The annual report was presented and adopted at the
Company's annual general meeting
On 8 July 2024
__________________________________________
Jenny Marie Helbrink Gann
chairman of the annual general meeting
Teracloud ApS
Nicolai Eigtveds Gade 26, 5.
1402 København K
Denmark
CVR no. 43 12 80 35
Annual report 2023
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
1
Contents
Statement by the Board of Directors and the Executive Board 2
Independent auditor's report 3
Management's review 6
Company details 6
Financial highlights group 7
Operating review 8
Consolidated financial statements 1 January – 31 December 12
Income statement 12
Statement of comprehensive income 12
Statement of financial position 13
Statement of changes in equity 15
Statement of cash flow 16
Notes 17
Parent Company financial statements 1 January – 31 December 46
Income statement 46
Statement of financial position 47
Statement of changes in equity 49
Notes 50
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
2
Statement by the Board of Directors and the Executive
Board
The Board of Directors and the Executive Board have today discussed and approved the annual report of
Teracloud ApS for the financial year 1 January – 31 December 2023.
The consolidated financial statements have been prepared in accordance with the International Financial
Reporting Standards as approved by the EU and additional requirements in the Danish Financial Statements
Act.
The parent company financial statements have been prepared in accordance with the Danish Financial
Statements Act.
In our opinion, the consolidated financial statements and the parent company financial statements give a
true and fair view of the Group's and the Parent Company's assets, liabilities and financial position at
31 December 2023 and of the results of the Group's and the Parent Company's operations and consolidated
cash flows for the financial year 1 January – 31 December 2023.
Further, in our opinion, the Management's review gives a fair review of the development in the Group's and
the Parent Company's activities and financial matters, of the results for the year and of the Group's and the
Parent Company's financial position.
We recommend that the annual report will be approved at the annual general meeting.
Copenhagen, 8 July 2024
Executive Board:
Johan Harald Gedda
Board of Directors:
Johan Harald Gedda
Jenny Marie Helbrink Gann
Danielle O'Brien Dickie
Chairman
(821090.1)
3
Independent auditor's report
To the shareholders of Teracloud ApS
Opinion
We have audited the consolidated financial statements and the Parent Company financial statements of
Teracloud ApS for the financial year 1 January – 31 December 2023 comprising balance sheet, statement
of changes in equity and notes, including accounting policies, for the Group as well as for the Parent
Company, the statement of comprehensive income and cash flow statement for the Group and the income
statement for the Parent Company. The consolidated financial statements are prepared in accordance with
the International Financial Reporting Standards as adopted by the EU and additional requirements in the
Danish Financial Statements Act and the Parent Company financial statements are prepared in accordance
with the Danish Financial Statements Act.
In our opinion, the consolidated financial statements give a true and fair view of the Group's assets, liabilities
and financial position at 31 December 2023 and of the results of the Group's operations and cash flows for
the financial year 1 January – 31 December 2023 in accordance with the International Financial Reporting
Standards as adopted by the EU and additional requirements in the Danish Financial Statements Act.
In our opinion, the Parent Company financial statements give a true and fair view of the Parent Company’s
assets, liabilities and financial position at 31 December 2023 and of the results of the Parent Company’s
operation for the financial year 1 January – 31 December 2023 in accordance with the Danish Financial
Statements Act.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional
requirements applicable in Denmark. Our responsibilities under those standards and requirements are
further described in the "Auditor's responsibilities for the audit of the financial statements" section of our
report.
We are independent of the Group in accordance with the International Ethics Standards Board for
Accountants' International Code of Ethics for Professional Accountants (IESBA Code) and the additional
ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
(821090.1)
4
Independent auditor's report
Management's responsibility for the consolidated financial statements
and the parent company financial statements
Management is responsible for the preparation of consolidated financial statements that give a true and fair
view in accordance with the International Financial Reporting Standards as adopted by the EU and additional
requirements in the Danish Financial Statements Act and for the preparation of parent company financial
statements that give a true and fair view in accordance with the Danish Financial Statements Act.
Management is further responsible for such internal control that Management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, Management is responsible for assessing the Group's and the Parent
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless Management either intends to liquidate the Group
or the Parent Company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the consolidated financial
statements and parent company financial statements
Our objectives are to obtain reasonable assurance as to whether the consolidated financial statements and
parent company 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 may arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements and parent company 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
parent company financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group's and the Parent Company's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by Management.
• conclude on the appropriateness of Management's use of the going concern basis of accounting in
preparing the consolidated financial statements and parent company financial statements and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group's and the Parent Company's ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the consolidated financial statements or parent company
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor's report. However, future events or
conditions may cause the Group and the Parent Company to cease to continue as a going concern.
(821090.1)
5
• Independent auditor's report
• evaluate the overall presentation, structure and contents of the consolidated financial statements and
parent company financial statements, including the disclosures, and whether the consolidated financial
statements and parent company 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.
Statement on Management's review
Management is responsible for the Management's review.
Our opinion on the consolidated financial statements and parent company financial statements does not
cover the Management's review, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements and parent company financial
statements, our responsibility is to read the Management's review and, in doing so, consider whether the
Management's review is materially inconsistent with the consolidated financial statements or parent
company financial statements or our knowledge obtained during the audit, or otherwise appears to be
materially misstated.
Moreover, it is our responsibility to consider whether the Management's review provides the information
required under the Danish Financial Statements Act.
Based on the work we have performed, we conclude that the Management's review is in accordance with
the consolidated financial statements and parent company financial statements and has been prepared in
accordance with the requirements of the Danish Financial Statement Act. We did not identify any material
misstatement of the Management's review.
Copenhagen, 8 July 2024
KPMG
Statsautoriseret Revisionspartnerselskab
CVR no. 25 57 81 98
Jesper Bo Pedersen
State Authorised
Public Accountant
mne42778
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
6
Management's review
Company details
Teracloud ApS
Nicolai Eigtveds Gade 26, 5.
1402 København K
Denmark
CVR no. 43 12 80 35
Established: 7 March 2012
Registered office: Copenhagen
Financial year: 1 January – 31 December
Board of Directors
Johan Harald Gedda
Jenny Marie Helbrink Gann
Danielle O'Brien Dickie
Executive Board
Johan Harald Gedda
Auditor
KPMG
Statsautoriseret Revisionspartnerselskab
Dampfærgevej 28
2100 København Ø
CVR no. 25 57 81 98
Annual general meeting
The annual general meeting will be held on 8 July 2024.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
7
Management's review
Financial highlights group
USD'000
2023
2022**
2021
2020*
2019*
Revenue
61,782
61,879
50,466
38,748
28,699
Gross profit/loss
58,746
58,650
49,215
29,598
20,540
Operating profit/loss
12,848
14,531
11,505
1,593
-2,000
Profit/loss before financial income and
expenses
5,479
6,874
4,043
-463
-3,588
Profit/loss from financial income and
expenses
3,119
5,910
3,700
-156
-4,152
Profit/loss for the year
2,243
3,422
3,560
1,654
-4,414
Total assets
91,740
103,228
77,566
52,481
43,708
Investments in property, plant and
equipment
1,473
176
511
628
439
Equity
44,656
51,982
44,084
30,541
32,561
Cash flows from operating activities
12,893
21,106
7,923
13,173
2,128
Cash flows from investing activities
6,193
-33,527
-10,511
-2,378
-5,211
Cash flows from financing activities
-15,838
8,606
8,503
1,381
4,264
Total cash flows
22,698
19,540
23,355
12,176
1,181
Gross margin
95.1%
94.8%
97.5%
76.4%
71.6%
Operating margin
8.9%
11.1%
8.0%
-1.2%
-12.5%
Return on invested capital
80.1%
41.9%
22.6%
-3.1%
-21.1%
Current ratio
139.1%
174.7%
181.4%
137.5%
57.9%
Return on equity
4.6%
7.1%
9.5%
5.2%
-27.1%
Average number of full-time employees
268
258
182
124
86
* The group has implemented IFRS on 1 January 2021. The consolidated comparative figures for 2020 and 2019 are presented in
accordance with US GAAP (reference is made to note 18 for further description).
**A prior period error has been made to 2022 and figures is updated. See disclosure nr.18
The financial ratios have been calculated as follows:
Gross margin
Gross profit/loss x 100
Revenue
Operating margin
Profit/loss before financial income and expenses x 100
Revenue
Return on invested capital
Profit/loss before financial income and expenses x 100
Average invested capital
Invested capital Operational intangible assets and
property, plant and equipment as well as
net working capital
Current ratio
Current assets x 100
Short-term debt
Return on equity
Profit after tax x 100
Average equity
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
8
Management's review
Operating review
Principal activities
The purpose of Teracloud ApS (Teracloud or the Company) is to acquire participating interest in various
software businesses. The Company's principal operating brands are:
21CS (formerly “21st Century Software”) [www.21cs.com] – 21CS develops, markets, and supports
middleware for IBM's z operating system (z/OS). Its solutions complement existing z/OS software marketed
by IBM. Additionally, its solutions are hardware-neutral and run on most major z/OS-based mainframes.
VMS Software (“VMS”) [www.vmssoftware.com] – VMS develops, markets, and supports innovative and
advanced releases of the OpenVMS operating system. OpenVMS is a multi-user, multiprocessing virtual
memory-based operating system designed to support time-sharing, batch processing, transaction
processing and workstation applications.
VSEn (“VSE”) [www.21CS/VSEn] – The Company's first version of the VSE operating system enters the
market under the name: VSEn V6.3. VSEn is designed to offer non-disruptive compatibility with previous
versions of IBM z/VSE. VSEn V6.3 also addresses fixes and features that have been applied to IBM z/VSE
6.2 and offers the newest releases of the TCP/IP stacks and installation enhancements.
Streams. The acquisition of Streams is an expansion into the streaming analytics market, leveraging
technology from IBM. Streaming analytics technology helps businesses ingest, analyse and correlate
information from different data sources in real time. The technology evaluates a broad range of streaming
data – unstructured text, video, audio, geospatial and sensor – to help businesses discover opportunities
and risks as they happen. The first new company-owned version of Streams will be launched in June 2024.
