 3,200 | 24,486 | 41,523 |
| Amortization | 0 | 2,124 | 1,694 | 1,079 | 4,898 |
| Amortization at 1 January 2019 | 984 | 10,730 | 1,505 | 23,407 | 36,626 |
| Balance at 31 December 2019 | 111,224 | 18,979 | 13,755 | 28,647 | 172,605 |
| Additions | 0 | 0 | 5,609 | 1,703 | 7,312 |
| Balance at 1 January 2019 | 111,224 | 18,979 | 8,146 | 26,944 | 165,293 |
| Parent 2019 | |||||
| DKK ´000 | Goodwill | Customer base |
intangible assets |
projects finalized |
Total |
| Other | Develop ment |
Other intangible assets include development projects for internal use with a net carrying amount of DKK 10.555k.
Note 11 – Intangible assets (continued)
Accounting policies
Goodwill
Goodwill is recognized and measured at initial recognition as the difference between the cost and the net assets of the acquired company. The net assets of the acquired company are based on the fair value of assets and liabilities at the acquisition date. On recognition of goodwill, the goodwill is allocated to each of the Group's activities that generate separate cash flows (cash generating units). The determination of cashgenerating units follows the management structure and internal financial management and reporting of the Group.
Goodwill is not amortized but is tested annually for impairment.
Customer base
Customer base are primarily capitalized to the fair value of the customer base in acquired companies, recognized during the purchase price allocation. Customer base is amortized over 7 years.
Other intangible assets
Other intangible assets comprise internally developed projects, that is carried out to optimize internal work flows. These are measured at cost less accumulated amortization and impairment losses.
Other intangible assets are amortized over the expected life. The amortization period is usually 5 years. Acquired license rights are impaired to the recoverable amount if this is lower than the carrying value.
Development projects
Development projects are projects that are clearly defined and identifiable, where the technical feasibility, adequate resources and a potential future market or application in the Group can be demonstrated and where the intention is to produce, promote or use the project. Development projects are recognized as intangible assets if the cost can be measured reliably and there is sufficient assurance that future earnings or the net selling price will cover production, sales, administration and development costs. Other development costs are recognized in the statement of comprehensive income as incurred.
Development costs are measured at cost less accumulated depreciation and impairment losses. The cost includes wages, salaries, services and other costs directly attributable to the Group's development and which are necessary to complete the project, from the time when the development project first qualifies for recognition as an asset.
After completion of the development project, development costs are depreciated on straight-line basis over the estimated useful life. The depreciation period is usually 3-5 years.
Development projects are reviewed annually to determine whether there are indications of impairment. If such an indication exists, the asset's recoverable amount is calculated. If the recoverable amount is lower than the carrying value, the development projects are impaired to this value. Development projects in progress are tested at least annually for impairment.
Note 12 – Tangible assets
| Land and | Leasehold improve |
Fixtures and |
||
|---|---|---|---|---|
| DKK ´000 | buildings | ments | equipment | Total |
| Group 2020 | ||||
| Balance at 1 January 2020 | 95 | 818 | 61,636 | 62,549 |
| Foreign currency translation | -6 | -8 | -2,138 | -2,152 |
| Additions | 0 | 0 | 4,248 | 4,248 |
| Additions related to acquisitions | 0 | 0 | 13 | 13 |
| Disposals | 0 | 0 | -6,441 | -6,441 |
| Reclassification of previous years | 0 | 0 | -6,852 | -6,852 |
| Reclassified to asset held for sale | 0 | -89 | -7,463 | -7,552 |
| Balance at 31 December 2020 | 89 | 721 | 43,003 | 43,813 |
| Depreciation at 1 January 2020 | 66 | 749 | 49,486 | 50,301 |
| Foreign currency translation | -3 | -5 | -1,739 | -1,747 |
| Depreciation | 13 | 53 | 5,193 | 5,259 |
| Reversed depreciation on disposals | 0 | 0 | -6,441 | -6,441 |
| Reclassification of previous years | 0 | 0 | -6,852 | -6,852 |
| Reclassified to asset held for sale | 0 | -85 | -5,296 | -5,381 |
| Depreciation at 31 December 2020 | 76 | 712 | 34,351 | 35,139 |
| Carrying amount at 31 December 2020 | 13 | 9 | 8,652 | 8,674 |
| Land and | Leasehold improve |
Fixtures and |
||
|---|---|---|---|---|
| DKK ´000 | buildings | ments | equipment | Total |
| Group 2019 | ||||
| Balance at 1 January 2019 | 2,165 | 861 | 75,897 | 78,923 |
| Foreign currency translation | 145 | 1 | 561 | 707 |
| Additions | 0 | 9 | 5,948 | 5,957 |
| Disposals | -2,238 | -53 | -13,050 | -15,341 |
| Reclassification of previous years | 23 | 0 | -7,720 | -7,697 |
| Balance at 31 December 2019 | 95 | 818 | 61,636 | 62,549 |
| Depreciation at 1 January 2019 | 144 | 687 | 53,902 | 54,733 |
| Foreign currency translation | 12 | 0 | 620 | 632 |
| Depreciation | 52 | 114 | 6,257 | 6,423 |
| Reversed depreciation on disposals | -164 | -52 | -12,946 | -13,162 |
| Reclassification of previous years | 22 | 0 | 1,653 | 1,675 |
| Depreciation at 31 December 2019 | 66 | 749 | 49,486 | 50,301 |
| Carrying amount at 31 December 2019 | 29 | 69 | 12,150 | 12,248 |
At the beginning of the year leases formerly classified as Financial Leasing, with a net carrying amount of DKK 9,373k was transferred to Right-of-use-assets due to the implementation of IFRS 16. Please refer to note 13 Right-of-use-assets.
Note 12 – Tangible assets (continued)
| Leasehold improve |
Fixtures and |
||
|---|---|---|---|
| DKK ´000 | ments | equipment | Total |
| Parent 2020 | |||
| Balance at 1 January 2020 | 486 | 25,471 | 25,957 |
| Additions | 0 | 1,771 | 1,771 |
| Balance at 31 December 2020 | 486 | 27,242 | 27,728 |
| Depreciation at 1 January 2020 | 455 | 24,153 | 24,608 |
| Depreciation | 27 | 1,074 | 1,101 |
| Depreciation at 31 December 2020 | 482 | 25,227 | 25,709 |
| Carrying amount at 31 December 2020 | 4 | 2,015 | 2,019 |
| Leasehold improve |
Fixtures and |
||
|---|---|---|---|
| DKK ´000 | ments | equipment | Total |
| Parent 2019 | |||
| Balance at 1 January 2019 | 486 | 24,653 | 25,139 |
| Additions | 0 | 818 | 818 |
| Balance at 31 December 2019 | 486 | 25,471 | 25,957 |
| Depreciation at 1 January 2019 | 377 | 22,949 | 23,326 |
| Depreciation | 78 | 1,204 | 1,282 |
| Depreciation at 31 December 2019 | 455 | 24,153 | 24,608 |
| Carrying amount at 31 December 2019 | 31 | 1,318 | 1,348 |
Accounting policies
Property plant and equipment
These are measured at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and any costs directly attributable to the acquisition until the date the asset is ready for use.
Fixtures and equipment are depreciated over 3 to 5 years, equal to the asset's estimated useful life. Leasehold improvements are amortized over the lease period not exceeding 5 years.
The basis for depreciation is determined taking into account the residual value less impairment losses. The value is impaired to the recoverable amount if this is lower than the carrying value. The residual value is determined at the acquisition date and reassessed annually. Depreciation is discontinued if the residual value exceeds the carrying amount.
In amendment of the depreciation period or the residual value, the effect is recognized prospectively as a change in accounting estimates.
