1
Annual Report 2022
(1. January 2022 – 31. December 2022)
Force Bidco A/S
Lysholt Allé 6
7100 Vejle
Business Registration No. 42 42 47 57
The Annual General Meeting adopted the Annual Report on 14/4 2023
Chairman of the General Meeting
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01 | Company Information
02
01.01 | Company information
02
02 | Statement by Management
03
02.01 | Statement by Management
02.02 | Letter from the CEO
03
04
03 | Independent Auditor’s Report
07
03.01 | Independent Auditor’s Report
08
05 | Consolidated Financial Statements
37
05.01 | Profit & Loss
05.02 | Balance
05.03 | Changes in equity
05.04 | Cash flow statement
05.05 | Notes
37
39
41
42
44
06 | Parent Company Financial Statements
83
06.01 | Parent profit & Loss
06.02 | Parent Balance
06.03 | Parent changes in equity
06.04 | Parent cash flow statement
06.05 | Parent notes
83
85
87
89
90
| Content
04 | Management Review
04.01 | Management Review
13
13
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01.01 | Company Information
Force Bidco A/S
Lysholt Allé 6
DK-7100 Vejle
Denmark
Business Registration No.: 42 42 47 57
Registered office: Vejle
Financial year: 01.01.2022 - 31.12.2022
The Company
Mike Winkel, Chairman
Per Olof Martin Frankling
Nils Henrik Tholander
Helene Anna Rasmusson Egebøl
Wolfgang Müller
Karin Ingrid Amanda Möllborg
Board of Directors
John Jørgen Funch, CEO
Executive Board
Deloitte Statsautoriseret Revisionspartnerselskab
City Tower, Værkmestergade 2
8000 Aarhus C
Auditors
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02.01 | Statement by Management
Executive Board
John Jørgen Funch
CEO
Board of Directors
Mike Winkel
Chairman
Nils Henrik
Tholander
Per Olof Martin
Frankling
Helene Anna
Rasmusson Egebøl
Karin Ingrid Amanda
Möllborg
Wolfgang Müller
Statement by Management
The Board of Directors and the Executive Board have today
considered and adopted the Annual Report of Force Bidco A/S for
the financial year 01 January to 31 December 2022. In this report,
we will be referring to FairWind, FairWind Group, and Force Bidco,
collectively referred to as Force Bidco A/S.
The Consolidated Financial Statements and the Parent Company
Financial Statement have been prepared in accordance with
International Financial Reporting Standards as adopted by the EU
and further requirements in the Danish Financial Statements Act.
The Management Review has 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 financial position at 31 December 2022 of the Group and
the Parent Company and of the results of the Group and Parent
Company operations and consolidated cash flows for the financial
year 01 January to 31 December 2022.
In our opinion, the Management Review includes a true and
fair account of the development in the operations and financial
circumstances of the Group and the Parent Company, of the results
for the year and of the financial position of the Group and the Parent
Company as well as a description of the most significant risks and
elements of uncertainty facing the Group and the Parent Company.
In our opinion, the Annual Report with the file name
9845007BA4ZD9CCR8846-2022-12-31-en.zipis prepared, in all
material respects, in accordance with the ESEF Regulation.
We recommend that the Annual Report be adopted at the Annual
General Meeting.
Vejle, 14 April 2023
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Letter from the CEO
As I reflect on the past year, we at FairWind look back on a record
breaking 2022, where our operational model once again stood its
test of resilience in a challenged market. This year, it was a market
that was highly affected by the war in Ukraine, while the surge of
inflation has put a strain on the cost structure within value chain
and supply chain disruptions in the wake of the Covid-19 pandemic
have caused significant project delays and cost overruns. This has
created challenges for our business, which we managed to mitigate
with a highly satisfactory outcome. And as market analysis indicates
that our market declined with 7.4%, while FairWind still managed
to increase both revenue and EBITDA, we must say that we proved
ourselves in tough times.
With 1b DKK in revenue in 2022 and EBITDA of 7,8%, we are well
withing the expectations set for 2022 in the 2021 annual report.