Numerous technology (“Numerous”) [www.numerous.com]. This business area is developing software
technology for simulating, designing, operating and monitoring performance of clean tech energy systems.
The technology is not yet commercially available.
Risks and Uncertainties
The Company is subject to a number of risks associated with emerging, technology-oriented companies.
Principal among these risks are risks associated with an evolving and unpredictable business model,
development of new technological innovations, customer acceptance of new products, marketing the
Company's products, dependence upon key individuals, competition from larger, more financially
independent competitors and the need to obtain adequate financing to fund future operations.
Events after the balance sheet date
No events have occurred after the balance sheet date.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
9
Management's review
Operating review
Development in activities and financial position
The Company's VMS Software business area continues to consolidate its position as the leading supplier of
software for the OpenVMS operating system market. The Company's 21CS business area continues to build
new products for the z/OS ecosystems, marketed through an OEM arrangement with IBM, including
solutions for disaster recovery, reporting, change management and migration solutions, making the
Company the expert on data storage. In 2023, Teracloud generated USD 61.8 million in revenue compared
to USD 61.9 million in 2022. Total operating expense in 2023 was USD 52 million compared to USD 49.4
million in 2022.
Currently, the Company is headquartered in Denmark, with offices in the US, Australia, Germany, Sweden,
Armenia, Greece, the UK and New Zeeland. The Company continues to grow its portfolio, employee base
and revenue. In 2024, the Company is in the process of establishing an entity in Egypt to expand its software
development capabilities. The Company expects operations in Egypt to begin in the second half of 2024.
Investments in new products
The Company is continuously diversifying its portfolio to grow its revenue base. The Company's plan to
introduce new products to the market are based on the expected revenue potential, particularly aimed at
gaining new customers and/or expanding into new vertical markets.
21CS continues to make investments in new products to diversify product offerings and provide a wide
variety of solutions to customers. These include but are not limited to enhancing compliance, configuration
control, resiliency, cloud data enablement, local or global data migration and intelligent and automated data
set encryption.
VMS released OpenVMS on x86 in 2023 and is in the process of migrating customers over to this new chip
architecture. OpenVMS x86 allows VMS products to run on the industry standard x86_64 architecture to
help customers protect their investment in OpenVMS infrastructure, especially in virtualised environments
and in the cloud.
Outlook
The Company's operating systems, mainframe storage and capacity products are used by some of the
largest business enterprises in the world to provide actionable insights into how best to manage their
computing environments.
Our priority will be to support the current customer base and ensure products remain viable and continue to
provide customer benefits. Given our experience with data management we expect to both improve the
performance of the product and investigate additional business uses cases that provide business value.
In its z/OS business, the Company plans to introduce new products to the market in collaboration with its
OEM partner IBM based on revenue potential and strategic fit.
The Company expects results for the year 2024 in the range of USD 14 million (EBITDA).
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
10
Management's review
Operating review
Research and development activities
The Company has significant research and development activities globally across all products. The largest
software development labs performing these activities are in Australia, Germany, and the US. Research and
development activities are conducted on existing products to maintain as well as enhance and improve
customer benefits and experience of our products. Research and development activities are conducted on
new products to enhance and update as deemed necessary to introduce to customers.
The Company does not capitalise hours spent on development as the Company is not able to split hours
between development and maintenance.
Corporate social responsibility
In accordance with section 99a of the Danish Financial Statements Act, Teracloud's statement on CSR is
an integrated part of the annual report in the Parent Company, Kapitalen ApS, CVR no. 34 88 34 59. The
report can be found at datacvr.virk.dk.
Goals and policies for the underrepresented gender
In accordance with section 99b of the Danish Financial Statements Act, the Company has a duty to consider
its responsibility in relation to goals and policies for the underrepresented gender.
The Company's policy is to promote a diverse workplace and work to promote the number of the
underrepresented gender in senior positions. We want to ensure that all our employees can make the best
use of their skills, regardless of gender, ethnicity, religion, political opinion, age, disability, sexual orientation.
We want to maintain a working environment that is free from harassment and discrimination and respects
diversity.
In the Company, initiatives are defined for the retention and development of female employees at middle
management level. This is done by offering training and providing advice to leaders and employees
regarding skills development. Furthermore, in connection with new hires, the Company considers all qualified
applicants for a given position regardless of gender, ethnicity, religion, political opinion, age, disability, sexual
orientation, etc.
At the moment, the Board of Directors in Teracloud ApS consists of one man and two women, and the
Executive Board consist of one man.
The Company's goals and policy for diversity in the Company's Management levels are based on an
objective that at least 1/3 of the Management must be of the under-represented gender. As one in three
board members are men equal distribution has been achieved.
At the end of 2023, the Company's Executive Board consists of one member. On other management levels,
Management consists of four persons, where 50% of the Management positions were held by women and
50% by men. As 50% of the daily management consists of women, equal distribution has been achieved in
other management layers.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
11
Management's review
Operating review
Goals and policies for the underrepresented gender (continued)
5-years overview
2023
Board of Directors
Total number of members
3
Underrepresented gender in %
33
Target number in %
33
Year target number is fulfilled
Target met
Other management layers
Total number of members
4
Underrepresented gender in %
50
Target number in %
50
Year target number is fulfilled
Target met
According to section 99b(7) of the Danish Financial Statements Act, companies that are covered by the
reporting requirements for the first time are only required to include information for the financial year in the
5-year overview, why 2022, 2021, 2020 and 2019 are not included.
Reporting on data ethics
Teracloud's statement on data ethics according to section 99d of the Danish Financial Statements Act is an
integrated part of the annual report of the Parent Company, Kapitalen ApS, CVR no. 34 88 34 59. The report
can be found at data.virk.dk.
Correction of prior period errors
The Group has identified a material error in respect to the calculation of deferred taxes for intangible assets
in the previously presented annual report for 2022.
The Company had one specific contract that previously has been recognised in the revenue at the time of
payment and not when the services were provided. As a consequence, the trade receivables for the Group
have been understated with an amount of USD 5,909 thousand at 1 January 2022. Deferred tax liabilities
related to the trade receivables are understated with an amount of USD 1,300 thousand at 1. January 2022
and the total equity is understated with USD 4,609 thousand at 1. January 2022.
Please refer to note 18 for further details.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
12
Consolidated financial statements 1 January –
31 December
Income statement
USD'000
Note
2023
2022
Restated
Revenue
2
61,782
61,879
Cost of sales
-3,036
-3,229
Gross profit/loss
58,746
58,650
Other external costs
-11,492
-13,530
Staff costs
3
-34,406
-30,589
Depreciation, amortisation and impairment losses
7, 8, 9
-7,370
-7,657
Profit/loss before financial income and expenses
5,479
6,874
Financial income
5
1,986
897
Financial expenses
5
-4,345
-1,862
Profit/loss before tax
3,119
5,910
Tax on profit/loss for the year
6
-876
-2,487
Profit/loss for the year
2,243
3,422
Profit/loss attributable to:
Owners of the Company
2,243
3,422
Statement of comprehensive income
Profit/loss for the year
2,243
3,422
Other comprehensive income that will be reclassified
subsequently to the profit or loss
Cumulative translation adjustment
432
-133
Total comprehensive income
2,675
3,289
Profit/loss attributable to:
Owners of the Company
2,675
3,289
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
13
Consolidated financial statements 1 January –
31 December
Statement of financial position
USD'000
Note
2023
2022
Restated
1 January
2022
ASSETS
Intangible assets
7
25,668
26,215
29,845
Property, plant and equipment
8
1,506
379
490
Right-of-use asset
9
3,194
3,106
4,500
Financial assets
16
11,327
11,334
364
Deferred tax assets
10
1,289
0
905
Total non-current assets
42,984
41,034
36,104
Trade receivables
11
16,832
19,312
15,449
Prepayments
1,781
2,643
339
Other investments
12,17
7,200
19,873
0
Other receivables
155
826
6,928
25,968
42,654
22,716
Cash at bank and in hand
22,788
19,540
23,355
Total current assets
48,756
62,194
46,071
TOTAL ASSETS
91,740
103,228
82,175
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
14
Consolidated financial statements 1 January –
31 December
Statement of financial position
USD'000
Note
2023
2022
Restated
1 January
2022
EQUITY AND LIABILITIES
Equity
Contributed capital
13
131
131
131
Foreign currency translation reserve
282
-150
-17
Retained earnings
44,244
52,001
48,579
Total equity
44,657
51,982
48,693
Non-current liabilities
16
Deferred tax liability
0
289
0
Lease liability
2,203
1,968
3,032
Contract liabilities
9,824
13,397
7,172
Other payables
0
0
1,144
Total non-current liabilities
12,027
15,654
11,349
Current liabilities
16
Loas from credit institutions
6,131
10,000
0
Lease liability
1,181
1,372
1,237
Trade payables
1,701
3,105
1,892
Other payables, including taxes payable
8,398
4,359
2,621
Contract liabilities
17,645
16,756
16,384
Total current liabilities
35,056
35,592
22,134
Total liabilities
47,083
51,246
33,482
TOTAL EQUITY AND LIABILITIES
91,740
103,228
82,175
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
15
Consolidated financial statements 1 January – 31 December
Statement of changes in equity
Attributable to owners of the Company
USD'000
Contributed
capital
Foreign
currency
translation
reserve
Share
premium
Retained
earnings
Total
Equity at 1 January 2022
131
-17
0
43,970
44,084
Correction of prior period error
0
0
0
4,609
4,609
Adjusted equity at 1 January 2022
131
-17
0
48,579
48,693
Net profit for the year - restated
0
0
0
3,422
3,422
Other comprehensive income for the year
0
-133
0
0
-133
Total comprehensive income for the year – Restated
131
-150
0
52,001
51,982
Equity at 31 December 2022 - Restated
131
-150
0
52,001
51,982
Net profit for the year
0
0
0
2,243
2,243
Other comprehensive income for the year
0
432
0
0
432
Dividends
0
0
0
-10,000
-10,000
Total comprehensive income for the year
0
432
0
-7,757
-7,325
Equity at 31 December 2023
131
282
0
44,244
44,657
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
16
Consolidated financial statements 1 January –
31 December
Statement of cash flow
USD'000
Note
2023
2022
Profit/loss for the year
2,243
3,422
Depreciation, amortisation and impairment losses
7,370
7,657
Other adjustments of non-cash operating items
1,191
1,173
Cash generated from operations before changes in working
capital
10,804
12,252
Changes in working capital
15
3,966
9,364
Cash generated from operations
14,770
21,616
Interest paid
-1,877
-510
Interest received
0
0
Tax paid
0
0
Cash flows from operating activities
12,893
21,106
Acquisition of intangible assets
-5,000
-2,000
Acquisition of financial assets
-7
-11,334
Acquisition of other investments
12,673
-20,017
Disposal of property, plant and equipment
-1,473
-176
Cash flows from investing activities
6,193
-33,527
Proceeds from credit institutions
-3,869
10,000
Payment of lease liabilities
-1,969
-1,394
Dividend paid
-10,000
0
Cash flows from financing activities
-15,838
8,606
Net change in cash flow
3,248
-3,815
Cash flow for the year
Cash and cash equivalents at the beginning of the year
19,540
23,355
Effect of movements in exchange rates on cash held
0
0
Cash and cash equivalents at year end
22,788
19,540
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
17
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies
The annual report for the period 1 January – 31 December 2023, includes the consolidated financial
statements of Teracloud ApS (the Parent) and its subsidiary undertaking (the Group). The consolidated
financial statements of the Group have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU and additional Danish disclosure requirements applying to entities
of reporting class C large.