Note 13 – Right-of-use-assets
| DKK ´000 | Other equipment |
Cars | Offices | Total |
|---|---|---|---|---|
| Group 2020 | ||||
| Balance at 1 January 2020 | 1,756 | 25,151 | 161,328 | 188,235 |
| Foreign currency translation | 112 | 708 | -5,239 | -4,419 |
| Re-assessment of existing assets | 366 | 0 | 28,614 | 28,980 |
| Additions | 1,684 | 7,328 | 10,557 | 19,569 |
| Additions related to acquisitions | 0 | 0 | 1,051 | 1,051 |
| Disposals | -1,604 | -5,434 | -20,221 | -27,259 |
| Reclassified to assets held for sale | -153 | -8,790 | -4,142 | -13,085 |
| Balance at 31 December 2020 | 2,161 | 18,963 | 171,948 | 193,072 |
| Depreciation at 1 January 2020 | 1,053 | 10,493 | 90,762 | 102,308 |
| Foreign currency translation | 32 | 123 | -2,174 | -2,019 |
| Depreciation | 656 | 3,976 | 29,597 | 34,229 |
| Reversed depreciation on disposals | -869 | -2,739 | -16,271 | -19,879 |
| Reclassified to assets held for sale | -135 | -5,251 | -3,797 | -9,183 |
| Depreciation at 31 December 2020 | 737 | 6,602 | 98,117 | 105,456 |
| Carrying amount at 31 December 2020 | 1,424 | 12,361 | 73,831 | 87,616 |
Total cash flow for the Group relating to right-of-use-assets is equal to the actual payments on the leases amounting to DKK 38m.
| DKK ´000 | Other equipment |
Cars | Offices | Total |
|---|---|---|---|---|
| Group 2019 | ||||
| Balance at 1 January 2019 (initial recognition) | 1,854 | 29,796 | 180,006 | 211,656 |
| Foreign currency translation | -24 | 37 | 1,135 | 1,148 |
| Additions | 517 | 7,631 | 13,314 | 21,462 |
| Disposals | -591 | -12,313 | -33,127 | -46,031 |
| Balance at 31 December 2019 | 1,756 | 25,151 | 161,328 | 188,235 |
| Depreciations at 1 January 2019 (initial recognition) |
1,249 | 12,899 | 85,269 | 99,417 |
| Foreign currency translation | -18 | -4 | 484 | 462 |
| Depreciation | 413 | 7,378 | 31,393 | 39,184 |
| Reversed depreciation on disposals | -591 | -9,780 | -26,384 | -36,755 |
| Depreciation at 31 December 2019 | 1,053 | 10,493 | 90,762 | 102,308 |
| Carrying amount at 31 December 2019 | 703 | 14,658 | 70,566 | 85,927 |
Total cash flow for the Group relating to right-of-use-assets is equal to the actual payments on the leases amounting to DKK 28m.
Note 13 – Right-of-use-assets (continued)
| DKK ´000 | Other equipment |
Cars | Offices | Total |
|---|---|---|---|---|
| Parent 2020 | ||||
| Balance at 1 January 2020 | 139 | 3,280 | 34,866 | 38,285 |
| Re-assessment of existing assets | 70 | 237 | 5,110 | 5,417 |
| Additions | 219 | 157 | 0 | 376 |
| Disposals | -273 | -539 | -2,718 | -3,530 |
| Balance at 31 December 2020 | 155 | 3,135 | 37,258 | 40,548 |
| Depreciation at 1 January 2020 | 123 | 1,515 | 23,677 | 25,315 |
| Depreciation | 55 | 1,174 | 4,058 | 5,287 |
| Reversed depreciation on disposals | -115 | -491 | -2,716 | -3,322 |
| Depreciation at 31 December 2020 | 63 | 2,198 | 25,019 | 27,280 |
| Carrying amount at 31 December 2020 | 92 | 937 | 12,239 | 13,268 |
Total cash flow for the parent company relating to right-of-use-assets is equal to the actual payments on the leases amounting to DKK 6m.
| Other | ||||
|---|---|---|---|---|
| DKK ´000 | equipment | Cars | Offices | Total |
| Parent 2019 | ||||
| Balance at 1 January 2019 (initial recognition) | 139 | 2,909 | 34,866 | 37,914 |
| Additions | 0 | 970 | 0 | 970 |
| Disposals | 0 | -599 | 0 | -599 |
| Balance at 31 December 2019 | 139 | 3,280 | 34,866 | 38,285 |
| Depreciations at 1 January 2019 | ||||
| (initial recognition) | 79 | 1,142 | 19,781 | 21,002 |
| Depreciation | 44 | 972 | 3,896 | 4,912 |
| Reversed depreciation on disposals | 0 | -599 | 0 | -599 |
| Depreciation at 31 December 2019 | 123 | 1,515 | 23,677 | 25,315 |
| Carrying amount at 31 December 2019 | 16 | 1,765 | 11,189 | 12,970 |
Total cash flow for the parent company relating to right-of-use-assets is equal to the actual payments on the leases amounting to DKK 5.6m.
Accounting policies
Lease assets are classified separately from other assets in the financial statement. The lease assets are depreciated on a straight-line basis over the lease term. The lease asset can be adjusted due to modifications to the lease contract or reassessment of lease term.
Columbus' portfolio of leases include three main groups: Offices, cars and other fixtures.
Lease liabilities are initially measured at the net present value of the fixed lease payments for the use of a lease asset. If, at inception of the lease, we are reasonably certain about exercising an option to extend a lease, we will include the lease payments in the option period when calculating the lease liability. We measure the lease asset to the value of the lease liability at initial recognition with the addition of lease payments at or before the commencement date of the lease, less any lease incentives received, any initial direct costs, and an estimate of costs to be incurred upon returning the underlying asset to the lessor.
Note 13 – Right-of-use-assets (continued)
Lease liabilities are measured using the incremental borrowing rate, rather than the interest rate implicit in the leases since these cannot easily be determined in the contracts.
The incremental borrowing rate comprises of three parts:
- Reference rate
- Financing spread adjustment
- Lease specific adjustment
The interest rate used for measuring lease liabilities ranges between 2.81% and 5.81% (2019: 3.71% and 6.71%).
Contracts may contain both lease and non-lease components. We allocate the consideration in a contract to the lease and non-lease components based on their relative stand-alone prices. We account for nonlease components in accordance with the accounting policy applicable for such items. Non-lease components comprise of services and operating costs etc. Variable lease expenses are recognized in other external expenses in the period when the condition triggering those payments occurs.
Interests of lease liabilities are recognized in financial expenses. Each lease payment is separated into repayment of the lease liability and payment of interests of the lease liability.
Debt repayments are classified as cash flows from financing activities, and payment of interests are classified as cash flows from operating activities.
Short-term leases and leases of low-value assets are also recognized as right-of-use-assets.
Note 14 – Investments in subsidiaries
| Parent Company | |||
|---|---|---|---|
| DKK ´000 | 2020 | 2019 | |
| Balance at 1 January | 1,073,121 | 962,006 | |
| Additions | 22 | 111,115 | |
| Disposals | -4,777 | 0 | |
| Reclassified to assets held for sale | -45,066 | 0 | |
| Balance at 31 December | 1,023,300 | 1,073,121 | |
| Write down at 1 January | -160,454 | -85,454 | |
| Write down | 0 | -75,000 | |
| Amortization and write down at 31 December | -160,454 | -160,454 | |
| Carrying amount 31 December | 862,847 | 912,668 |
Additions of investments in subsidiaries in 2020 relates to acquisition of a shelf company related to the purchase of Advania Business Solutions (Norway). Disposals of investment in subsidiaries relates to disposal of iStone Group entities Columbus China Ltd and Columbus Global Iberia SAL.
Reclassification in 2020 relates to To-Increase, which is as per 31.12.2020 considered as Assets held for sale.
Additions of investments in subsidiaries in 2019 relate to internal acquisition of iStone Norge AS (Norway), 11 iStone subsidiaries and restatement of intercompany loan and receivables with Columbus US. Write down in 2019 relates to impairment of Columbus US.
Accounting policies
Investments in subsidiaries in the Parent Company's financial statement
Investments in subsidiaries are measured in the Parent Company's financial statements at historical cost. If the historical cost exceeds the recoverable amount, the costs are impaired to the lower value.
When dividend distributed exceeds the accumulated earnings after the acquisition date this is considered as an indication of impairment.
If the Parent Company has a legal or constructive obligation to cover a subsidiary's deficit, a provision is recognized to the extent that it exceeds amounts owed by the subsidiary.
Gains and losses on disposal of subsidiaries are calculated as the difference between the sale or liquidation amount and the carrying amount at the time of sale less costs to sell. Gains or losses are recognized in the statement of comprehensive income under "Other operating income" and "Other operating expenses".
Dividends from subsidiaries
Dividends from investments are recognized in the Parent Company's profit in the accounting period, where the right for the dividend is earned.
Note 15 – Trade receivables
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Receivables (gross) at 1 January | 322,535 | 327,367 | 50,060 | 61,602 |
| Change in receivables during the period | -80,786 | -4,832 | -13,037 | -11,542 |
| Receivables (gross) 31 December | 241,749 | 322,535 | 37,023 | 50,060 |
| Provisions for bad debt at 1 January | 15,304 | 11,256 | 620 | 578 |
| Change in provisions for bad debt | ||||
| during the period | 3,799 | 8,341 | -169 | 34 |
| Loss realized during the period | 75 | -4,293 | 222 | 8 |
| Provisions for bad debt 31 December | 19,178 | 15,304 | 673 | 620 |
| Carrying amount 31 December | 222,571 | 307,231 | 36,350 | 49,440 |
Provisions for bad debt are made based on the lifetime expected credit losses in line with the Group's accounting policies.