I am humbled and grateful for the dedication, resilience, and
teamwork displayed by our employees across the FairWind Group
during the year. Their hard work and commitment have been the
pillars for us to provide high-quality services to our customers, even
in the face of unprecedented circumstances.
Leaving the Russian Market
Closing Down Operations
When Russia began its invasion of Ukraine, FairWind took immediate
action to ensure the safety and well-being of our employees in the
region. We closed down all operations in the affected areas and
suspended all business activities in Russia, even though the market
had been prosperous for us in the past.
We recognize that this decision had a significant impact on our
business and operations, but we believe that it was the only right
thing to do in light of the escalating conflict.
Our top priority has always been the safety and well-being of our
employees, taking every possible measure to protect them from harm.
Despite the challenges presented by the conflict, we remain committed
to our mission of creating a more sustainable and equitable world
through renewable energy. We have shifted our focus to other markets
and are actively exploring new opportunities for growth and success.
Family First
During the ongoing conflict and unrest in Ukraine, FairWind has
implemented measures to ensure the safety and well-being of our
employees and their families in the region. Despite the challenging
circumstances, our employees in Ukraine have demonstrated a strong
commitment to their work, and we are proud to have them as part of the
FairWind family.
I am proud to say that our employees have risen to the occasion and
come together in remarkable ways during these difficult times.
John Funch,
CEO, FairWind A/S
02.02 | Letter from the CEO
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5
New Ventures in the Horizonte
One of the exciting outcomes of 2022 was a new project at the
Horizonte Wind Farm in Chile. Horizonte is currently the largest
onshore wind farm under construction in Latin America. As one of
the world’s leading suppliers of wind turbine installation, we are
proud to have been chosen for this important project.
The Horizonte project is an exciting opportunity for us to showcase
our skills and expand our operations in South America, and we are
committed to delivering exceptional results.
I believe that the Horizonte project is an important part of our
strategy to expand geographically in the region and build a strong
presence in the South American market
We see the project as the ideal steppingstone for establishing a
more permanent presence in the region, though the project is not
expected to generate any additional orders in South America for
2023, as we are fully utilized with the Horizonte Wind Farm.
The wind farm is expected to reduce up to 1.2 million tons (Mt) of
Letter from the CEO
carbon dioxide (CO2) emissions a year and we are very pleased to
contribute to the growth of the renewable energy sector in Latin
America. With our experience and expertise, I am confident that we
have the capabilities necessary to handle a project of this size and
complexity, as it does not pose any major risk that we are not used to
handling in FairWind.
FairWinds expertise and proven track record in wind turbine
installation make us well-equipped to take on the Horizonte project.
As the CEO of a leading company in this Industry, I see this as a vital
step in our growth and expansion plans in South America. We are
proud to be playing a key role in advancing renewable energy and
helping to shape a sustainable future for the region.
Best-in-class 2022
In June of 2022 FairWind was recognized for our outstanding
management practices and awarded one of the most prestigious
awards in Denmark – the Best Managed Company. The award is part
of a global initiative and looks into how Danish companies master
their growth strategies across all key management functions.
A commitment to excellence and innovation has earned us a
reputation as a top-performing business in the industry. As the CEO
of FairWind I believe that our success is due in large part to a dynamic
and visionary leadership team, who have consistently demonstrated
their ability to navigate complex challenges and capitalize on
emerging opportunities. By fostering a culture of transparency,
collaboration, and accountability, our company has established a
strong sense of trust and loyalty among employees, customers, and
stakeholders.
02.02 | Letter from the CEO
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Letter from the CEO
Staying Committed to Excellence
Looking back at 2022 and the fact that it was a challenging year for
many companies worldwide, I see FairWind’s recognition as one
of the best managed companies in Denmark as a testament to
our unwavering commitment to excellence, innovation, and work
towards the green transition. As FairWind continues to expand our
reach and influence in the renewable energy sector, our goal is to
remain a key player in shaping the future of the industry.
I am incredibly proud of the Best Managed Company award and
recognition that FairWind has received. As a company, we are
committed to excellence, innovation, and sustainability in everything
we do, and this recognition is a testament to the hard work and
dedication of our employees. We have always strived to be a leader in
the renewable energy industry, and this award confirms that we are
on the right track.