Correction of prior period error
We refer to adjustment which is disclosed in note 18.
Foreign currency translation
The Group's consolidated financial statements are presented in U.S. Dollar (USD), which is also the Parent
Company's functional currency. Most of the Company's customers enter into contracts that are denominated
in U.S. Dollars. The Company's expenses are generally denominated in the currencies of the countries
where its operations are located, which is primarily in the U.S., Australia and Europe.
All monetary assets and liabilities denominated in foreign currencies are translated into U.S. Dollars using
the exchange rates in effect at the balance sheet date. All other assets and liabilities are translated into U.S.
Dollars using historical exchange rates at the transaction date. Foreign currency denominated revenue and
expenses are remeasured using the average exchange rates in effect during each period.
Differences in exchange rates arising from the translation of foreign subsidiaries' equity at the beginning of
the year at the exchange rates at the balance sheet date and from the translation of income statements from
the average exchange rates for the currency exchange rates at the balance sheet date are recognised
directly in other comprehensive income.
Consolidated financial statements
The consolidated financial statements comprise the Parent Company, Teracloud ApS and its subsidiaries.
On consolidation, intra-group income and expenses, shareholdings, intra-group balances and dividends and
realised and unrealised gains and losses on intra-group transactions are eliminated.
New standards and interpretations not yet adopted
The IASB has issued a number of new amendments to accounting standards which are not mandatory for
31 December 2023 reporting periods. The amendments are not early adopted by the Company. Teracloud
ApS expects to adopt these standards, amendments, and interpretations when they become mandatory.
It is Management's assessment that none of these will significantly affect the Company's financial
statements.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
18
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Critical accounting estimates and judgements
The preparation of the consolidated financial statements requires Management to make estimates and
assumptions that may have a significant effect on the application of policies and reported amounts of assets,
liabilities, income, expenses and related disclosures. The estimates and underlying assumptions are based
on historical experience and various other factors.
Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on
an ongoing basis. Changes in estimates may be necessary if there are changes in the circumstances on
which the estimate was based, or if more detailed information becomes available. Such changes are
recognised in the period in which the estimate in question is revised.
The application of the Company's accounting policies may require Management to make judgments that can
have a significant effect on the amounts recognised in the consolidated financial statements. Management
judgment is required in particular when assessing the substance of transactions that have a complicated
structure or legal form.
The critical accounting estimates and judgments could potentially have a significant impact on the
consolidated financial statements.
The table below shows critical accounting estimates and judgments and their level of potential impact on the
consolidated financial statements:
Financial Statement Line Item
Note
Critical accounting
estimate and
judgements
Estimate/
judgement
Potential impact from
estimate and
judgement
Intangible assets and
impairment of goodwill
7
Impairment of
intangible assets
and goodwill
Estimate
●●○
Trade receivables
11
Allowance for
doubtful trade
receivables
Estimate
●○○
Right of use assets and lease
obligations
9
Assessment of
determined
lease term including
expected exercise
of extension- and
termination options.
Judgement
●●○
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
19
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Income statement
Revenue
License
The Company's licenses grant the customer a right to use the intellectual property (IP) and as the Company
does not undertake activities that substantively change the IP to which the customer has rights during the
license period, revenue is according to IFRS 15 satisfied at a point in time. Revenue is recognised at the
point in time when the software license key is delivered to the customer, and the customer may use and
benefit from the software license.
Maintenance and support
The Company's maintenance and support is made up of technical support, bug fixes, and when-and-if
available unspecified software upgrades. Maintenance and support revenue are recognised over time
measured based on the percentage of completion relative to the term of the maintenance and support
contract. Maintenance and support contracts are invoiced upon execution of the contract or annually over
the term of the contract.
Professional Services
The Company's professional services primarily include consulting services associated with the
implementation of software licenses. Professional services are distinct performance obligations, and the
related revenue is recognised at the point in time when the customer can benefit from the services. The
Company applies the practical expedient of recognising revenue upon invoicing tor time and materials-based
arrangements as the invoiced amount corresponds to the value of the professional services provided.
Royalties and Service Fees
The Company derives royalty revenues in connection with three supplier relationship agreements with
International Business Machine Corporation (IBM). Under these agreements with IBM, the total royalty due
associated with the sale of a software license is received via a one-time payment after the software license
key is delivered to the end customer. Royalty revenue for software licenses is recognised at a point in time
upon delivery of the software license key. The total royalty or service fee due associated with the sale of
maintenance and support is recognised pro rata on an over time basis on a quarterly basis over the term of
the underlying contract with the end customer.
Cost of sales
Cost of sales comprises costs incurred to generate revenue for the year.
Other external costs
Other external costs comprise costs for distribution and sales costs, costs for advertising, administrative
expenses, costs of premises, etc.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
20
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Staff costs
Staff costs comprise wages and salaries, including holiday allowance, pension and other social security
costs. The costs are recognised in the year which the associated services are rendered by the employees.
Depreciation, amortisation and impairment losses
Depreciation, amortisation and impairment losses relating to intangible assets and property, plant and
equipment comprise depreciation, amortisation and impairment losses for the financial year, calculated on
the basis of the residual values and useful lives of the individual assets and impairment testing.
Financial income and expenses
Finance income and costs comprise interest income and expense, payables and transactions denominated
in foreign currencies as well as surcharges and refunds under the on-account tax scheme, etc.
Tax on profit/loss for the year
Tax for the year comprises current tax for the year and changes in deferred tax, including changes in tax
rates. The tax expense relating to the profit/loss for the year is recognised in the income statement at the
amount attributable to the profit/loss for the year and directly in equity at the amount attributable to entries
directly in equity.
Statement of financial position
Intangible assets
Intangible assets comprise goodwill and other intangible assets such as customer relationships, technology,
tradename and covenant not to complete.
Goodwill
Initially, goodwill is recognised at cost. Subsequently, goodwill is measured at cost less accumulated
impairment. Goodwill is not amortised.
The carrying amount of goodwill must be tested for impairment at least annually. The impairment test may
be performed at any time during the year provided that it is performed at the same time each year.
Impairment losses are recognised directly in profit for the year and are not subsequently reserved.
Intangible assets
Intangible assets are measured at cost less accumulated amortisation and impairment losses.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using
the straight-line method over their estimated useful economic lives and is recognised in profit and loss as
incurred.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
21
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Intangible assets (continued)
The estimated useful lives are as follow:
Customer relationship
6-11 years
Technology
5-15 years
Tradename
6-9 years
Amortisation methods, useful lives and residual values are received at each reporting date and adjusted is
appropriate.
Property, plant and equipment
Property, plant and equipment are initially recognised at cost and subsequently measured at cost less
accumulated depreciation and impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated
residual values using the straight-line methods over the estimated useful life and is recognised in profit and
loss. The estimated useful lives are as follows:
Computer equipment
1 - 7 years
Furniture and fixtures
5 years
Leasehold improvements
5 years
The useful life and residual value are reassessed annually. Changes are treated as accounting estimates,
and the effect on depreciation is recognised prospectively.
Impairment of non-current assets
The carrying amount of intangible assets and property, plant and equipment is subject to an annual test for
indications of impairment other than the decrease in value reflected by depreciation or amortisation.
Impairment tests are conducted of individual assets or groups of assets when there is an indication that they
may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
22
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Leases
Leases are recognised as right-of-use assets with the corresponding liability at the time the asset is available
for use by the Group. Assets and liabilities arising from a lease are measured on a present value basis.
Right-of-use assets are recognised at the commencement date of the lease when the asset is available for
use. Right-of-use assets are initially measured at cost, less any accumulated depreciation and impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the
amount of lease liabilities recognised, initial direct costs incurred, lease payments made at or before the
commencement date, less any lease incentives received. Right-of-use assets are depreciated over the
shorter of the asset's useful life and the lease term on a straight-line basis. An assessment is made at each
reporting date of whether there is any indication that a right-of-use asset may be impaired. If any such
indication exists, an impairment test is carried out.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, of that rate cannot be readily
determined, the Company's incremental borrowing rate. Lease payments included in the measurement of
the lease liability comprise the following:
- fixed payments, including in-substance fixed payments,
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as
at the commencement date,
- amounts expected to be payable under a residual value guarantee, and
- the exercise price under a purchase option that the Company is reasonably certain to exercise, lease
payments in an optional renewal period if the company is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Company is reasonably certain not to
terminate early.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
23
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Financial instruments
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designed
as FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows;
and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
All financial assets not classified as measured at amortised cost as described above are measured at
FVTPL.