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Age of receivables (gross): | ||||
| Not due | 167,236 | 191,826 | 27,832 | 34,391 |
| 0-30 days | 48,834 | 85,958 | 6,369 | 9,296 |
| 30-60 days | 9,827 | 17,671 | 1,606 | 5,271 |
| 61-90 days | 2,771 | 8,927 | 156 | 421 |
| 91-180 days | 4,508 | 9,651 | 807 | 156 |
| 181-270 days | 954 | 1,414 | 77 | 6 |
| 270-360 days | 1,874 | 3,163 | 23 | 35 |
| Above 360 days | 5,745 | 3,925 | 153 | 484 |
| Total | 241,749 | 322,535 | 37,023 | 50,060 |
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Age of impairment: | ||||
| Not due | 2,599 | 655 | 28 | 30 |
| 0-30 days | 1,044 | 430 | 32 | 16 |
| 30-60 days | 446 | 442 | 40 | 25 |
| 61-90 days | 2,008 | 672 | 12 | 15 |
| 91-180 days | 4,508 | 4,603 | 308 | 31 |
| 181-270 days | 954 | 1,414 | 77 | 2 |
| 271-360 days | 1,874 | 3,163 | 23 | 17 |
| Over 360 days | 5,745 | 3,925 | 153 | 484 |
| Total | 19,178 | 15,304 | 673 | 620 |
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Provision matrix: | ||||
| Not due | 1.6% | 0.3% | 0.1% | 0.1% |
| 0-30 days | 2.1% | 0.5% | 0.5% | 0.2% |
| 30-60 days | 4.5% | 2.5% | 2.5% | 0.5% |
| 61-90 days | 72.5% | 7.5% | 7.7% | 3.6% |
| 91-180 days | 100.0% | 47.7% | 38.2% | 19.9% |
| 181-270 days | 100.0% | 100.0% | 100.0% | 35.3% |
| 271-360 days | 100.0% | 100.0% | 100.0% | 48.0% |
| Over 360 days | 100.0% | 100.0% | 100.0% | 100.0% |
Note 15 – Trade receivables (continued)
Accounting policies
Receivables consist of receivables from sales of products and services and other receivables.
Receivables are measured at initial recognition at fair value and subsequently at amortized cost, which usually corresponds to nominal value less provisions for bad debts.
When assessing impairment for the Group's receivables the expected credit losses model (ECL) is applied in accordance with IFRS 9. The ECL model involves a three-stage approach under which financial assets move through the stages as their credit quality changes. The stages determine how impairment losses are measured. For trade receivables the Group uses the simplified approach in calculating ECL's. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Provision rates are determined based on grouping of trade receivables sharing the same credit risk characteristics and days past due.
Loans to subsidiaries in the Parent Company's financial statement Impairment losses on loans to subsidiaries will be recognized based on a 12-month ECL model.
Note 16 – Contract assets and contract liabilities
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Balance at 1 January | 10,877 | -5,427 | -1,596 | -2,302 |
| Changes contract assets during the period | -65,331 | 65,874 | -9,443 | 4,698 |
| Changes on account billing and prepayments | ||||
| during the period | 47,526 | -49,570 | 3,514 | -3,992 |
| Reclassified to assets held for sale | 2,054 | 0 | 0 | 0 |
| Balance at 31 December | -4,874 | 10,877 | -7,525 | -1,596 |
| Work in progress | 45,929 | 132,000 | 11,957 | 21,401 |
| On account billing and prepayments | -50,803 | -121,122 | -19,483 | -22,997 |
| Balance at 31 December | -4,874 | 10,877 | -7,526 | -1,596 |
| The net value is included in the balance as follows: | ||||
| Contract assets | 14,733 | 28,605 | 1,638 | 593 |
| Contract liabilities | -19,607 | -17,727 | -9,164 | -2,189 |
| Balance at 31 December | -4,874 | 10,877 | -7,526 | -1,596 |
The Group's contract assets are subject to significant judgements in relation to the classification of the contract and in terms of how the contract is handled and recognized in the financial statements. When determining the appropriate recognition of the contract, the Group accounting policies are applied.
The decrease in work in progress and on account billing and prepayments are related to one significant fixed price projects which has been terminated, as well as the reclassification to assets held for sale.
Of the prepayments as of 31 December 2019 (DKK 17,727, hereof DKK 6,976k from the continued business) DKK 6,802k has been recognized as revenue in the reporting period corresponding to 98%.
Note 16 – Contract assets and contract liabilities (continued)
The Group's total value of contracts relating to "Contract assets" represents DKK 51,946k as of 31 December 2020 (DKK 199,603k as of December 2019). DKK 38,037k of the total contract value is recognized as revenue as of 31 December 2020 (DKK 115,345k as of 31 December 2019). The remaining DKK 13,909k is expected to be recognized as revenue within 12-18 months from the balance date (DKK 84,258k as of 31 December 2019). The lower contract values in 2020 compared to 2019 is affected by assets held for sale and one major contract that was terminated in 2020.
Accounting policies
Contract assets and contract liabilities are measured at the sales value of the work performed less progress billings and expected losses. Market value is measured based on completion at the balance sheet date and the total expected income from the contract. The stage of completion is determined as the ratio between the resources spent and the total estimated resource for the project. For some projects where the consumption of resources cannot be used as a base, the measurement is instead based on the ratio between completed sub activities and the total project.
When it is probable that total costs will exceed total revenue on a contract work in progress, the expected loss on the contract is taken immediately as an expense and a provision.
When the outcome of a contract cannot be estimated reliably, the selling price is only recognized at cost, to the extent that it is probable, they will be recovered.
Contract assets and contract liabilities are recognized in the balance sheet under current assets or liabilities, depending on whether net value of a contract is a receivable or liability.
Costs of sales work and securing contracts are recognized in statement of comprehensive income as incurred.
When assessing impairment for the Group's contract work in progress the simplified approach under the ECL model is used in line with impairment for the Group's trade receivables.
Note 17 – Share capital
The share capital consists of 124,622,132 shares of DKK 1.25, corresponding to DKK 155,778k (nom.). The shares are not divided into classes, and no shares have any special rights. The share capital is fully paid up.
There has been no capital increase in 2020. In 2019 the Company increased the capital by 2,835,000 shares of DKK 1.25, corresponding to DKK 3,544k (nom.) as a result of exercised warrant programs.
| Parent Company | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Number of shares at the beginning of the year | 124,622,132 | 121,787,132 | ||
| Capital increase | 0 | 2,835,000 | ||
| Number of shares at 31 December | 124,622,132 | 124,622,132 |
Note 18 – Provisions and contingent consideration
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Contingent consideration | 0 | 157,850 | 0 | 153,368 |
| Other provisions | 21,337 | 28,635 | 21,337 | 7,393 |
| 21,337 | 186,485 | 21,337 | 160,761 |
| DKK ´000 | Contingent considera tion |
Other provisions |
Total |
|---|---|---|---|
| Group 2020 | |||
| Balance (non-current) at 1 January 2020 | 157,850 | 28,635 | 186,485 |
| Balance (current) at 1 January 2020 | 15,774 | 26,000 | 41,774 |
| Foreign currency translation, year-end exchange rate | 505 | 0 | 505 |
| Additions during the period | 1,294 | 27,204 | 28,498 |
| Completion of fixed price project | 0 | -47,231 | -47,231 |
| Changes in forward contract | 0 | -6,549 | -6,549 |
| Paid earn out during the period |
-39,847 | 0 | -39,847 |
| Unachieved earn out reversed during the period | -45,766 | 0 | -45,766 |
| Reclassified to assets held for sale | -8,216 | 0 | -8,216 |
| Carrying amount at 31 December 2020 | 81,594 | 28,059 | 109,653 |
| Carrying amount non-current at 31 December 2020 | 0 | 21,337 | 21,337 |
| Carrying amount current at 31 December 2020 | 81,594 | 6,722 | 88,316 |
Contingent consideration
Contingent consideration concerns earn outs related to acquisition of enterprises. The development in the contingent consideration is related to the iStone earn out. The carrying amount 31. December 2020 will be paid in spring 2021.