Moving forward, FairWind, our Board of Directors and owners Triton
will continue to uphold the highest standards of management, as
we work towards our vision for FairWind to become a leading turbine
installation and service player in both onshore and offshore with
strategic regional strongholds, based on our commitment to green
transformation on Earth.
A Final Glance
As I reflect on our past successes, I recognize that our future success
depends on our ability to navigate the ever-changing landscape of
the renewable energy industry. I know that there will be challenges
ahead, but I am confident that with our talented employees, we will
be able to overcome any obstacles that may come our way.
FairWind has set its future strategy course, recognizing the need for
a stronger regional setup as we expand globally. By utilizing local
workforce and decentralizing some administrative functions, we can
provide more agile and sustainable solutions.
We are determined to overcome any challenges and continue
growing as a company, and we are grateful to our employees for
their support and commitment. Our goal is to create a sustainable
future for generations to come, and we are committed to being a
responsible corporate citizens in all aspects of our business.
None of this would be possible without the support and dedication
of our employees. It is their commitment to excellence that has
propelled us to where we are today, and it is their dedication that will
continue to drive us forward in the future.
John Funch
Chief Executive Officer
FairWind A/S
02.02 | Letter from the CEO
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03.01 | Independent Auditor’s Report
Report on the consolidated financial statements and
the parent financial statements
Opinion
We have audited the consolidated financial statements and the
parent financial statements of Force Bidco A/S for the financial
year 01.01.2022 - 31.12.2022, which comprise the income statement,
statement of comprehensive income, balance sheet, statement
of changes in equity, cash flow statement and notes, including a
summary of significant accounting policies, for the Group as well as
the Parent. The consolidated financial statements and the parent
financial statements are prepared in accordance with International
Financial Reporting Standards as adopted by the EU and additional
requirements of the Danish Financial Statements Act.
In our opinion, the consolidated financial statements and the parent
financial statements give a true and fair view of the Group’s and
the Parent’s financial position at 31.12.2022, and of the results of their
operations and cash flows for the financial year 01.01.2022 - 31.12.2022
in accordance with International Financial Reporting Standards
as adopted by the EU and additional requirements of the Danish
Financial Statements Act.
Our opinion is consistent with our audit book comments issued to
the Audit Committee and the Board of Directors.
Basis for Opinion
We conducted our audit in accordance with International Standards
on Auditing (ISAs) and the additional requirements applicable
in Denmark. Our responsibilities under those standards and
requirements are further described in the “Auditor’s responsibilities
for the audit of the consolidated financial statements and the parent
financial statements” section of this auditor’s report. We are
independent of the Group in accordance with the International
Ethics Standards Board 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
Independent Auditor’s Report
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03.01 | Independent Auditor’s Report
the contracts. The stage of completion is determined and evaluated
as the share of production costs at the balance sheet date relative to
the total production costs estimated to complete the contracts.
Recognition and measurement of contracts comprise considerable
estimates and judgements made by Management in connection
with the assessment of change orders, costs for completion of the
contracts, including disputes, as well as the time of completion.
Changes in these accounting estimates under the performance of
the contracts may have significant impact on revenue, production
costs and the result thereof.
Thus, we regarded recognition of contracts as a key matter in the
audit of the consolidated financial statements and the parent
financial statements.
The Force Bidco group has significant contracts in the installation
and service segments. We refer to note 1 for a description of the
accounting policies for contracts, to note 3 for a description of the
accounting estimates and judgements regarding accounting of
contracts, to note 18 for further description of contract assets and to
note 27 for a description of subsequent events related to contracts.
How the matter was addressed in the audit
As part of our audit, based on our risk assessment, we assessed the
Group’s business processes and tested relevant selected internal
controls for recognition of revenue related to contracts.
We assessed the accounting policies and the Group’s use and
interpretation of relevant accounting standards.
Independent Auditor’s Report
the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, we have not provided any
prohibited non-audit services as referred to in Article 5(1) of Regulation
(EU) No 537/2014.