Trade receivables are initially recognised when they are originated. All other financial assets and liabilities
are initially recognised when the Company becomes a party to the contractual provisions of the instrument.
Receivables are measured at amortised cost using the effective interest method less allowance for lifetime
expected credit losses using the simplified approach. Interest income, foreign exchange gains and losses
and impairment are recognised in profit and loss. Any gain or loss on derecognition is recognised in profit or
loss.
The Company recognises loss allowance for expected credit loss on financial assets measured at amortised
cost. To measure the expected credit losses, trade receivables have been grouped based on shared credit
risk characteristics and days past due. Furthermore, an allowance for lifetime expected credit losses for
trade receivables is recognised on initial recognition. Lifetime expected credit losses are the expected credit
losses that result from all possible default events over the expected life of a financial instrument. Credit
losses are measured as the present value of all cash shortfalls and is discounted at the effective interest
rate of the financial asset.
The Company consider financial assets to be in default when:
- the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the
Company to actions such as realising security (if any is held), or
- the financial asset is more than 90 days past due.
Loss allowance for financial assets measured at amortised cost are deduced from the gross carrying
amounts of the assets.
At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit
impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on
the estimated future cash flows of the financial asset have occurred.
Prepayments
Prepayments comprise prepayment of costs incurred relating to subsequent financial years.
Cash and cash equivalents
The company considers all highly liquid investments with a maturity of three months or less when purchased
to be cash equivalents.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
24
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Corporation tax and deferred tax
Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable
income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account. The
amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or
received that reflects uncertainty related to income taxes. It is measured using tax rates arising from
dividends.
Deferred tax assets are recognised for the tax value of tax loss carry forwards, are recognised at the
expected value of their utilisation within the foreseeable future; either as a set-off against tax on future
income or as a set-off against deferred tax liabilities in the same legal tax entity.
Deferred tax is measured in accordance with the tax rules and at the tax rates applicable at the balance
sheet date when the deferred tax is expected to crystallise as current tax. Changes in deferred tax as a
result of changes in tax rates are recognised in the income statement, statement of other comprehensive
income or equity, respectively.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which
the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and
liabilities.
Temporary differences in relation to a right-of-use asset and lease liability for a specific lease are regarded
as a net package (the lease) for the purpose of recognising deferred tax.
Deferred tax assets are reviewed at each reporting date and are reduced on the extent that it is no longer
probable that the related tax benefit will be realised, such reductions are reversed when the probability of
future taxable profits improves.
Equity
Ordinary shares are classified as equity. Premium on issue of ordinary shares are recognised as share
premium.
Liabilities
Financial liabilities are recognised at cost at the date of borrowing, corresponding to the proceeds received
less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost
using the effective interest method. Accordingly, the difference between cost and the nominal value is
recognised in the income statement over the term of the loan together with interest expenses.
Other liabilities are measured at amortised cost, which normally corresponds to nominal value.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
25
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Fair value measurement
The Company uses fair value for certain disclosures and measurement of financial instruments. Fair value
is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair value measurement is based on the assumption that the transaction to sell the asset or transfer the
liability takes place either in the principal market for the asset or liability or, in the absence of a principal
market, in the most advantageous market for the asset or liability. The fair value of an asset or a liability is
measured using the assumptions that market participants would use when pricing the asset or liability,
presuming that they are acting in their economic best interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, thus maximising the use of relevant observable inputs and
minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or
disclosed are categorised within the fair value hierarchy (levels 1, 2 and 3), described as follows, on the
basis of the lowest level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
26
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Cash flow statement
The cash flow statement shows the Company's cash flows from operating, investing and financing activities
for the year, the year's changes in cash and cash equivalents as well as the Company's cash and cash
equivalents at the beginning and end of the year.
Cash flows from operating activities
Cash flows from operating activities are calculated as the profit/loss for the year adjusted for non-cash
operating items, changes in working capital and corporation tax paid.
Cash flows from investing activities
Cash flows from investing activities comprise payments in connection with acquisitions of intangible assets,
financial assets and property, plant and equipment.
Cash flows from financing activities
Cash flows from financing activities comprise changes in size or composition of the Company's contributed
capital and costs in this respect as well as raising of loans and payments of lease liabilities.
Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term marketable securities with a short term, which are
easily convertible into cash, and which are subject to only an insignificant risk of changes in value.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
27
Consolidated financial statements 1 January –
31 December
Notes
2 Revenue
All of the Group's revenue is from license, maintenance and support and professional services of software
which is sold to the customer. All revenue is from contracts with customers. Invoices are typically due within
30-60 days after delivery.
If a contract contains multiple performance obligations, each distinct performance obligation is accounted
for separately. The Company allocates revenue to each of the performance obligations included in a contract
at the inception of the contract.
The Group generates revenue primarily in the United States, Scandinavia and in a number of other regions.
Revenue from sales of licenses is recognised at a point in time while maintenance and support and
professional services are recognised over time.
In the following table, revenue from contracts with customers is disaggregated by service type.
USD'000
2023
2022
License
15,555
21,641
Maintenance and support
40,333
33,101
Professional services
5,894
7,137
Total revenue
61,782
61,879
The following table provides information about receivables and contract liabilities from contracts with
customers.
USD'000
2023
2022
Receivables, which are included in 'trade receivables'
16,832
19,312
Contract liabilities
27,472
30,153
Contract liabilities relate to the advance consideration received from customers, which is mainly
prepayments from clients for unsatisfied or partially satisfied performance obligations in relation to licenses,
maintenance and support and professional services, and to amounts where Teracloud has a contractual
right to bill but before transferring any license or service.
The following table provides information about the recognition of contract liabilities:
USD'000
2023
2022
Balance at 1 January
30,153
23,556
Recognised as revenue during the period
-16,239
-16,806
Prepayments received from customer during the period
13,558
23,404
Balance at 31 December
27,472
30,154
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
28
Consolidated financial statements 1 January –
31 December
Notes
3 Staff costs
USD'000
2023
2022
Wages and salaries
31,346
27,850
Defined contribution pension plans
1,342
1,206
Other social security costs
1,718
1,533
,
Total staff costs
34,406
30,589
Average number of full-time employees
268
258
Key management personnel compensation
USD'000
Total
2023
Wages and salaries
1,896
Pension
55
Total
1,951
2022
Wages and salaries
2,323
Pension
71
Total
2,394
In accordance with section 98b(3)(ii) of the Danish Financial Statements Act, renumeration to the Executive
Board has not been disclosed as only one person receives renumeration.
The Board of Directors consists of representatives from the Group who do not receive specific compensation
for their role as board members in neither the Company nor the Group. Allocating the board members' total
remuneration would result in an insignificant allocation to their role as board members.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
29
Consolidated financial statements 1 January –
31 December
Notes
4 Fees to auditor appointed at the general meeting
USD'000
2023
2022
Statutory audit
136
244
Tax assistance
29
114
Other assurance engagements
0
0
Non-audit services
244
32
Total fees to KPMG
409
390
In 2023, audit fees included the audit of the consolidated and local financial statements. Tax assistance
related primarily to tax compliance service. Non-audit services primarily related to assistance with transfer
cross border.
5 Financial income and expense
USD'000
2023
2022
Interest income measured at amortised cost
1,804
418
Foreign exchange gains
182
1
Other interest income
0
7
Other financial income
0
471
Total financial income
1,986
897
Interest expense measured at amortised cost
797
376
Lease interest
112
134
Foreign exchange losses
20
1,352
Other interest expense
967
0
Other financial expenses
2,449
0
Total financial expenses
4,345
1,862
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
30
Consolidated financial statements 1 January –
31 December
Notes
6 Tax on profit/loss for the year
USD'000
2023
2022
Restated
Current tax for the year
2,454
1,302
Deferred tax adjustment for the year
-1,578
1,185
876
2,487
Tax on result for the year can be explained as:
Calculation of effective tax rate:
Corporate tax rate in Denmark/Luxemburg
-22.0%
-22.0%
Non-taxable income less non-deductible expenses
64.3%
2.7%
Other
-70.4%
-22.8%
Effective tax rate
-28.1%
-42.1%
7 Intangible assets
The carrying amount of goodwill amounted to USD 758 thousand (31 December 2022: USD 758 thousand).
The impairment test was carried out with the activities in the Group as the cash-generating unit. The
recoverable amount was based on value in use and estimated on input from Group management. The test
included a 5-year period followed by a terminal period.
Key assumptions applied in the impairment test were expected revenue, EBITDA ratio, discount rate and
growth rate in the terminal period. The key assumptions applied are set out below:
In percent
2023
Pre-tax discount rate
15.4
Terminal value growth rate
2.0
Expected revenue growth in the budget period (average of next five years)
5.5
EBITDA ratio
11.7
The impairment test showed headroom from value in use to the carrying amount. Management is of the
opinion that the assumptions applied are sustainable.
Management has identified that an increase in the pre-tax discount rate of 12.6% would need to change
individually for the estimated recoverable amount to be equal to the carrying amount.