Other provisions
Other provisions are primarily related to the completion of a fixed price project. Further, the provision includes changes in the fair value of a SEK forward contract and retained holiday allowance due to changes in the danish legislation.
| Contingent | |||
|---|---|---|---|
| considera | Other | ||
| DKK ´000 | tion | provisions | Total |
Group 2019
| Balance (non-current) at 1 January 2019 | 227,259 | 12,015 | 239,274 |
|---|---|---|---|
| Balance (current) at 1 January 2019 | 90,264 | 12,500 | 102,764 |
| Foreign currency translation, year-end exchange rate | -4,476 | 0 | -4,476 |
| Additions during the period | 0 | 30,120 | 30,120 |
| Paid earn out during the period |
-62,646 | 0 | -62,646 |
| Unachieved earn out reversed during the period | -76,777 | 0 | -76,777 |
| Carrying amount at 31 December 2019 | 173,624 | 54,635 | 228,259 |
| Carrying amount non-current at 31 December 2019 | 157,850 | 28,635 | 186,485 |
| Carrying amount current at 31 December 2019 | 15,774 | 26,000 | 41,774 |
Note 18 – Provisions and contingent consideration (continued)
| Contingent considera |
Other | ||
|---|---|---|---|
| DKK ´000 | tion | provisions | Total |
| Parent 2020 | |||
| Balance (non-current) at 1 January 2020 | 153,368 | 7,393 | 160,761 |
| Balance (current) at 1 January 2020 | 10,838 | 0 | 10,838 |
| Foreign currency translation, year-end exchange rate | 505 | 0 | 505 |
| Additions during the period | 1,294 | 20,492 | 21,786 |
| Changes in forward contract | 0 | -6,548 | -6,548 |
| Paid earn out during the period |
-38,645 | 0 | -38,645 |
| Unachieved earn out reversed during the period | -45,766 | 0 | -45,766 |
| Carrying amount at 31 December 2020 | 81,594 | 21,337 | 102,931 |
| Carrying amount non-current at 31 December 2020 | 0 | 21,337 | 21,337 |
| Carrying amount current at 31 December 2020 | 81,594 | 0 | 81,594 |
Contingent consideration
Contingent consideration concerns earn outs related to acquisition of enterprises. The development in the contingent consideration is related to the iStone earn out. The carrying amount 31. December 2020 will be paid in spring 2021.
Other provisions
Other provisions are primarily related to the completion of a fixed price project. Further, the provision includes changes in the fair value of a SEK forward contract and retained holiday allowance due to changes in the danish legislation.
| DKK ´000 | Contingent considera tion |
Other provisions |
Total |
|---|---|---|---|
| Parent 2019 | |||
| Balance (non-current) at 1 January 2019 | 214,552 | 2,472 | 217,024 |
| Balance (current) at 1 January 2019 | 81,888 | 0 | 81,888 |
| Foreign currency translation, year-end exchange rate | -4,529 | 0 | -4,529 |
| Additions during the period | 0 | 4,921 | 4,921 |
| Paid earn out during the period |
-54,418 | 0 | -54,418 |
| Unachieved earn out reversed during the period | -73,287 | 0 | -73,287 |
| Carrying amount at 31 December 2019 | 164,205 | 7,393 | 171,598 |
| Carrying amount non-current at 31 December 2019 | 153,368 | 7,393 | 160,761 |
| Carrying amount current at 31 December 2019 | 10,838 | 0 | 10,838 |
Accounting policies
Provisions
Provisions for liabilities are recognized as a result of events occurring before or at the balance sheet date, that has a legal or constructive obligation and it is probable that settlement of the obligation will result in an outflow of economic resources.
Provisions are measured at management's best estimate of the amount required to settle the obligation. Provisions with an expected maturity more than one year from the balance sheet date are measured at present value.
Note 19 – Lease liability, Right-of-use-assets
| DKK ´000 | Other equipment |
Cars | Offices | Total |
|---|---|---|---|---|
| Group 2020 | ||||
| Less than 1 year | 572 | 3,380 | 28,053 | 32,005 |
| Between 1 and 5 years | 874 | 9,024 | 48,358 | 58,256 |
| More than 5 years | 0 | 0 | 1,674 | 1,674 |
| 1,446 | 12,404 | 78,085 | 91,935 |
The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored closely by the management.
| DKK ´000 | Other equipment |
Cars | Offices | Total |
|---|---|---|---|---|
| Group 2019 | ||||
| Less than 1 year | 332 | 5,727 | 26,801 | 32,860 |
| Between 1 and 5 years | 381 | 10,075 | 45,746 | 56,202 |
| More than 5 years | 2 | 0 | 2,707 | 2,709 |
| 715 | 15,802 | 75,254 | 91,771 |
| DKK ´000 | Other equipment |
Cars | Offices | Total |
|---|---|---|---|---|
| Parent 2020 | ||||
| Less than 1 year | 30 | 712 | 4,426 | 5,169 |
| Between 1 and 5 years | 63 | 242 | 8,837 | 9,142 |
| More than 5 years | 0 | 0 | 0 | 0 |
| 93 | 954 | 13,263 | 14,311 |
| DKK ´000 | Other equipment |
Cars | Offices | Total |
|---|---|---|---|---|
| Parent 2019 | ||||
| Less than 1 year | 16 | 1,067 | 3,795 | 4,879 |
| Between 1 and 5 years | 0 | 727 | 8,610 | 9,337 |
| More than 5 years | 0 | 0 | 0 | 0 |
| 16 | 1,794 | 12,405 | 14,216 |
Note 20 – Other payables
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Payroll cost, payroll tax, retirement benefit | ||||
| obligations etc. | 118,402 | 101,868 | 45,189 | 9,555 |
| Holiday pay etc. | 61,719 | 72,515 | 11,354 | 30,380 |
| VAT payable | 38,391 | 31,462 | 2,221 | 3,750 |
| Other liabilities | 81,958 | 66,522 | 26,747 | 4,660 |
| 300,470 | 272,367 | 85,511 | 48,345 |
The carrying amount of other payables matches the fair value of the liabilities.
The holiday pay obligation represents the Group's obligation to pay salary during employees' holiday in the following financial year.
The increase in Payroll cost, payroll tax, retirement benefit obligations etc. is primarily due to provisions made for transaction bonus.
Increase in other liabilities relates to transaction costs in Parent.
Accounting policies
Current liabilities
Current liabilities include bank loans, trade payables and other liabilities to public authorities, etc. Current liabilities are initially measured at fair value, less any transaction costs. In subsequent periods, current liabilities are measured at amortized cost using the "effective interest method" so that the difference between the proceeds and the nominal value is recognized in the income statement under financial expenses over the loan period.
Other liabilities are measured at amortized cost.
Pensions
Contributions to defined contribution plans are recognized in the statement of comprehensive income in the period to which they relate and any contributions payable are recognized in the balance sheet under other payables.
Note 21 – Contingent liabilities and commitments for expenditures
Parent Company
Contingent liabilities
The Danish jointly taxed companies are jointly and severally liable for tax on joint taxation income.
The Company and Danish subsidiaries are included in Danish jointly taxation with Consolidated Holdings A/S as controlling company. Thus, the Company is, in accordance with the Danish Corporation Tax Act, liable for income tax etc. for the jointly taxed companies and also for potential liabilities, including withholding tax on interest, royalties and profits for these companies. The total tax liability for the Danish jointly taxation is presented in the annual report for Consolidated Holdings A/S.
Commitments for expenditures
The Company has guaranteed payment of banking arrangements in Nordea for subsidiaries. As of 31 December 2020, the maximum liability is DKK 12,646k (2019: DKK 17,986k).
Note 22 – Business combinations
Acquisition of companies in 2020
The Group has per 6 January 2020 acquired Advania Business Solutions. The acquisition was an asset purchase.
| Name | Primary activity |
Date of control gained |
Acquired ownership |
Acquired voting rights |
Total con sideration DKK '000 |
|---|---|---|---|---|---|
| Advania Business Solutions | Distribution and implemen tation of stand ardised busi ness solutions. |
6 January | Activity | Activity | 36,357 |
| Total | 36,357 |
With the acquisition of Advania Business Solutions, Columbus creates a Microsoft Dynamics cloud Powerhouse in Norway. After recognition of identifiable assets, liabilities and contingent liabilities at fair value, goodwill in relation to the acquisition was assessed to DKK 16.8m. Customer base is recognised separate from goodwill and goodwill therefore relates to knowhow.
Estimated tax deductibility of goodwill for Advania Business Solutions is DKK 16.8m.
Advania Business Solutions has since the acquisition 6 January 2020 had a revenue of DKK 44m and a result after tax of DKK 11m.
Acquisition of companies in 2019 There have been no acquisitions during 2019.
Opening balances
| Advania | |||
|---|---|---|---|
| DKK ´000 | Business Solutions |
Total 2020 | Total 2019 |
| Tangible fixed assets | 13 | 13 | 0 |
| Other intangible assets | 10,800 | 10,800 | 0 |
| Other receivables | 85 | 85 | 0 |
| Total non-current assets | 10,898 | 10,898 | 0 |
| Trade receivables | 14,826 | 14,826 | 0 |
| Work in progress | 191 | 191 | 0 |
| Prepayments | 5,315 | 5,315 | 0 |
| Total current assets | 20,332 | 20,332 | 0 |
| Corporation tax and deferred tax | -2,187 | -2,187 | 0 |
| Deferred income | -3,736 | -3,736 | 0 |
| Accruals | -398 | -398 | 0 |
| Other debt | -5,404 | -5,404 | 0 |
| Total current debt | -11,725 | -11,725 | 0 |
| Net assets acquired | 19,505 | 19,505 | 0 |
| Goodwill | 16,852 | 16,852 | 0 |
| Total consideration | 36,357 | 36,357 | 0 |
| Net working capital not paid | -987 | -987 | 0 |
| Cash consideration on acquisition date | 35,370 | 35,370 | 0 |
| Contingent consideration payments* | 0 | 39,777 | 56,090 |
| Net cash flows on acquisitions | 35,370 | 75,147 | 56,090 |
Note 22 – Business combinations (continued)
* Contingent consideration payments in 2020 relate to the acquisitions of iStone AB. (DKK 38,645k) and BMI (DKK 1,132k). Contingent consideration payments in 2019 relate to the acquisitions of iStone AB (DKK 55,343k) and HÄT Systems (DKK 747k).