We were appointed auditors of Force Bidco A/S for the first time
on 15.12.2021 for the financial year 2021. We have been reappointed
annually by decision of the general meeting for a total contiguous
engagement period of 2 years up to and including the financial year
2022.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the consolidated
financial statements and the parent financial statements for the
financial year 01.01.2022 - 31.12.2022. These matters were addressed
in the context of our audit of the consolidated financial statements
and the parent financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters.
Recognition and measurement of contract assets
At 31 December 2022 the carrying value of contract assets of the
group amounts to a net asset of DKK 144,756k corresponding to a
sales value of contract work in progress of DKK 903,456k.
In accordance with IFRS 15, revenue from and profit on contracts
with customers are recognized over time based on the progress
towards full satisfaction of the individual performance obligations of
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03.01 | Independent Auditor’s Report
Statement on the Management Commentary
Management is responsible for the management commentary.
Our opinion on the consolidated financial statements and the parent
financial statements does not cover the management commentary,
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements
and the parent financial statements, our responsibility is to read
the management commentary and, in doing so, consider whether
the management commentary is materially inconsistent with
the consolidated financial statements and the parent financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
Moreover, it is our responsibility to consider whether the management
commentary provides the information required under the Danish
Financial Statements Act.
Based on the work we have performed, we conclude that the
management commentary is in accordance with the consolidated
financial statements and the parent financial statements and has
been prepared in accordance with the requirements of the Danish
Financial Statements Act.
We focused on material contracts for which the final forecasts
contained significant estimates and judgements. We analyzed the
forecasts prepared by Management, and for selected contracts we
assessed the recognized revenue and production costs, the current
stage of completion as well as the most recent final forecast. We
examined selected contracts with relevant members of Management,
the finance function or project management, and we tested by
random sampling key data in Management’s assumptions against
underlying documentation and evaluated Management’s estimates
and judgements.
Moreover, we examined important clauses in selected signed
contracts to assess whether they were accounted for correctly and
reflected the correct amounts in the applied forecasts.
Based on historical experience from comparable contracts and
knowledge of the industry, we challenged significant accounting
estimates used in Management’s forecasts, including the
assumptions related to recognition of additional revenue from
change orders, related to the accounting of additional costs as well
as the accounting of claims from customers, which are included in
the contract forecasts. We also assessed the result of accounting
estimates made in previous periods and assessed whether policies
and processes for making management estimates had been used
consistently on uniform contracts and as in previous periods.
For purposes of assessing contracts with disputes and/or lawsuits, we
obtained representations from Group Management and from the
Group’s external attorneys.
We assessed the disclosures in note 1, 3, 18 and 27 and tested the
disclosures in these notes against underlying documentation.
Independent Auditor’s Report
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03.01 | Independent Auditor’s Report
Independent Auditor’s Report
We did not identify any material misstatement of the management
commentary.
Management’s Responsibilities for the Consolidated
Financial Statements and the Parent Financial Statements
Management is responsible for the preparation of consolidated
financial statements and parent financial statements that give a true
and fair view in accordance with International Financial Reporting
Standards as adopted by the EU and additional requirements of the
Danish Financial Statements Act, and for such internal control as
Management determines is necessary to enable the preparation of
consolidated financial statements and parent financial statements
that are free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements and the parent
financial statements, Management is responsible for assessing the
Group’s and the Parent’s ability to continue as a going concern,
for disclosing, as applicable, matters related to going concern,
and for using the going concern basis of accounting in preparing
the consolidated financial statements and the parent financial
statements unless Management either intends to liquidate the Group
or the Entity or to cease operations, or has no realistic alternative but
to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements and the Parent Financial Statements
Our objectives are to obtain reasonable assurance about whether
the consolidated financial statements and the parent financial
statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with ISAs
and the additional requirements applicable in Denmark will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements and these parent
financial statements.
As part of an audit conducted in accordance with ISAs and the
additional requirements applicable in Denmark, we exercise
professional judgement and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the
consolidated financial statements and the parent financial
statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Group’s and the Parent’s internal
control.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by Management.