Sensitivity tests of key assumptions were carried out, which showed that none of the other key assumptions
would change with reasonably probability, causing the carrying amount to exceed the recoverable amount.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
31
Consolidated financial statements 1 January –
31 December
Notes
7 Intangible assets (continued)
USD'000
Goodwill
Customer
relations
Technology
Tradename
Total
Cost at 1 January 2023
758
8,302
45,988
122
55,170
Additions
0
0
5,000
0
5,000
31 December 2023
758
8,302
50,988
122
60,170
Amortisation and
impairment losses at
1 January 2023
0
5,036
23,797
122
28,955
Amortisation for the
period
0
871
4,676
0
5,547
31 December 2023
0
5,907
28,473
122
34,502
Carrying amount at
31 December 2023
758
2,395
22,515
0
25,668
USD'000
Goodwill
Customer
relations
Technology
Tradename
Total
Cost at 1 January 2022
758
8,302
43,988
122
53,170
Additions
0
0
2,000
0
2,000
31 December 2022
758
8,302
45,988
122
55,170
Amortisation and
impairment losses at
1 January 2022
0
4,165
19,038
122
23,325
Amortisation for the
period
0
871
4,760
0
5,630
31 December 2022
0
5,036
23,797
122
28,955
Carrying amount at
31 December 2022
758
3,266
22,191
0
26,215
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
32
Consolidated financial statements 1 January –
31 December
Notes
8 Property, plant and equipment
USD'000
Computer
equipment
and
software
Furniture
and fixtures
Leasehold
improve-
ments
Total
Cost at 1 January 2023
1,126
116
30
1,272
Additions
1,171
302
0
1,473
Cost at 31 December 2023
2,297
418
30
2,745
Depreciation and impairment losses at
1 January 2023
816
53
24
893
Depreciation
272
71
3
346
Depreciation and impairment losses
at 31 December 2023
1,088
124
27
1,239
Carrying amount at 31 December 2023
1,209
294
3
1,506
USD'000
Computer
equipment
and
software
Furniture
and fixtures
Leasehold
improve-
ments
Total
Cost at 1 January 2022
1,103
68
30
1,201
Additions
128
48
0
176
Disposals
-105
0
0
-105
Cost at 31 December 2022
1,126
116
30
1,272
Depreciation and impairment losses at
1 January 2022
651
40
21
712
Depreciation
199
13
3
215
Disposals
-34
0
0
-34
Depreciation and impairment losses
at 31 December 2022
816
53
24
893
Carrying amount at 31 December 2022
310
63
6
379
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
33
Consolidated financial statements 1 January –
31 December
Notes
9 Right-of-use assets
Leases
The Group leases hardware and buildings with a lease term of 1-5 years. Some of the agreements include
an option to purchase the assets at the end of the contract term or options to renew the contract. At the
lease commencement date, the Group assesses whether it is reasonably certain to exercise such option
and reassesses if there is a significant event.
Information about leases for which the Company is a lessee is presented below.
USD'000
Buildings
and office
space
Hardware
Total
At 1 January 2023
2,578
527
3,105
Additions
1,636
81
1,717
Depreciation
-1,047
-581
-1,628
Carrying amount at 31 December 2023
3,167
27
3,194
At 1 January 2022
3,228
1,272
4,500
Additions
307
110
417
Depreciation
-957
-855
-1,812
Carrying amount at 31 December 2022
2,578
527
3,105
USD'000
2023
2022
Amounts recognised in profit and loss
Depreciation on right-of-use assets
1,628
1,812
Interest expenses
112
134
Total recognition in costs
1,740
1,946
Amounts recognised in statement of cash flows
Cash flow for leases
1,969
1,394
Total cash outflows for leases
1,969
1,394
Lessee exemptions
The Company does not lease any leases that can be classified at short-term leases or any leases that can
be classified as low-value leases.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
34
Consolidated financial statements 1 January –
31 December
Notes
10 Tax and deferred tax
USD'000
2023
2022
Restated
Amounts recognised in profit or loss
Current tax expense
Current tax on profits for the year
2,454
1,302
Total current tax
2,454
1,302
Deferred tax expense
Origination and reversal of temporary differences
-953
125
Adjustment for deferred tax of prior periods
-105
196
Recognition of previously unrecognised deferred tax assets
-520
865
Total deferred tax
-1,578
1,185
Total tax expense
876
2,487
USD'000
2023
2022
Restated
Deferred tax at 1 January
-289
904
Deferred tax adjustment in the income statement
1,578
-1,185
Other
0
-8
Deferred tax at 31 December
1,289
-289
The elimination period for the deferred tax is expected to be:
0-1 year
934
-1,112
1-5 years
68
-56
>5 years
287
879
1,289
-289
Deferred tax that is expected to fall due more than five years after the balance sheet date relates to tax
losses carried forward and deferred revenue. Tax losses allowed for carry forward are attributable to
subsidiaries operating in the US. Due to a positive taxable income in the last years, the losses are expected
to be realisable within the foreseeable future.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
35
Consolidated financial statements 1 January –
31 December
Notes
11 Trade receivables
USD'000
2023
2022
Trade receivables before write-down
16,938
19,385
Amounts written down 31 December
-106
-73
Total trade receivables 31 December
16,832
19,312
12 Other investments
USD'000
2023
2022
Corporate bonds – at FVTPL
7,200
19,873
Total other investments
7,200
19,873
13 Contributed capital
On 31 December 2023, the share capital amounted to DKK 862,038 (USD 131,191) divided into 862,038
shares (unchanged from 2022).
All shares rank equally.
Dividends
After the reporting date, the board of directors has proposed a dividend of USD 10 million. The dividends
has not been recognised as liabilities and there are no tax consequenses.
14 Capital management
The capital structure is managed for the Company in accordance with the financial policy, as approved by
the Board of Directors. The Company's policy is to maintain a strong capital base as to maintain investor,
creditor and market confidence and to sustain future development of the business.
The Group's objectives when managing capital are to safeguard their ability to continue as a going concern
so that they can continue to provide returns for shareholders and benefits for other stakeholders and
maintain an optimal capital structure to reduce the cost of capital.
In order to aid such objectives, Management prepares cash flow forecast regularly. This enables
Management to act in due time in order to comply with the capital management objectives.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
36
Consolidated financial statements 1 January –
31 December
Notes
14 Capital management (continued)
At December 2023, the Group's net debt to adjusted equity ratio was as follows:
USD'000
2023
2022
Restated
Total liabilities
-47,084
-51,246
Cash and cash equivalents
22,788
19,540
Net debt
-24,296
-31,706
Total equity
44,656
51,982
Adjusted equity
44,656
51,982
Net debt to adjusted equity ratio
0.51
0.61
15 Changes in working capital
USD'000
2023
2022
Change in trade and other receivables
4,013
-185
Change in prepayments
-2,681
6,598
Change in trade and other payables
2,634
2,951
3,966
9,364
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
37
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks
Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the
Company's risk management framework. The Company's risk management policy is established to identify
and analyse the risks faced by the Company to set appropriate risk limits and controls and to monitor risks
adherence to limits.
The Company is subject to a number of risks associated with emerging, technology-oriented companies,
Principal among these risks are risks associated with an evolving and unpredictable business model,
development of new technological innovations, customer acceptance of new products, marketing the
Company's products, dependence upon key individuals, competition from larger, more financially
independent competitors and the need to obtain adequate financing to fund future operations.
The Company has ensured that a comprehensive risk framework is in place to manage these risks.
Market risks
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices.
The Company is exposed to transactional foreign currency risk to the extent that there is a mismatch between
the currencies in which the Company operates. The functional currency of most of the Company's foreign
subsidiaries is in USD, and most of the Company's customers enter into contracts that are dominated in
USD. Furthermore, the Company's expenses are generally denominated in the currencies of the countries
where its operations are located. The Company is therefore not severely impacted by foreign exchange
fluctuations, as both income and costs are generally settled in the functional currency of the Company.
The currency risk is therefore low due to trading primarily in few currencies (USD and EUR).
Because the services provided by the Group does not involve material financing, currency fluctuation and
commodities the market risk is very limited in general.
Credit risks
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss.
Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily
of cash held on deposit and trade receivable. The Company's cash at times may exceed federally insured
limits. The Company has not experienced any losses in such accounts and believes it has no exposure to
any significant credit risk on cash. The Company generally does not require collateral from customers for
trade receivable balances.
Under the Company's policy for assuming credit risk, all major clients and other business partners are
assessed prior to any contract being signed. As of 31 December 2023, the trade receivable balance due
from one major customer represented 32% of total trade receivable. As of 31 December 2022, the trade
receivable balance due from two major customers represented 41% of the total trade receivables.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
38
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks (continued)
Credit risks (continued)
During 2023, one major customer represented 32% (2022: 26%) of total revenue. To reduce the risk
associated with its trade receivable balance, the Company routinely assesses the financial condition of its
customers.
Historically, the Company has not experienced any significant credit loss related to its customers.
The following table provides information about the exposure to credit risk for trade receivables as of
31 December:
USD'000
Weighted
average
loss rate
Gross
carrying
amount
Loss
allowance
Credit risk
Current
0.0%
11,523
0
Overdue 0-30 days
0.0%
3,141
0
Overdue 31-60 days
0.0%
440
0
Overdue 61-90 days
0.0%
225
0
Overdue more than 90 days
-1.7%
1,503
-106
Total 31 December 2023
-0.6%
16,832
-106
USD'000
Weighted
average
loss rate
Gross
carrying
amount
Loss
allowance
Credit risk
Current
0.0% 8,467 0
Overdue 0-30 days
0.0% 2,409 0
Overdue 31-60 days
0.0%
3,455
0
Overdue 61-90 days
0.0%
966
0
Overdue more than 90 days
-1.8%
4,015
-73
,
Total 31 December 2022 (restated)
-0.4%
19,312
-73
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
39
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks (continued)
Liquidity risks
Liquidity risk is the risk that an entity will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or other financial assets. The Company's objective when
managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they are due,
both under normal and stressed conditions without incurring unacceptable losses or risking damage to the
Company's reputation.
The amounts disclosed in the following table are the contractual undiscounted cash flows.