Since the acquisition date of Advania Business Solution the other intangible assets have been revalued with DKK 3m and this has affected the goodwill accordingly.
| DKK ´000 | Total 2020 | Total 2019 |
|---|---|---|
| Fair value assessment of trade receivables | ||
| Trade receivables, gross amount | 15,103 | 0 |
| Trade receivables, not expected to be collected | -277 | 0 |
| Trade receivables, fair value | 14,826 | 0 |
Accounting policies
Newly acquired or newly established subsidiaries are consolidated from the date of acquisition or formation. The acquisition date is the date on which the Columbus Group obtains control of the acquiree. Divested companies are included in the consolidated financial statements until the date of disposal or winding up. Disposal is the date when control is actually transferred to third parties.
Acquisition of new companies or activities in which the Group obtains control of the acquisition decision, acquired business will be accounted for under the purchase method, so that the identified assets, liabilities and contingent liabilities are measured at fair value at the acquisition date. Identified intangible assets are recognized separately from goodwill if they are separable or arise from a contractual right and the fair value can be measured reliably. Non-current assets which are held for sale are measured at fair value less estimated selling costs. Restructuring liabilities are only recognized in the acquisition balance sheet if they represent a liability to the acquired company. Account is taken for the tax effect of the restatements.
The purchase consideration for a company is the fair value of the consideration paid for the acquired company. If the final determination is subject to one or more future events, these fair values are recognized at the acquisition date. Costs directly attributable to the acquisition are recognized directly in the statement of comprehensive income as incurred.
Positive differences (goodwill) between, on one hand, the purchase price of an acquired company, the value of non-controlling interests in the acquiree and the fair value of previously held equity interests, and on the other hand, the fair value of the identifiable assets, liabilities and contingent liabilities is recognized as goodwill under intangible fixed assets. Goodwill is not amortized but is tested annually for impairment. The first impairment test is performed before the end of the year of acquisition. Upon acquisition, goodwill is allocated to the cash-generating units, which subsequently form the basis of the impairment test. The determination of cash-generating units follows the management structure and internal financial control and reporting of the Group. If the carrying amount of an asset exceeds its recoverable amount it is written down to its recoverable amount.
In case of negative differences (negative goodwill), the calculated fair values, the calculated purchase consideration for the company, the value of non-controlling interests in the acquiree and the fair value of previously held equity interests is reassessed. If the difference is still negative, the difference is recognized as income in the statement of comprehensive income.
If at the time of acquisition there is an uncertainty about the identification or measurement of acquired assets, liabilities or contingent liabilities or the determination of the consideration, initial recognition is based on preliminary fair values. The preliminary calculated amounts can be adjusted, or additional assets or liabilities can be recognized until one year after the purchase date, if new information on conditions that existed at the acquisition date is obtained, which would have affected the calculation of values at the acquisition date, had the information been known.
Changes in estimates of contingent consideration are recognized in the statement of comprehensive income.
Note 23 – Related parties
Consolidated Holdings A/S has a controlling interest in the Columbus Group, including Columbus A/S.
Other related parties with significant influence in the Columbus Group are the Company's Board of Directors, Executive Board and certain executives and their related parties. Furthermore, related parties are companies in which the above persons have significant influence.
Related parties with controlling interest
Consolidated Holdings A/S (Fredheimvej 9, 2950 Vedbæk)
Consolidated Holdings A/S owns 46.25% of the shares in Columbus A/S. Consolidated Holdings A/S has a controlling interest in Columbus A/S, as Consolidated Holdings A/S, through its shareholding and its shareholder voting agreements, controls the majority (47.49%) of the votes at the annual general meeting. Transactions with the company are made on an arm's length basis. Ib Kunøe is the majority shareholder in Consolidated Holdings A/S.
Dividend to Consolidated Holdings A/S is paid on equal principals as with other shareholders. Furthermore, Consolidated Holdings A/S is in a joint taxation with the Danish entities in the Columbus Group, with Consolidated Holdings A/S as management company. In 2020 Columbus paid tax to Consolidated Holdings A/S for DKK 3.544k (2019: DKK 2.719K)
Related parties with significant influence
ATEA (Lautrupvang 6, 2750 Ballerup)
Consolidated Holdings A/S has significant influence in ATEA, and certain dual roles in the management are filled by the same persons in ATEA and the Columbus Group. Transactions with the company are made on an arm's length basis.
| DKK ´000 | Parent | |
|---|---|---|
| 2019 | ||
| Net sales | ||
| Atea | 3,118 | 4,476 |
| Total | 3,118 | 4,476 |
| Net purchase | ||
| Atea | -10,152 | -9,267 |
| Total | -10,152 | -9,267 |
Sold to Atea is primarily consultancy and sale of licenses from 3rd parties. Purchase from Atea is primarily office rent as well as purchase of IT equipment.
| Parent | |||
|---|---|---|---|
| DKK ´000 | 2020 | 2019 | |
| Trade receivables | |||
| Atea | 744 | 170 | |
| Total | 744 | 170 | |
| Trade payables | |||
| Atea | -2,004 | -1,885 | |
| Total | -2,004 | -1,885 |
Executive Board and Board of Directors
Remuneration of the Executive Board, the Board of Directors and executives appears from note 5.
Note 23 – Related parties (continued)
Subsidiaries
Related parties in Columbus also comprise the subsidiaries in which the Company has controlling interest, cf. the Group overview.
Trading with subsidiaries was as follows:
| Parent Company | |||
|---|---|---|---|
| DKK ´000 | 2020 | 2019 | |
| Purchase from subsidiaries | -27,299 | -36,467 | |
| Sold to subsidiaries | 107,443 | 95,673 |
Purchases from subsidiaries are primarily consultancy and development hours from Columbus' Global Delivery Center, and internally developed software for customer sales.
Sold to subsidiaries is primarily service and tools fees, consultancy and development hours, as well as cost split for the shared service center in Columbus' Danish and Norwegian companies.
Transactions with subsidiaries are eliminated in the consolidated financial statements in accordance with applied accounting policies.
Outstanding accounts with subsidiaries
Columbus' outstanding accounts with subsidiaries are shown directly in the balance sheet. Outstanding accounts are interest-bearing. The interest payment of outstanding accounts is shown in note 8. Payment terms for regular outstanding accounts are invoiced month + 30 days.
Note 24 – Fee to the Group's auditor elected by the annual general meeting
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Auditor elected by the annual general meeting | ||||
| Statutory audit | 1,847 | 1,344 | 483 | 483 |
| Other assurance services | 40 | 0 | 40 | 0 |
| Tax and VAT advisory services | 27 | 0 | 27 | 0 |
| Other non-audit services | 0 | 826 | 0 | 677 |
| 1,914 | 2,170 | 550 | 1,160 | |
| Other auditors | ||||
| Statutory audit | 1,351 | 439 | 0 | 0 |
| Other assurance services | 641 | 0 | 0 | 0 |
| Tax and VAT advisory services | 287 | 17 | 0 | 0 |
| Other non-audit services | 86 | 524 | 0 | 0 |
| 2,365 | 980 | 0 | 0 | |
| Total audit fee | 4,279 | 3,150 | 550 | 1,160 |
Other services provided by the auditors elected by the annual general meeting comprise of fee for review of the Group's transfer pricing documentation and review of the remuneration report.
Note 25 – Financial risks and financial instruments
The below maturity analysis is based on undiscounted cash flow, and the method of accounting is equivalent to Columbus' cash flow exposure going forward. The maturity analysis shows a balanced current ratio.
| Less than 1 | Between | More than | ||
|---|---|---|---|---|
| DKK ´000 | year | 1 and 5 years |
5 years | Total |
| Group 2020 | ||||
| Financial assets | ||||
| Trade receivables | 222,571 | 0 | 0 | 222,571 |
| Contract assets | 14,733 | 0 | 0 | 14,733 |
| Corporate tax receivables | 871 | 0 | 0 | 871 |
| Other receivables | 8,058 | 0 | 7,263 | 15,321 |
| Prepayments | 28,498 | 0 | 0 | 28,498 |
| Cash and bank balances | 164,213 | 0 | 0 | 164,213 |
| Total financial assets | 438,944 | 0 | 7,263 | 446,207 |
| Financial liabilities | ||||
| Debt to credit institutions | 1,415 | 176,000 | 0 | 177,415 |
| Contingent consideration | 81,594 | 0 | 0 | 81,594 |
| Contract liabilities | 19,607 | 0 | 0 | 19,607 |
| Trade payables | 69,210 | 0 | 0 | 69,210 |
| Corporate tax payables | 10,202 | 0 | 0 | 10,202 |
| Other payables | 300,959 | 0 | 0 | 300,959 |
| Accruals and deferred income | 29,799 | 0 | 0 | 29,799 |
| Lease liability right-of-use assets | 34,943 | 61,287 | 1,746 | 97,976 |
| Other provisions | 6,722 | 9,053 | 12,284 | 28,059 |
| Total financial liabilities | 554,451 | 246,340 | 14,030 | 814,821 |
| Ratio | 0.79 | 0.55 |
The total financial liabilities are expected to be financed by the positive cash flows from primary activities, as well as unused lines of credit. Further, part of the short term financial liabilities are not expected to fall due for payment.