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We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and, where applicable, safeguards put in place and
measures taken to eliminate threats.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements
and the parent financial statements of the current period and are
therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.
Report on compliance with the ESEF Regulation
As part of our audit of the consolidated financial statements and
the parent financial statements of Force Bidco A/S we performed
procedures to express an opinion on whether the annual report
for the financial year 01.01.2022 - 31.12.2022 , with the file name
9845007BA4ZD9CCR8846-2022-12-31-en.zip is prepared, in all
material respects, in compliance with the Commission Delegated
Regulation (EU) 2019/815 on the European Single Electronic Format
(ESEF Regulation), which includes requirements related to the
preparation of the annual report in XHTML format and iXBRL tagging
of the consolidated financial statements including notes.
• Conclude on the appropriateness of Management’s use of the
going concern basis of accounting in preparing the consolidated
financial statements and the parent financial statements, and,
based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s and the Parent’s ability to continue
as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to
the related disclosures in the consolidated financial statements
and the parent financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the
Group and the Entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
consolidated financial statements and the parent financial
statements, including the disclosures in the notes, and whether
the consolidated financial.
• 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.
03.01 | Independent Auditor’s Report
Independent Auditor’s Report
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Management is responsible for preparing an annual report that
complies with the ESEF Regulation. This responsibility includes:
• The preparing of the annual report in XHTML format;
• The selection and application of appropriate iXBRL tags, including
extensions to the ESEF taxonomy and the anchoring thereof to
elements in the taxonomy, for financial information required to
be tagged using judgement where necessary
• Ensuring consistency between iXBRL tagged data and the
consolidated financial statements presented in human readable
format; and
• For such internal control as Management determines necessary
to enable the preparation of an annual report that is compliant
with the ESEF Regulation.
Our responsibility is to obtain reasonable assurance on whether the
annual report is prepared, in all material respects, in compliance with
the ESEF Regulation based on the evidence we have obtained, and
to issue a report that includes our opinion. The nature, timing and
extent of procedures selected depend on the auditor’s judgement,
including the assessment of the risks of material departures from
the requirements set out in the ESEF Regulation, whether due to
fraud or error.
The procedures include:
• Testing whether the annual report is prepared in XHTML format;
• Obtaining an understanding of the company’s iXBRL tagging
process and of internal control over the tagging process;
• Evaluating the completeness of the iXBRL tagging of the
consolidated financial statements including notes;
• Evaluating the appropriateness of the company’s use of iXBRL
elements selected from the ESEF taxonomy and the creation
of extension elements where no suitable element in the ESEF
taxonomy has been identified;
• Evaluating the use of anchoring of extension elements to
elements in the ESEF taxonomy; and
• Reconciling the iXBRL tagged data with the audited consolidated
financial statements.
In our opinion, the annual report of Force Bidco A/S for the financial year
01.01.2022 - 31.12.2022, with the file name 9845007BA4ZD9CCR8846-
2022-12-31-en.zip, is prepared, in all material respects, in compliance
with the ESEF Regulation.
Aarhus. 14.04.2023
Deloitte Statsautoriseret Revisionspartnerselskab
CVR No. 33963556
Jacob Tækker Nørgaard
State Authorised Public Accountant
Identification No (MNE) mne40049
Thomas Aamand Lund
State Authorised Public Accountant
Identification No (MNE) mne47764
03.01 | Independent Auditor’s Report
Independent Auditor’s Report
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04.01 | Management Review
Management Review
Key Financial Figures and Ratios
DKK’000 2022 2021*
Statement of profit and loss
Revenue 1.021.078 260.291
Gross profit including direct salaries
(non-GAAP metric - see note 4) 233.768 66.051
Operating profit/(loss) before depreciation
and amortisation (EBITDA) before special items 80.312 31.893
Operating profit/(loss) before depreciation
and amortisation (EBITDA) after special items 44.175 -4.743
Operating profit/(loss) (EBIT) 16.191 -10.651
Net financials -30.038 -4.837
Net profit for the year -18.174 -18.013
Statement of financial position
Total non-current assets 592.754 579.960
Total current assets 457.180 441.123
Total assets 1.049.934 1.021.083
Equity 321.248 342.564
Total non-current liabilities 394.004 400.918
Total current liabilities 334.681 277.601
Investments in property, plant and equipment 31.341 13.002
Ratios
Gross Margin including direct salaries (non-GAAP) (%) 23% 25%
EBITDA Margin before special items (%) 8% 12%
EBITDA Margin (%) 4% -2%
EBIT Margin (%) 2% -4%
Equity rate (%) 31% 34%
*The company was dormant in the period 28/5-28/9-2021, why the P&L activities
only cover the period from 28/9-31/12-2021.