USD'000
Carrying
amount
2023
Less than 1
year
Between
1-5 years
More than
5 years
Total
contractual
cash flow
Loans from credit
institutions
6,131
6,131
0
0
6,131
Lease liabilities
3,384
1,181
2,203
0
3,384
Trade payables
1,701
1,701
0
0
1,701
Other payables
8,398
8,398
0
0
8,398
Contract liabilities
27,469
17,645
9,824
0
27,472
Total financial
liabilities
47,083
35,056
12,027
0
47,083
USD'000
Carrying
amount
2022
Less than 1
year
Between
1-5 years
More than
5 years
Total
contractual
cash flow
Deferred tax liability
289
289
0
0
289
Loan from credit
institutions
10,000
10,000
0
0
10,000
Lease liabilities
3,340
1,372
1,968
0
3,340
Trade payables
3,105
3,105
0
0
3,105
Other payables
4,359
4,359
0
0
4,359
Contract liabilities
30,153
16,756
13,397
0
30,153
Total financial
liabilities
51,246
35,881
15,365
0
51,246
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
40
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks (continued)
Liquidity risks (continued)
USD'000
Loans form
credit
institutions
Lease
liabilities
Total
Net debt as of 1 January 2023
10,000
3,340
13,340
Cash flow
-3,869
-1,969
-5,838
Additions
0
2,013
2,013
Net debt as of 31 December 2023
6,131
3,384
9,515
USD'000
Loans form
credit
institutions
Lease
liabilities
Total
Net debt as of 1 January 2022
0
4,270
4,270
Cash flow
10,000
-1,394
8,606
Additions
0
465
465
Net debt as of 31 December 2022
10,000
3,340
13,340
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
41
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks (continued)
Financial assets and liabilities
The Company's financial assets and liabilities by measurement category:
USD'000
2023
2022
Financial assets
Financial assets at amortised cost
Trade receivables
16,832
19,312
Cash and cash equivalents
21,920
19,530
Financial assets
11,327
11,334
50,079
50,176
Assets at fair value through profit and loss
Money market instruments
868
11
Bonds
7,200
19,873
8,068
19,884
Total financial assets
58,147
70,060
Financial liabilities
Liabilities at amortised cost
Lease liabilities
3,384
3,340
Trade payables
1,701
3,105
Other payables
8,398
4,359
Loans from credit institutions
6,131
10,000
Contract liabilities
27,469
30,153
Total financial liabilities
47,083
50,957
The fair value is approximately equal to the carrying amount of all financial assets and liabilities.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
42
Consolidated financial statements 1 January –
31 December
Notes
17 Fair value measurement
The following table provides a summary of significant assets and liabilities that are measured at fair value
on recurring basis at 31 December 2023:
Basis of fair value measurement
USD'000
Level 1
Level 2
Level 3
Assets
Money market instruments
-
-
-
Bonds
7,200
-
-
The following table provides a summary of significant assets and liabilities that are measured at fair value
on recurring basis at 31 December 2022:
Basis of fair value measurement
USD'000
Level 1
Level 2
Level 3
Assets
Money market instruments
11
-
-
Bonds
19,873
-
-
Measurement of fair values
The Company had cash equivalents of USD 868 thousand at 31 December 2023 (2022: USD 11 thousand),
which were invested in money market instruments. The Company carries these cash equivalents at fair value
based on quoted market prices, which are Level 1 inputs in the hierarchy of fair value measurements.
18 Correction of prior period errors
The Group has identified a material error in respect of the calculation of deferred taxes for intangible assets
that affect previously presented consolidated financial statements for 2022. :In the consolidated financial
statements for 2023, the comparative information for 2022 has been corrected as shown below by adjusting
Tax on profit/loss for the year in the income statement for 2022.
In addition, the Company has previously recognised revenue from one specific contract at the time of
payment and not when the services were provided. As a consequence, the trade receivables for the Group
have been understated with an amount of USD 5,909 thousand at 1 January 2022. Deferred tax liabilities
related to the trade receivables are understated with an amount of USD 1,300 thousand at 1. January 2022
and the total equity is understated with USD 4,609 thousand at 1. January 2022. These adjustments are
recognised in the opening balance sheet and opening equity at 1 January 2022.
The comparative figures for 2022 are adjusted as follows.
Statement of profit or loss for 2022
USD'000
As previously
reported
Adjustments
(debit)/credit
As
restated
Tax on profit/loss for the year
-287
-2,200
-2,487
Profit/loss for the year
5,622
-2,200
3,422
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
43
Consolidated financial statements 1 January –
31 December
Notes
18 Correction of errors (continued)
Statement of financial position at 31 December 2022
USD'000
As
previously
reported
Adjust-
ments
debit/
(credit)
As restated
Assets
Trade receivable
13,403
5,909
19,312
Deferred tax assets / liability
3,211
-3,500
-289
Equity
Retained earnings
49,592
2,409
52,001
Total equity
49,573
2,409
51,982
19 Related party disclosures
The Group is controlled by Kapitalen ApS, which is also the ultimate controlling party.
No other parties exercise control or significant influence over Teracloud ApS.
Teracloud ApS' related parties comprise key management personnel and their close family members,
entities controlled by these persons and Teracloud ApS' subsidiaries.
Control
Kapitalen ApS
Kicolai Eigtveds Gade 26, 5,
1402 København K
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
44
Consolidated financial statements 1 January –
31 December
Notes
19 Related party disclosures (continued)
At 31 December 2023, Kapitalen ApS holds the majority of the contributed capital in the Company.
Teracloud ApS' ownership comprises as follows:
Name/legal form
Registered
office
Equity
interest
2023
Equity
interest
2022
Equity
interest at
1 January
2022
Parent company:
Kapitalen ApS
Denmark
Subsidiaries:
21
st
Century Software, Inc.
United States
100%
100%
100%
VMS Software, Inc.
United States
100%
100%
100%
Teracloud AB
Sweden
100%
100%
100%
Teracloud GMBH
Germany
100%
100%
100%
Teracloud Ltd.
United Kingdom
100%
100%
100%
Teracloud PTY Ltd.
Australia
100%
100%
100%
Teracloud Russia
Russia
100%
100%
100%
Teracloud LLC
Armenia
100%
100%
100%
Numerous ApS
Denmark
100%
100%
100%
Teracloud Greece
Greece
100%
100%
100%
Related party transactions
Transactions and outstanding balances from related parties:
USD'000
2023
2022
Parent:
Management fee
4,000
3,600
Distributed dividends
10,000
0
Group entities:
Purchase of services
399
1,963
Joint taxation contributions
239
0
Interest income on loans
574
0
Wages and salaries to key personnel and management
Wages and salaries to key personnel and management is disclosed in note 3.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
45
Consolidated financial statements 1 January –
31 December
Notes
20 Contractual obligations, contingencies collateral, etc,
Indemnification obligations
The Company indemnifies its customers for any actions brought by a third party due to the Company's
infringement of another party's intellectual property. As of 31 December 2023 and 31 December 2022, the
Company has not experienced any material losses related to these indemnification obligations and no claims
with respect thereto were outstanding. The Company does not expect significant claims related to these
indemnification obligations, and consequently, has not established any related reserves.
Legal proceedings
From time to time, legal actions arise in the ordinary course of business. In the opinion of Management, the
ultimate disposition of these matters will not have a material adverse effect on the Company's financial
position, results of operations, or liquidity.
Collateral
Bonds with a carrying amount of USD 7,200 thousand and all cash accounts have been provided as collateral
for loans from credit institutions and unutilised credit facilities.
21 Events after the balance sheet date
No events have occurred after the reporting date.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
46
Parent company financial statements 1 January –
31 December
Income statement
USD'000 Note
2023
2022
Restated
Revenue
45,454
44,832
Cost of sales
-27,206
-26,228
Other external costs
-6,851
-8,113
Gross profit/loss
11,397
10,491
Staff costs
2
-3,253
-344
Depreciation/amortisation and impairment losses
4,5
-5,561
-5,636
Profit/loss before financial income and expenses
2,583
4,511
Income from equity investments in subsidiaries
8,140
20,000
Financial income
1,656
801
Financial expenses
-11,186
-1,408
Profit/loss before tax
1,193
23,904
Tax on profit/loss for the year
-162
-1,745
Profit/loss for the year
3
1,031
22,159
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
47
Parent company financial statements 1 January –
31 December
Statement of financial position
USD'000 Note
2023
2022
Restated
ASSETS
Intangible assets
Intangible assets
4
25,177
25,724
Property, plant and equipment
5
51
56
Investments in subsidiaries
6
19
19
Investments in other securities and equity investments
579
0
Receivables from group entities
10
1,486
Other receivables
11,039
11,056
Total non-current assets
36,875
38,341
Receivables
Trade receivables
7,721
7,818
Receivables from group entities
6,479
12,580
Other receivables
464
1,944
Prepayments
7
112
2,168
Other securities and equity investments
8
7,200
9,517
21,976
34,027
Cash at bank and in hand
12,259
1,594
Total current assets
34,235
35,621
TOTAL ASSETS
71,110
73,962
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
48
Parent company financial statements 1 January –
31 December
Statement of financial position
USD'000 Note
2023
2022
Restated
EQUITY AND LIABILITIES
Equity
Contributed capital
9
131
131
Retained earnings
43,369
52,338
Proposed dividends for the financial year
10,000
10,000
Total equity
53,500
62,469
Non-current liabilities
10
Contract liabilities
1,391
1,803
Deferred tax liabilities
11
1,671
2,167
Other payables
4,775
1,010
Total non-current liabilities
7,837
4,980
Current liabilities
Loans from credit institutions
1,356
0
Trade payables
1,016
2,382
Other payables, including taxes payable
4,115
1,013
Contract liabilities
3,286
3,118
Total current liabilities
9,773
6,513
Total liabilities
17,610
11,493
TOTAL EQUITY AND LIABILITIES
70,210
73,962
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
49
Parent company financial statements 1 January – 31 December
Statement of changes in equity
USD'000
Contributed
capital
Retained
earnings
Proposed
dividends
for the
financial
year
Total equity
Equity at 1 January 2022
131
35,571
0
35,702
Correction of prior period error
0
4,609
0
4,609
Adjusted equity at 1 January 2022
131
40,180
0
40,311
Transferred over the profit appropriation
0
12,158
10,000
22,158
Equity at 31 December 2022
131
52,338
10,000
62,469
Transferred over the profit appropriation
0
-8,969
10,000
1,031
Ordinary dividend paid
0
0
-10,000
-10,000
Equity at 31 December 2023
131
43,369
10,000
53,500
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
50
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies
The annual report of Teracloud ApS for 2023 has been prepared in accordance with the provisions applying
to reporting class C (medium) entities under the Danish Financial Statements Act.