The below table disclose the expected interest payments for credit institutions and for lease liability and provisions the discounted interest on the debt to represent net present value.
| DKK ´000 | Less than 1 year |
Between 1 and 5 years |
More than 5 years |
Total |
|---|---|---|---|---|
| Debt to credit institutions | -1,415 | 0 | 0 | -1,415 |
| Other payables | -489 | 0 | 0 | -489 |
| Lease liability right-of-use assets | -2,938 | -3,031 | -72 | -6,041 |
Liquidity risk management
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. For all the primary financial instruments, the carrying amounts are equivalent to the fair value.
Note 25 – Financial risks and financial instruments (continued)
| Between | ||||
|---|---|---|---|---|
| DKK ´000 | Less than 1 year |
1 and 5 years |
More than 5 years |
Total |
| Group 2019 | ||||
| Financial assets | ||||
| Trade receivables | 307,231 | 0 | 0 | 307,231 |
| Contract assets | 28,605 | 0 | 0 | 28,605 |
| Corporate tax receivables | 1,360 | 0 | 0 | 1,360 |
| Other receivables | 16,564 | 0 | 7,465 | 24,029 |
| Prepayments | 26,113 | 0 | 0 | 26,113 |
| Cash and bank balances | 147,264 | 0 | 0 | 147,264 |
| Total financial assets | 527,137 | 0 | 7,465 | 534,602 |
| Financial liabilities | ||||
| Debt to credit institutions | 1,428 | 177,428 | 0 | 178,856 |
| Contingent consideration | 15,774 | 157,850 | 0 | 173,624 |
| Contract liabilities | 17,727 | 0 | 0 | 17,727 |
| Trade payables | 85,618 | 0 | 0 | 85,618 |
| Corporate tax payables | 5,127 | 0 | 0 | 5,127 |
| Other payables | 272,367 | 0 | 0 | 272,367 |
| Accruals and deferred income | 82,872 | 0 | 0 | 82,872 |
| Lease liability right-of-use assets | 35,348 | 59,084 | 2,869 | 97,301 |
| Other provisions | 27,645 | 29,108 | 0 | 56,753 |
| Total financial liabilities | 543,906 | 423,470 | 2,869 | 970,245 |
| Ratio | 0.97 | 0.55 |
The below table disclose the expected interest payments for credit institutions and for provisions the discounted interest on the debt to represent net present value.
| DKK ´000 | Less than 1 year |
Between 1 and 5 years |
More than 5 years |
Total |
|---|---|---|---|---|
| Debt to credit institutions | -1,428 | -1,428 | 0 | -2,856 |
| Lease liability right-of-use assets | -2,488 | -2,882 | -160 | -5,530 |
| Other provisions | -1,645 | -473 | 0 | -2,118 |
Note 25 – Financial risks and financial instruments (continued)
| Between | ||||
|---|---|---|---|---|
| Less than 1 | 1 and 5 | More than | ||
| DKK ´000 | year | years | 5 years | Total |
| Parent 2020 | ||||
| Financial assets | ||||
| Trade receivables | 36,350 | 0 | 0 | 36,350 |
| Receivables from subsidiaries | 62,460 | 0 | 0 | 62,460 |
| Contract assets | 1,638 | 0 | 0 | 1,638 |
| Other receivables | 3,568 | 0 | 2,997 | 6,565 |
| Prepayments | 8,468 | 0 | 0 | 8,468 |
| Cash and bank balances | 60,048 | 0 | 0 | 60,048 |
| Total financial assets | 172,532 | 0 | 2,997 | 175,529 |
| Financial liabilities | ||||
| Debt to credit institutions | 1,415 | 176,000 | 0 | 177,415 |
| Contingent consideration | 81,594 | 0 | 0 | 81,594 |
| Debt to subsidiaries | 123,721 | 0 | 0 | 123,721 |
| Contract liabilities | 9,164 | 0 | 0 | 9,164 |
| Trade payables | 20,022 | 0 | 0 | 20,022 |
| Corporate tax payables | 11 | 0 | 0 | 11 |
| Other payables | 86,000 | 0 | 0 | 86,000 |
| Accruals and deferred income | 5,313 | 0 | 0 | 5,313 |
| Lease liability right-of-use assets | 5,553 | 9,435 | 0 | 14,988 |
| Other provisions | 0 | 9,053 | 12,284 | 21,337 |
| Total financial liabilities | 332,793 | 194,488 | 12,284 | 539,565 |
| Ratio | 0.52 | 0.33 |
The total financial liabilities are expected to be financed by the positive cash flows from primary activities, as well as unused lines of credit. Further, part of the short term financial liabilities are not expected to fall due for payment.
The below table disclose the expected interest payments for credit institutions and for lease liability and provisions the discounted interest on the debt to represent net present value.
| DKK ´000 | Less than 1 year |
Between 1 and 5 years |
More than 5 years |
Total |
|---|---|---|---|---|
| Debt to credit institutions | -1,415 | 0 | 0 | -1,415 |
| Other payables | -489 | 0 | 0 | -489 |
| Lease liability right-of-use assets | -384 | -293 | 0 | -677 |
Note 25 – Financial risks and financial instruments (continued)
| Between | ||||
|---|---|---|---|---|
| Less than 1 | 1 and 5 | More than | ||
| DKK ´000 | year | years | 5 years | Total |
| Parent 2019 | ||||
| Financial assets | ||||
| Trade receivables | 49,440 | 0 | 0 | 49,440 |
| Receivables from subsidiaries | 58,018 | 0 | 0 | 58,018 |
| Contract assets | 593 | 0 | 0 | 593 |
| Other receivables | 534 | 0 | 2,368 | 2,902 |
| Prepayments | 4,705 | 0 | 0 | 4,705 |
| Cash and bank balances | 34,636 | 0 | 0 | 34,636 |
| Total financial assets | 147,926 | 0 | 2,368 | 150,294 |
| Financial liabilities | ||||
| Debt to credit institutions | 1,428 | 177,428 | 0 | 178,856 |
| Contingent consideration | 10,838 | 153,368 | 0 | 164,206 |
| Debt to subsidiaries | 186,334 | 0 | 0 | 186,334 |
| Contract liabilities | 2,189 | 0 | 0 | 2,189 |
| Trade payables | 23,221 | 0 | 0 | 23,221 |
| Corporate tax payables | 2,946 | 0 | 0 | 2,946 |
| Other payables | 48,345 | 0 | 0 | 48,345 |
| Accruals and deferred income | 9,929 | 0 | 0 | 9,929 |
| Lease liability right-of-use assets | 5,321 | 9,751 | 0 | 15,072 |
| Other provisions | 1,645 | 7,866 | 0 | 9,511 |
| Total financial liabilities | 292,196 | 348,413 | 0 | 640,609 |
| Ratio | 0.51 | 0.23 |
The below table disclose the expected interest payments for credit institutions and for provisions the discounted interest on the debt to represent net present value.
| DKK ´000 | Less than 1 year |
Between 1 and 5 years |
More than 5 years |
Total |
|---|---|---|---|---|
| Debt to credit institutions Lease liability right-of-use assets |
-1,428 -442 |
-1,428 -414 |
0 0 |
-2,856 -856 |
| Other provisions | -1,645 | -473 | 0 | -2,118 |
Note 25 – Financial risks and financial instruments (continued)
Financing facilities
| Group | |||
|---|---|---|---|
| DKK ´000 | 2020 | 2019 | |
| Cash and bank balances | 164,213 | 147,264 | |
| Unused credits | 116,757 | 124,607 | |
| 280,970 | 271,871 |
The Group's cash reserves consist of cash and unused credits.
Foreign exchange rate risk, interest rate risk and use of financial instruments
As a consequence of the operation, investments and financing, the Group is exposed to changes in foreign exchange rates and interest rates. The Parent Company controls the financial risks in the Group centrally and coordinates the cash management, including cash generation and excess liquidity. The Group follows a finance policy approved by the Board of Directors, and operates with a low risk profile, in order to ensure that foreign exchange rate risks and interest risks only occur in commercial situations. In 2018 Columbus entered into a forward contract related to future payment to shareholders of iStone AB. This mitigates currency risks on payment to be made in 2021.