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04.01 | Management Review
Group’s Principal Activities
The Force Bidco A/S group’s (hereafter “FairWind Group” or “The
Group”) principal activities are technical installation of wind turbines
and other related services.
Development in Activities and Financial Positions
Force Bidco A/S was established 28 May 2021 and was dormant until
the acquisition of FairWind A/S on 28 September 2021. The Annual
report comparative figures therefore only hold operating activities
for the period from 28 September 2021 to 31 December 2021, while
this year hold operating activities for the period 01 January 2022 to 31
December 2022.
The profit for the year amounts to DKK -18.174
thousand (2021: -18.013 thousand) and total equity
amounts to DKK 321.248 thousand (2021: 342.564
thousand). The result is impact by Special Items of
DKK 36.137 thousand (2021: 36.637 thousand) per
note 6 of which DKK 23.184 thousand is connected
with a write-down of a Russian entity (2021: 35.727
thousand connected with the acquisition of
FairWind A/S).
FairWind Group’s Management considers the development
in turnover and profit levels for the year satisfying given the
circumstances in the market outside of the company’s control.
Management Review
The year 2022, has in many ways been a challenging year for FairWind A/S
like for any others in our business. The year started with post effects from
the COVID-19 and was followed by the invasion of Ukraine by Russia. Both
countries with high activity levels with ongoing projects and therefore a
challenge to navigate in. Taken the circumstances into consideration we
manage to secure our employees in Ukraine and support on an ongoing
basis by continuing to pay the required salaries. In Russia we decided to
close the activities and retreat from the country until further notice which
has impacted our net result negatively by 23MDKK.
The strength of our business is our capabilities to adjust to the current
situation. With the war in Ukraine, FairWind early realized that a withdrawal
from the Russian market was inevitable, while revenue from Ukraine would
be heavily negatively impacted. Therefore, an early commercial focus shift
was conducted to ensure revenue streams and mitigated for the impacted
countries, which was successfully achieved with solutions in our Service,
Offshore, and Central & North Region, compensating the lost revenue and
securing a satisfying revenue for 2022.
FairWind was also impacted negatively by the continuing supply chain
challenges because of the COVID-19, projects have been postponed and
planning of resources has created some pressure to the organization, but
effects has been less than seen in 2021.
FairWind is keen to follow our customers’ technical development, and this
year, several of our customers introduced new platforms. As strategic and
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Management Review
04.01 | Management Review
preferred supplier to the largest OEMs in the world, our customers
rely on our expertise and knowledge in these situations, meaning
that FairWind was some of the first companies to install based on
new technology. We had a steep learning curve, but eventually
optimized the installation solution of these technologies together
with our customers and now stand in a great position to execute
projects with these new platforms.
The business has also been impacted by the current inflation trend
worldwide. To mitigate this risk, renegotiations with customers
have taken place throughout the year. Our proactive approach and
dedicated focus on cost controlling and mitigating activities means
that we were able to withstand the pressure in a satisfactory manner,
keeping cost increases below inflation rates in the majority of our
countries.
The challenges mentioned above also resulted in an increased net
working capital combined with extra investment in tools and training
to support the customers new platforms impacted the cash position
negatively by the end of 2022.
Overall, 2022 proved itself to be a challenging year for FairWind, where
a mixture between the COVID-19 aftereffects combined with the war
in Ukraine have challenged us. Though, it has been satisfactory to
see that our flexible business model once again stood its test and
proved that it not only provides benefits and solutions for growing
the business, but also provides the ability to navigate and adapt to
challenging markets and unforeseen issues.