The parent company financial statements for 2023 are presented in the functional currency U.S. Dollar
(USD).
The exchange rate from DKK to USD were at 31 December 2023 675.4700 (2022: 697.2200).
Correction of prior period error
We refer to adjustments, which are disclosed in note 13.
Omission of statement of cash flows
Pursuant to section 86(4) of the Danish Financial Statements Act, no cash flow statement has been
prepared. The Company's cash flows are included in the cash flow statement in the consolidated financial
statements of Teracloud Group.
Foreign currency translation
Transactions in foreign currency are upon first recognition converted at the exchange rate of the day of the
transaction. Foreign exchange differences arising between the exchange rates at the transaction date and
the date of payment are recognised in the income statement as financial income or financial expenses.
Receivables, payables, and other monetary items denominated in foreign currency are translated at the
exchange rate of the balance sheet date. Differences between the exchange rate at the balance sheet date
and the exchange rate at the time when the receivables or payables arise are recognised in profit and loss
under financial income and expenses.
Fixed assets purchased in foreign currency are measured at the exchange rate on the date of the transaction.
Income statement
Revenue
IFRS 15 is used as basis for recognition and measurement.
License
The Company's licenses grant the customer a right to use the intellectual property (IP) and as the Company
does not undertake activities that substantively change the IP to which the customer has rights during the
license period, revenue is according to IFRS 15 satisfied at a point in time. Revenue is recognised at the
point in time when the software license key is delivered to the customer, and the customer may use and
benefit from the software license.
Maintenance and support
The Company's maintenance and support is made up of technical support, bug fixes, and when-and-if
available unspecified software upgrades. Maintenance and support revenue are recognised over time
measured based on the percentage of completion relative to the term of the maintenance and support
contract. Maintenance and support contracts are invoiced upon execution of the contract or annually over
the term of the contract.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
51
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Revenue (continued)
Professional Services
The Company's professional services primarily include consulting services associated with the
implementation of software licenses. Professional services are distinct performance obligations, and the
related revenue is recognised at the point in time when the customer can benefit from the services. The
Company applies the practical expedient of recognising revenue upon invoicing tor time and materials-based
arrangements as the invoiced amount corresponds to the value of the professional services provided.
Royalties and Service Fees
The Company derives royalty revenues in connection with three supplier relationship agreements with
International Business Machine Corporation (IBM). Under these agreements with IBM, the total royalty due
associated with the sale of a software license is received via a one-time payment after the software license
key is delivered to the end customer. Royalty revenue for software licenses is recognised at a point in time
upon delivery of the software license key. The total royalty or service fee due associated with the sale of
maintenance and support is recognised pro rata on an over time basis on a quarterly basis over the term of
the underlying contract with the end customer.
Cost of sales
Cost of sales comprises costs incurred to generate revenue for the year.
Other external costs
Other external costs comprise costs for distribution, sales and advertising, administrative expenses, costs
of premises, etc.
Staff costs
Staff costs comprise wages and salaries, including holiday allowance, pension and other social security
costs.
Financial income and expenses
Finance income and expenses comprise interest income and expense, payables and transactions
denominated in foreign currencies as well as surcharges and refunds under the on-account tax scheme, etc.
Dividends from equity investments in group entities measured at cost are recognised as income in the Parent
Company's income statement in the financial year when the dividends are declared.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
52
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Financial income and expenses (continued)
In case of indication of impairment, an impairment test is conducted, Indication of impairment exists if
distributed dividends exceed profit for the year or if the carrying amount of equity investments exceeds the
consolidated carrying amounts of the net assets in the subsidiary.
Tax on profit/loss for the year
Tax for the year comprises current tax for the year and changes in deferred tax, including changes in tax
rates. The tax expense relating to the profit/loss for the year is recognised in the income statement at the
amount attributable to the profit/loss for the year and directly in equity at the amount attributable to entries
directly in equity.
Balance sheet
Intangible assets
Intangible assets comprise goodwill and other intangible assets such as customer relationships, technology,
tradename and covenant not to complete.
Goodwill
Initially, goodwill is recognised at cost, Subsequently, goodwill is measured at cost less accumulated
impairment. Goodwill is amortised on a straight-line basis over the useful life.
Gains and losses on the disposal of intangible assets are determined as the difference between the selling
price less selling costs and the carrying amount at the date of disposal. Gains and losses are recognised in
the income statement as other operating income or other operating costs, respectively.
Intangible assets
Intangible assets are measured at cost less accumulated amortisation and impairment losses.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using
the straight-line method over their estimated useful economic lives and is recognised in profit and loss as
incurred.
The estimated useful lives are as follow:
Goodwill
7 years
Technology
5-15 years
Tradename
6-9 years
Amortisation methods, useful lives and residual values are received at each reporting date and adjusted is
appropriate.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
53
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Property, plant and equipment
Computer equipment, furniture and fixtures and leasehold improvements are initially recognised at cost and
subsequently measured at cost less accumulated depreciation and impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated
residual values using the straight-line methods over the estimated useful life and is recognised in profit and
loss.
The estimated useful lives are as follows:
Computer equipment
1 - 7 years
Furniture and fixtures
5 years
The useful life and residual value are reassessed annually. Changes are treated as accounting estimates,
and the effect on depreciation is recognised prospectively.
Investments
Equity investments in subsidiaries are measured at cost. In case of indication of impairment, an impairment
test is conducted. When the cost exceeds the recoverable amount, write-down is made to this lower value.
Other securities and equity investments presented in non-current assets is measured at cost. In case of
indication of impairment, an impairment test is conducted.
Other receivables are recognised at amortised cost.
Impairment of fixed assets
The carrying amount of intangible assets and property, plant and equipment as well as equity investments
in subsidiaries is subject to an annual test for indications of impairment other than the decrease in value
reflected by depreciation or amortisation.
Impairment tests are conducted of individual assets or groups of assets when there is an indication that they
may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount.
Receivables
Receivables are measured at amortised cost.
Write-down is made for bad debt losses based on the expected-credit loss model.
Prepayments
Prepayments comprise prepayment of costs incurred relating to subsequent financial years.
Cash and cash equivalents
Cash at bank and in hand comprise cash and bank deposits.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
54
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Other securities and equity investments
Other securities and equity investments presented as current assets is measured at fair value based on
public markets report.
Corporation tax and deferred tax
Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable
income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account.
Deferred tax is measured using the balance sheet liability method on all temporary differences between the
carrying amount and the tax value of assets and liabilities measured on the planned use of the asset or
settlement of the liability, respectively. However, deferred tax is not recognised on temporary differences
relating to office buildings non-deductible for tax purposes and other items where temporary differences
arise at the date of acquisition without affecting either profit/loss or taxable income.
Deferred tax assets, including the tax value of tax loss carry forwards, are recognised at the expected value
of their utilisation within the foreseeable future; either as a set-off against tax on future income or as a set-
off against deferred tax liabilities in the same legal tax entity. Any deferred net assets are measured at net
realisable value.
Deferred tax is measured in accordance with the tax rules and at the tax rates applicable at the balance
sheet date when the deferred tax is expected to crystallise as current tax. Changes in deferred tax as a
result of changes in tax rates are recognised in the income statement or equity, respectively.
Liabilities
Financial liabilities are recognised at cost at the date of borrowing, corresponding to the proceeds received
less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost
corresponding to the capitalised value using the effective interest rate. Accordingly, the difference between
cost and the nominal value is recognised in the income statement over the term of the loan together with
interest expenses.
Other liabilities are measured at amortised cost.
Contract liabilities
Contract liabilities comprises payments received regarding income in subsequent years.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
55
Parent company financial statements 1 January –
31 December
Notes
2 Staff costs and incentive schemes
USD'000
2023
2022
Wages and salaries
3,127
332
Defined contribution pension plans
104
10
Other social security costs
22
2
Total staff costs
3,253
344
Average number of full-time employees
28
3
In accordance with section 98b(3)(ii) of the Danish Financial Statements Act, renumeration to the Executive
Board has not been disclosed due to only one person receiving renumeration.
The Board of Directors consists of representatives from the Group who do not receive specific compensation
for their role as board members in neither the Company or in the Group. Allocating the board members total
remuneration would result in an insignificant allocation to their role as board members.
3 Profit/loss appropriation
USD'000
2023
2022
Proposal to profit/loss appropriation
Proposed dividends for the year
10,000
10,000
Retained earnings
-8,969
12,159
1,031
22,159
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
56
Parent company financial statements 1 January –
31 December
Notes
4 Intangible assets
USD'000
Goodwill
Technology
Tradename
Total
Cost at 1 January 2023
758
25,696
27
26,481
Addition
0
33,916
40
33,956
Cost at 31 December 2023
758
59,612
67
60,437
Amortisation at 1 January 2023
758
28,916
40
29,714
Amortisation for the period
0
5,533
13
5,546
Accumulated amortisation at
31 December 2023
758
34,449
53
35,260
Carrying amount at 31 December 2023
0
25,163
14
25,177
Cost at 1 January 2022
758
29,314
41
30,113
Additions
0
25,298
26
25,324
Cost at 31 December 2022
758
54,612
67
55,437
Amortisation losses at 1 January 2022
758
23,298
27
24,083
Amortisation for the period
0
5,618
13
5,630
Accumulated amortisation at
31 December 2022
758
28,916
40
29,713
Carrying amount at 31 December 2022
0
25,696
27
25,724
5 Property, plant and equipment
USD'000
Computer
equipment
and
software
Furniture
and fixtures
Total
Cost at 1 January 2023
221
48
269
Additions
0
9
9
Cost at 31 December 2023
221
57
278
Accumulated depreciation at 1 January 2023
208
4
212
Depreciation
4
11
15
Accumulated depreciation at 31 December 2023
212
15
227
Carrying amount at 31 December 2023
9
42
51
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
57
Parent company financial statements 1 January –
31 December
Notes
5 Property, plant and equipment (continued)
USD'000
Computer
equipment
and
software
Furniture
and fixtures
Total
Cost at 1 January 2022
207
0
207
Additions
14
48
62
Cost at 31 December 2022
221
48
269
Accumulated depreciation at 1 January 2022
207
0
207
Depreciation
1
4
5
Accumulated depreciation at 31 December 2022
208
4
212
Carrying amount at 31 December 2022
13
44
56
6 Investments in subsidiaries
USD'000
2023
2022
Cost at 1 January
19
19
Cost at 31 December
19
19
Carrying amount at 31 December
19
19
Name/legal form
Registered
office
Equity
interest
Equity
Result for
the year
USD'000
USD'000
Subsidiaries:
Teracloud AB
Sweden
100%
24
-58
21
st
century software Inc.