Fluctuations in foreign exchange rates have an effect on the Group's equity, results and revenue. As approx. 75% of the revenue comes from NOK, SEK, GBP, USD, RUB and INR the Group has performed a sensitive analysis on the relevant foreign exchange rates. The foreign exchange rate risk for EUR is considered to be minimal.
Equity exchange rates sensitivity
| Group | ||
|---|---|---|
| DKK ´000 | 2020 | 2019 |
| Effect of 10% decrease in USD |
-9,435 | -10,455 |
| Effect of 10% decrease in GBP |
-6,279 | -5,452 |
| Effect of 10% decrease in SEK |
-40,509 | -45,254 |
| Effect of 10% decrease in NOK |
-3,445 | -4,837 |
| Effect of 10% decrease in RUB |
-745 | -942 |
| Effect of 10% decrease in INR |
-1,376 | -1,670 |
Profit after tax exchange rates sensitivity
| Group | |||
|---|---|---|---|
| DKK ´000 | 2020 | 2019 | |
| Effect of 10% decrease in USD* |
130 | 9,840 | |
| Effect of 10% decrease in GBP |
-1,427 | -1,080 | |
| Effect of 10% decrease in SEK |
1,203 | 3,073 | |
| Effect of 10% decrease in NOK |
-890 | 1,771 | |
| Effect of 10% decrease in RUB |
-254 | 83 | |
| Effect of 10% decrease in INR |
-960 | -673 |
*The profit after tax exchange rates sensitivity in USD is extraordinarily high in 2019 due to a write down of goodwill which has caused a loss for the year in the US business. In 2020 the sensitivity is at a normal level again.
Revenue exchange rates sensitivity
| Group | |||
|---|---|---|---|
| DKK ´000 | 2020 | 2019 | |
| Effect of 10% decrease in USD |
-26,879 | -30,402 | |
| Effect of 10% decrease in GBP |
-17,263 | -18,985 | |
| Effect of 10% decrease in SEK |
-66,650 | -64,063 | |
| Effect of 10% decrease in NOK |
-17,579 | -15,551 | |
| Effect of 10% decrease in RUB |
-6,919 | -7,427 | |
| Effect of 10% decrease in INR |
-40 | -170 |
Note 25 – Financial risks and financial instruments (continued)
Interest rates
Fluctuations in interest rates have an effect on the Group's financial instruments. By the end of 2020 an increase in interest rates of half a percentage point would increase the Group's financial liabilities by DKK 880k (2019: DKK 880k). The financial liabilities included in the sensitivity analysis include long-term and short-term debt to credit institutions.
Credit risks
The Group's credit risks primarily derive from trade receivables. Trade receivables are distributed between many customers and geographical areas. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The maximum credit risk on the balance sheet date equals the carrying amount.
Optimization of capital structure
The Group management continuously estimates whether the capital structure is in accordance with the interests of the Company and shareholders. The overall goal is to ensure a capital structure which supports long-term financial growth, and at the same time maximizes the return to the Group's stakeholders through optimization of the debt and equity balance. The Group's capital structure consists of debt, comprising financial liabilities such as bank loans, lease liabilities, corporation tax payable, cash and equity, including share capital, reserves for foreign exchange adjustments and profit/loss carried forward.
Breach of loan agreements
The Group has neither in the financial year 2020 nor in 2019 failed to perform or defaulted on any loan agreements.
Parent Company
The Parent Company is not exposed in the same level as the Group to changes in foreign exchange rates due to very limited operations in other currencies than DKK.
Interest rate risk is considered to be equal to the Group's level of risk since the Parent Company controls the financial risks in the Group centrally and coordinates the cash management.
The Parent's credit risks are primarily deriving from trade receivables. Trade receivables are assessed for impairment based on the ECL model, cf. note 15. The maximum credit risk on the balance date equals the carrying amount.
Note 26 – Changes in working capital
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Change in receivables and contract assets | 84,753 | -7,405 | -2,075 | -2,670 |
| Change in trade payable and liabilities | -17,241 | -19,275 | -1,775 | -1,133 |
| Change in other liabilities | -37,027 | 61,802 | -38,138 | 167,446 |
| Cash flow from changes in working capital | 30,485 | 35,122 | -41,988 | 163,643 |
Note 27 – Cash flow from financing activities
The table below specify changes in liabilities arising from financing activities, including both cash and noncash changes.
Liabilities arising from financing activities are those for which cash flows were, or future cash flow will be, classified in the cash flow statement as cash flow from financing activities.
| Right-of use-assets |
Long term | ||
|---|---|---|---|
| DKK ´000 | liabilities | borrowings | Total |
| Group 2020 | |||
| Balance at 1 January | 91,771 | 176,000 | 267,771 |
| Cash flow from continuing operations | -38,128 | 0 | -38,128 |
| Cash changes | -38,128 | 0 | -38,128 |
| New leases | 19,569 | 0 | 19,569 |
| Changes to existing leases | 25,261 | 0 | 25,261 |
| Foreign exchange movements | -3,552 | 0 | -3,552 |
| Acquisition | 1,051 | 0 | 1,051 |
| Reclassified to assets held for sale* | -4,037 | 0 | -4,037 |
| Non-cash changes | 38,292 | 0 | 38,292 |
| Balance at 31 December | 91,935 | 176,000 | 267,935 |
| Right-of | Short term | Long term | ||||||
|---|---|---|---|---|---|---|---|---|
| use-assets | lease | Short term | lease | Long term | ||||
| DKK ´000 | liabilities | liabilities | borrowings | liabilities | borrowings | Total | ||
| Group 2019 | ||||||||
| Balance at 1 January | 106,650 | 2,452 | 5,042 | 8,270 | 176,000 | 298,414 | ||
| Cash flow from | ||||||||
| continuing operations | -27,526 | -2,452 | -5,042 | -8,270 | 0 | -43,290 | ||
| Cash flows from | ||||||||
| discontinued operations | -5,834 | 0 | 0 | 0 | 0 | -5,834 | ||
| Cash changes | -33,360 | -2,452 | -5,042 | -8,270 | 0 | -49,124 | ||
| New leases | 18,403 | 0 | 0 | 0 | 0 | 18,403 | ||
| Foreign exchange | ||||||||
| movements | 78 | 0 | 0 | 0 | 0 | 78 | ||
| Non-cash changes | 18,481 | 0 | 0 | 0 | 0 | 18,481 | ||
| Balance at | ||||||||
| 31 December | 91,771 | 0 | 0 | 0 | 176,000 | 267,771 | ||
| *Includes opening balance effect of DKK 106.7m related to implementation of IFRS 16. Cash flow includes continuing and |
discontinued operations.
* Includes beginning balances for the entities reclassified to assets held for sale.
Note 27 – Cash flow from financing activities (continued)
| Right-of | ||||
|---|---|---|---|---|
| DKK ´000 | use-assets liabilities |
Long term borrowings |
Total | |
| Parent 2020 | ||||
| Balance at 1 January | 14,216 | 176,000 | 190,216 | |
| Cash flows | -6,005 | 0 | -6,005 | |
| Cash changes | -6,005 | 0 | -6,005 | |
| New leases | 6,100 | 0 | 6,100 | |
| Non-cash changes | 6,100 | 0 | 6,100 | |
| Balance at 31 December | 14,311 | 176,000 | 190,311 | |
| Right-of | ||||
| use-assets | Short term | Long term | ||
| DKK ´000 | liabilities | borrowings | borrowings | Total |
| Parent 2019 | ||||
| Balance at 1 January | 16,786 | 15,346 | 176,000 | 208,132 |
| Cash flows | -5,632 | -15,346 | 0 | -20,978 |
| Cash changes | -5,632 | -15,346 | 0 | -20,978 |
| New leases | 3,062 | 0 | 0 | 3,062 |
| Non-cash changes | 3,062 | 0 | 0 | 3,062 |
| Balance at 31 December | 14,216 | 0 | 176,000 | 190,216 |
*Includes opening balance effect of DKK 17m related to implementation of IFRS 16.