Human Resources
The primary service of the group is to deliver full-scale project
management and execution using qualified and competent wind
turbine technicians.
It is thus considered essential for continued growth to be able to
attract, retain and develop qualified employees in relevant markets
where the group operates. Force Bidco considers this to be a general
challenge in a rapidly growing industry.
The Group has operated it’s own training academy in Poland for
a number of years to further develop and upskill existing and
new colleagues in the wind industry. During 2022 we welcomed
competent and experienced employees, who have strengthened the
Group’s knowledge and competences, contributing to the Group’s
increased activities.
Market and Outlook
Management expects 2023 to be a similar year as 2022 in terms of
revenue in the level of 1b DKK with slightly improved margins in the
range of 5-8%.
The guidance for 2023 including EBITDA margin is reflecting the
current market situation and still impacted by the geopolitical
situation.
Research and Development Activities
The group has no significant research and development activities.
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Risk Factors
General Business Risks
Interest Risks
Liquidity Risks
Currency Risks
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The Group is not exposed to specific risks which are not common for the type of business activities performed by the group except
for currency risks mentioned below. However, it is expected that the geopolitical situation combined with high inflation will impact
on the profit. Even though an effort to mitigate has been initiated over 2022, we still have ongoing activities based on historical
frame aggreements with customers.
The Groups financing is based on a combination of bonds and bank borrowings (revolver) both with a floating rate. The bonds are
with a margin on top of the EURIBOR (3 months) reference rate, and the revolver is with a margin on top of the CIBOR for DKK (3
months) reference rate.
The Groups revolver is currently valid until 31. March 2026 and the bond redemption date is 5. July 2026 and is considered sufficient
for the activities in the group.
The Group has activities in a variety of countries around the world. Some countries have volatile currencies, which expose the
Group to currency risks due to increase or decrease in local currencies compared to DKK. The Group attempts to minimize the risk
by creating natural hedges between the currency of the revenue and the currencies of the underlying cost. In general the currency
development has been unfavorable in 2023, which has resulted in negative exchange adjustment of equity in the amount of DKK
3.142 thousand.
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Corporate Social Responsibility (CSR)
This report showcases the FairWind Group’s commitment to
Corporate Social Responsibility, as required by Section 99a of the
Danish Financial Statements Act.
Energy is crucial to a well-functioning society characterized by
progress and quality of life. At FairWind, we acknowledge that our
operations play a vital part in the green transition. We are committed
to transparency in our CSR reporting and to measuring and reporting
on our progress regularly.
We believe that a sustainable energy sector is essential for a better
future for all. Our CSR policy is a testament to our commitment to
making a positive impact on society and the environment through
our operations and business model.
The business model of FairWind focuses on providing supply
and outsourcing opportunities for OEMs and other industry
customers. We take on the responsibility of installing and delivering
maintenance work to wind farms, reducing the customers’ risk,
and eliminating the need for them to handle execution and major
tasks, such as manpower planning, training, and project execution.
While crane and transport services may be included, this are not
mandatory. FairWind also offers customers the chance to outsource
regular and urgent service and maintenance tasks, which they
can then capitalize on. By specializing in these solutions, FairWind
creates a sustainable business model and capitalizes on installation
optimization and economies of scale that extend beyond individual
customers’ capabilities.
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FairWind Business Model
FairWind at a Glance
FairWind was established in 2008 and has grown to
become a leading provider of one-stop solutions for the
installation and service of onshore and offshore wind
turbines throughout the world. FairWind has a regional
setup and covers the world from 5 regions.
Our Customers
FairWind primarily serves the largest OEM manufacturers
in the wind industry, but we also have the capability to
support developers and end customers. Our top priorities
are safety, quality, and timely delivery, ensuring that we
provide the best possible service to all of our customers.
Investing in Competences
FairWind is a major global educator of new wind industry
technicians. We invest in people by providing
comprehensive training to inexperienced individuals, both
for our own operations and for the wider industry.