United States
100%
2
1,382
VMS Software, Inc
United States
100%
-16,356
438
Teracloud GMBH
Germany
100%
793
327
Teracloud Ltd.
United Kingdom
100%
-29
14
Teracloud Russia
Russia
100%
0
-5
Teracloud LLC
Armenia
100%
83
39
Numerous ApS
Denmark
100%
-585
-591
Teracloud Greece
Greece
100%
16
-12
Teracloud PTY
Australia
100%
233
410
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
58
Parent company financial statements 1 January –
31 December
Notes
7 Prepayments
Prepayments consists of various prepaid expenses amounting to USD 70 thousand and prepaid insurance
amounting to USD 42 thousand.
8 Other securities and equity investments
Other securities and equity investments comprise corporate bonds. The bonds were acquired in 2023.
USD'000
2023
2022
Changes in fair value recognised in the income statement (financial
income / expenses)
850
476
Fair value at the end of the financial year
7,200
9,517
9 Contributed capital
On 31 December 2023, the share capital amounted to USD 131,609 (2022: USD 862,038) divided into
131,609 shares (unchanged from 2022).
All shares rank equally.
10 Non-current liabilities
Liabilities other than provisions can be specified as follows:
USD'000
2023
2022
Contract liabilities:
0-1 years
3,287
3,118
1-5 years
1,391
1,803
>5 years
0
0
4,678
4,921
Other payables:
0-1 years
4,115
1,013
1-5 years
4,775
1,010
>5 years
0
0
8,889
2,024
Total non-current liabilities
13,567
6,944
Total liabilities >5 years:
Contract liabilities
0
0
Other payables
0
0
Total liabilities >5 years
0
0
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
59
Parent company financial statements 1 January –
31 December
Notes
11 Deferred tax
USD'000
2023
2022
(restated)
Deferred tax at 1 January
-2,167
-1,301
Deferred tax adjustment for the year in the income statement
496
-866
-1,671
-2,167
Provisions for deferred tax relate to:
Intangible assets
-369
-884
Trade receivables
-1,301
-1,301
Property, plant and equipment
-1
-2
-1,671
-2,167
12 Contractual obligations, contingencies, collateral, etc.
Indemnification obligations
The Company indemnifies its customers for any actions brought by a third party due to the Company's
infringement of another party's intellectual property. As of 31 December 2023 and 31 December 2022, the
Company has not experienced any material losses related to these indemnification obligations and no claims
with respect thereto were outstanding. The Company does not expect significant claims related to these
indemnification obligations and, consequently, has not established any related reserves.
Legal proceedings
From time to time, legal actions arise in the ordinary course of business. In the opinion of Management, the
ultimate disposition of these matters will not have a material adverse effect on the Company's financial
position, results of operations, or liquidity.
Joint taxation
The Company is taxed jointly with the other Danish companies in the group and is liable for income taxes
on a pro rata basis and must comply with any obligations to withhold tax at source on interest, royalties and
dividends for the jointly taxed companies. The maximum liability totals an amount corresponding to the share
of the capital in the company which is owned directly or indirectly by the ultimate parent.
Collateral
Bonds with a carrying amount of USD 7,200 thousand and all cash accounts have been provided as collateral
for unutilised credit facilities. Further, the Company has provided collateral for all credit facilities in Numerous
ApS to whom they also have issued a letter of support for the entire Company.
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
60
Parent company financial statements 1 January –
31 December
Notes
13 Correction of prior period errors
The Company has identified a material error in respect of the calculation of deferred taxes for intangible
assets that affect previously presented financial statements for 2022. In the financial statements for 2023,
the comparative information for 2022 has been corrected as shown below by adjusting Tax on profit/loss for
the year in the income statement for 2022.
In addition, the Company has previously recognised revenue from one specific contract at the time of
payment and not when the services were provided. As a consequence, the trade receivables for the have
been understated with an amount of USD 5,909 thousand at 1 January 2022. Deferred tax liabilities related
to the trade receivables are understated with an amount of USD 1,300 thousand at 1. January 2022 and the
total equity is understated with USD 4,609 thousand at 1. January 2022. These adjustments are recognised
in the opening balance sheet and opening equity at 1 January 2022
The comparative figures for 2022 are adjusted as follows.
Statement of profit or loss for 2022
USD'000
As
previously
reported
Adjust-
ments
(debit)/
credit
As restated
Tax on profit/loss for the year
455
-2,200
-1,747
Profit/loss for the year
24,359
-2,200
22,159
Statement of financial position at 31 December 2022
USD'000
As
previously
reported
Adjust-
ments
debit/
(credit)
As restated
Trade receivables
1,909
5,909
7,818
Deferred tax assets/(liabilities)
1,334
-3,501
-2,167
Equity
Retained earnings
49,930
2,408
52,338
Total equity
60,061
2,408
62,469
(821090.1)
Teracloud ApS
Annual report 2023
CVR no. 43 12 80 35
61
14 Related parties
Reference is made to note 18 in the consolidated financial statements for additional information about related
parties and control.
Related party transactions
USD'000
2023
Purchase of services from the Parent Company
4,000
Distributed dividends
10,000
Sale of services to subsidiaries
19,650
Purchase of services from subsidiaries
27,100
Dividends received from subsidiaries
8,140
Joint taxation contributions
239
Interests on loans
574
Sale of goods to affinities
143
Purchase of goods from affinities
2,869
15 Special items
In financial expenses is included an impairment loss of intercompany receivable at USD 8,000 thousand
(2022: 0).
16 Events after the balance sheet date
No events have occurred after the balance sheet date.
Annual reportAuditor's report on audited financial statementsParsePort XBRL Converter2023-01-012023-12-312022-01-012022-12-31636700VAD5HKZFVBIR95Reporting class C, large enterpriseOpinionBasis for Opinion636700VAD5HKZFVBIR952023-01-012023-12-31cmn:ConsolidatedMember636700VAD5HKZFVBIR952023-01-012023-12-31636700VAD5HKZFVBIR952022-01-012022-12-31636700VAD5HKZFVBIR952023-12-31636700VAD5HKZFVBIR952022-12-31636700VAD5HKZFVBIR952021-12-31636700VAD5HKZFVBIR952021-12-31ifrs-full:IssuedCapitalMember636700VAD5HKZFVBIR952021-12-31ifrs-full:IssuedCapitalMemberifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember636700VAD5HKZFVBIR952022-01-012022-12-31ifrs-full:IssuedCapitalMember636700VAD5HKZFVBIR952022-12-31ifrs-full:IssuedCapitalMember636700VAD5HKZFVBIR952021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember636700VAD5HKZFVBIR952021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMemberifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember636700VAD5HKZFVBIR952022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember636700VAD5HKZFVBIR952022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember636700VAD5HKZFVBIR952021-12-31ifrs-full:SharePremiumMember636700VAD5HKZFVBIR952021-12-31ifrs-full:SharePremiumMemberifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember636700VAD5HKZFVBIR952022-01-012022-12-31ifrs-full:SharePremiumMember636700VAD5HKZFVBIR952022-12-31ifrs-full:SharePremiumMember636700VAD5HKZFVBIR952021-12-31ifrs-full:RetainedEarningsMember636700VAD5HKZFVBIR952021-12-31ifrs-full:RetainedEarningsMemberifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember636700VAD5HKZFVBIR952022-01-012022-12-31ifrs-full:RetainedEarningsMember636700VAD5HKZFVBIR952022-12-31ifrs-full:RetainedEarningsMember636700VAD5HKZFVBIR952021-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember636700VAD5HKZFVBIR952023-01-012023-12-31ifrs-full:IssuedCapitalMember636700VAD5HKZFVBIR952023-12-31ifrs-full:IssuedCapitalMember636700VAD5HKZFVBIR952023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember636700VAD5HKZFVBIR952023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember636700VAD5HKZFVBIR952023-01-012023-12-31ifrs-full:SharePremiumMember636700VAD5HKZFVBIR952023-12-31ifrs-full:SharePremiumMember636700VAD5HKZFVBIR952023-01-012023-12-31ifrs-full:RetainedEarningsMember636700VAD5HKZFVBIR952023-12-31ifrs-full:RetainedEarningsMember636700VAD5HKZFVBIR952023-01-012023-12-31cmn:ConsolidatedMember1636700VAD5HKZFVBIR952023-01-012023-12-31cmn:ConsolidatedMember1636700VAD5HKZFVBIR952023-01-012023-12-31cmn:ConsolidatedMember2636700VAD5HKZFVBIR952023-01-012023-12-31cmn:ConsolidatedMember3636700VAD5HKZFVBIR952023-01-012023-12-31cmn:ConsolidatedMember1636700VAD5HKZFVBIR952022-01-012022-12-31cmn:ConsolidatedMemberiso4217:USDxbrli:pure