Note 28 – Discontinued operations
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Net revenue | 132,086 | 170,649 | 10,477 | 14,419 |
| External project costs | 8,206 | -2,862 | -6,414 | -8,246 |
| Gross profit | 140,292 | 167,787 | 4,063 | 6,173 |
| Staff expenses and remuneration | -63,644 | -71,162 | -3,675 | -3,609 |
| Other external costs | -11,311 | -16,547 | 0 | 0 |
| Other operating income | 12 | 748 | 0 | 0 |
| Other operating costs | 0 | -20 | 0 | 0 |
| EBITDA | 65,349 | 80,806 | 388 | 2,564 |
| Depreciation, amortization and impairment | -27,728 | -34,251 | -1,409 | -1,409 |
| Operating profit (EBIT) | 37,621 | 46,555 | -1,021 | 1,155 |
| Financial income | 43 | 586 | 0 | 0 |
| Financial expenses | -1,256 | -303 | 0 | 0 |
| Profit before tax from discontinuing operations | 36,408 | 46,838 | -1,021 | 1,155 |
| Corporate tax Profit after tax from discontinuing operations |
-13,555 22,853 |
-6,972 39,866 |
0 -1,021 |
0 1,155 |
| Transaction costs and other costs from | ||||
| divestment of discontinued operations | -29,502 | 0 | -37,605 | 0 |
| Profit from discontinued operations | -6,649 | 39,866 | -38,626 | 1,155 |
| Earnings per share from discontinued operations of DKK 1.25 (EPS) |
-0.05 | 0.32 | ||
| Earnings per share from discontinued operations of DKK 1.25, diluted (EPS-D) |
-0.05 | 0.32 |
Discontinued operations in 2020
During 2020 Columbus initiated the process of a sale of our software company To-Increase, which represent our entire ISV segment. The sale was finalised in January 2021, and the business is therefore reported as discontinued operations in the profit and loss. Assets and liabilities are reported as assets classified as held for sale, cf. note 29.
In addition, during 2020 we have closed our Spanish subsidiary and sold our Chinese and consequently reported this as discontinued operations. Both subsidiaries were part of our consultancy segment.
Finally, our Danish private cloud business was sold in January 2021 and this business is consequently also classified as discontinued operations and assets and liabilities classified as held for sale, cf. note 29. The private cloud business was represented in our consultancy segment.
Loss on divestment of discontinued includes transaction cost related to divestment of our ISV To-Increase, which was sold during January 2021, and thus affects both Parent and Group figures.
Cash flow
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Cash flow from operating activities | 72,264 | 94,815 | 1,410 | 5,420 |
| Cash flow from investing activities | -36,818 | -38,917 | 0 | 0 |
| Cash flow from financing activities | -5,844 | -5,834 | 0 | 0 |
| Cash flow from discontinued operations | 29,602 | 50,064 | 1,410 | 5,420 |
Accounting policies
Discontinued operations comprise all revenue and expenses and gain and losses for operations either being held for sale or which have already been disposed of. Discontinued operations are reported separately from the continued operations in the financial statements. Comparative figures are restated to segregate the continuing and discontinuing assets, liabilities, income, expenses, and cash flows.
Note 29 – Assets classified as held for sale
At 31 December 2020, assets and related liabilities held for sale comprised To-Increase and our Danish private cloud business.
| DKK ´000 | Group | Parent Company | |||
|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||
| Goodwill | 81,683 | 0 | 0 | 0 | |
| Customer base | 4,670 | 0 | 3,050 | 0 | |
| Development projects finalized | 52,350 | 0 | 0 | 0 | |
| Development projects in progress | 38,899 | 0 | 0 | 0 | |
| Property, plant and equipment | 1,567 | 0 | 0 | 0 | |
| Right-of-use assets | 16,086 | 0 | 0 | 0 | |
| Investments in subsidiaries | 0 | 0 | 45,064 | 0 | |
| Trade receivables | 15,739 | 0 | 0 | 0 | |
| Contract assets | 950 | 0 | 0 | 0 | |
| Corporate tax receivables | 1,050 | 0 | 0 | 0 | |
| Other receivables | 676 | 0 | 0 | 0 | |
| Prepayments | 811 | 0 | 0 | 0 | |
| Total assets classified as held for sale | 214,481 | 0 | 48,114 | 0 |
| Group | Parent Company | |||
|---|---|---|---|---|
| DKK ´000 | 2020 | 2019 | 2020 | 2019 |
| Deferred tax | 17,181 | 0 | 0 | 0 |
| Other provisions | 4,464 | 0 | 0 | 0 |
| Lease liability right-of-use assets | 15,409 | 0 | 0 | 0 |
| Contract liabilities | 3,004 | 0 | 0 | 0 |
| Trade payables | 3,278 | 0 | 2,831 | 0 |
| Other payables | 13,380 | 0 | 637 | 0 |
| Accruals and deferred income | 37,175 | 0 | 2,647 | 0 |
| Total liabilities relating to assets classified as | ||||
| held for sale | 93,891 | 0 | 6,115 | 0 |
| Net assets | 120,590 | 0 | 41,999 | 0 |
Accounting policies
Assets classified as held for sale comprise assets and liabilities, the value of which are highly probable to be recovered through a sale within 12 months rather than through continued use. Assets and liabilities classified as held for sale are measured at the carrying amount at the time of classification as 'held for sale' or at market value less selling costs, whichever is lower. The carrying amount is measured in accordance with the Group's accounting policies. No depreciation or amortisation is recognized on intangible assets and property, plant and equipment from the time of classification as 'held for sale'.
Note 30 – Board of Directors and Executive Board
See section "The Board of Directors and Executive Board" in the Management's Review, page 38.
Note 31 – Shareholder information
See section "Shareholder information" in the Management's Review, page 41.
Note 32 – Events after the reporting period
On 26 January 2021, Columbus completed the divestment of To-Increase. The total net proceeds of EUR 115m/DKK 856m were paid in cash at completion. The sale of To-Increase has impacted the Group equity by approximately EUR 90m/DKK 671m and the Parent equity by approximately EUR 107m/DKK 794m. The Board of Directors proposes an extraordinary dividend of DKK 6 per share which will be adopted at the Annual General Meeting 27 April 2021. The divestment is mentioned in the Management's Review, page 22.
There have been no other events since 31 December 2020 which could significantly affect the evaluation of the Group's financial position and revenues at 31 December 2020. Earnings in January and February 2021 are in line with the Company's expectations.
Note 33 – Approval of publication of the Annual Report
On the Board meeting on 16 March 2021 the Board of Directors approved publication of the Annual Report 2020. The Annual Report 2020 will be submitted for approval by the shareholders of Columbus A/S on the Annual General Meeting on 27 April 2021.
Key figures, ratios and Alternative Performance Measures
Key figures and ratios
Earnings per share (EPS) and diluted earnings per share (EPS-D) are calculated in accordance with IAS 33.
Other ratios are calculated in accordance with the Danish Finance Society "Recommendations & Financial Ratios". The financial ratios stated are calculated as follows:
| Earnings before interest, tax, depreciations and amortizations (EBITDA) EBITDA-margin |
||
|---|---|---|
| Net revenue | ||
| Operating profit (EBIT) | ||
| Operating margin | Net revenue | |
| Result after tax and excl. minority interests | ||
| Return on equity |
Average equity excl. minority interests | |
| EBITA | ||
| Return on invested capital (ROIC) | Average invested capital including goodwill | |
| Equity ratio | Equity excl. minority interests | |
| Total equity and liabilities | ||
| Earnings per share (EPS) | Result after tax and excl. minority interests | |
| Average number of shares | x f | |
| Equity excl. minority interests end of year x 100 | ||
| Book value per share (BVPS) | Number of shares end of year | x f |
| Cash flow per share | Cash flow from operations | x f |
| Average number of diluted shares | ||
| Theoretical rate | ||
| Adjustment factor (f) | Listed price of stock the day before the subscription and/or stock right cease |
|
| Recurring revenue | ||
| Recurring Revenue % of total revenue | Net revenue |
Alternative Performance Measures
Organic Growth and Revenue
Organic Growth and Revenue represents the business excluding the impact of acquisitions and divestments.
The purpose of defining Organic Growth is to show a "like-for-like" comparison with the previous year.
Recurring Revenue
Recurring Revenue includes Columbus Software maintenance, Columbus Cloud revenue, 3rd party maintenance revenue, 3rd party cloud revenue, Columbus Care agreements.
Recurring revenue does not necessarily mean a binding contractual agreement. However recurring revenue is defined as revenue with a high degree of certainty for renewal >95%.
The purpose of defining Recurring Revenue is to express a level of predictability in the revenue. The higher degree of Recurring Revenue in pct. of total revenue – the more predictable is the Columbus revenue going forward.
EBITDA before Share Based Payment
EBITDA before Share Based Payment is Earnings Before Interest Taxes Depreciation, Amortization and the expense (black Scholes value) from Share Based Payment.
The purpose of excluding Share Based Payment is that this is a non-cash consideration and therefore different characteristics than cash-based considerations. Another purpose is that the IFRS rules for expending Share Based payments is uneven through the 3-year maturing period Columbus normally exercise. EBITDA before Share Based Payment will therefore express a more comparable year over year development.
Normalized EBITDA
Normalized EBITDA represents the business excluding the impact of one-off items, such as acquisitions, divestments etc. Details on the normalization is provided in the management review cf. page 10.
For more information about Columbus visit www.columbusglobal.com