In-House Academy for Technicians and White-collar
At FairWind, we invest in people. We treasure our
employees and partners, which is why we invest in their
personal and professional growth. We invest in the
education of technicians so we and the industry can
continue to rely on the all-important expertise of well-
educated employees.
Sales
FairWind employs a global go-to-market strategy,
engaging in high-level dialogue with our customers to set
our strategy. In each of our regions, we have a dedicated
sales and operational setup to create local relationships
and provide precise, efficient support to our customers.
Value Creation
At FairWind, we prioritize high competencies in our workforce and
effective project management to create value for our customers.
We offer a range of services, from smaller service tasks to major
installation projects, including full installation and crane work
across multiple turbines. By leveraging our experience, we engage
in ongoing dialogue and collaboration with our customers to help
them improve their technology and maintain a strong relationship
based on mutual benefit.
Operational
FairWind offers comprehensive operational solutions,
from project management to installation and service for
onshore and offshore projects. Our services include
management of crane work for installations, as well as
transport for smaller projects. For service work, we
provide solutions for repowering, decommissioning, and
other maintenance needs
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Sustainability Remains a Part of our DNA
Ever since FairWind started operations, CSR has been a priority and
something that we wish to maintain and develop. We recognize our
responsibility as an international Group with worldwide operations.
It is important for us to always consider the environment as well as
the individuals and the communities in which we conduct activities.
With our dedicated CSR policy, we have a defined set of ambitions
that applies to all employees throughout the FairWind Group.
Through times of increased public focus on the environment and the
changes that we have all witnessed, we stay committed to working
on reducing our own environmental impact and making a difference.
Governance is of highest priority. At FairWind, we are committed to
sustainability in our governance practices, ensuring adherence to
globally recognized principles and standards. We conduct ourselves
with integrity and responsibility, while ensuring ethical processes and
fair compensation. We believe that these efforts not only benefit our
own performance but also help us set the bar for future governance.
Integrating CSR (ESG) practices, particularly in the area of Governance,
is a regular item on the Board of Directors meeting agenda, ensuring
that management is consistently informed and up-to-date..
Results Through Dialogue and Communication
In our work to achieve results in cooperation with our partners and
stakeholders, good and constructive communication throughout
all projects phases is essential. Effective communication is a
fundamental tool for successful management and is essential for the
seamless operation of the Group.
It is through dialogue that we can work together to achieve results
and fulfill our mission to become a leading turbine installation and
service player in both onshore and offshore with strategic regional
strongholds, based on our commitment to the green transition..
We promote collaboration among all stakeholders in our operations
and the broader value chain to arrive at comprehensive solutions, not
just for FairWind, but for the entire supply chain. This necessitates
close cooperation and a thorough understanding of our projects .
To obtain this level of understanding, we have established a clear
Code of Conduct for our suppliers, ensuring a uniform process for
every project.
The FairWind Group Focuses on Sustainability
In accordance with FairWind’s Vision & Mission, our goal is to advance
the market for the installation and maintenance of renewable energy
devices and identify innovative ways to lower the cost of clean energy
production.
Considering that energy production is the leading contributor to
CO2 emissions worldwide, which is one of the primary causes of
global warming, FairWind is indirectly working towards mitigating
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Climate Action. Our company has played a key role in bringing clean
energy to millions of households through our technical installation of
over 20 GW of renewable energy from 2016-2022, helping to secure a
more sustainable future.
Additionally, FairWind practices cross-border operations, which not
only helps to keep project costs low and promote the use of renewable
energy but also boosts economic growth in less-wealthy countries
by employing technicians from these regions. The technicians are
trained by FairWind and their salaries contribute to local economies,
thereby promoting decent work and economic growth.
In conclusion, FairWind prioritizes the attainment of three out of
the 17 United Nations’ Global Sustainable Development Goals: goal
7 for Affordable and Clean Energy, goal 13 for Climate Action, and
goal 8 for promoting local economic growth through decent work
opportunities.
Through our main operation of installing wind turbines, this year
(2022) we can proudly share that we have been involved in the
installation of 3.5 GW and ~425,000 service hours and hence is one
of the key players working towards green transformation..
Our goals for the upcoming years are to continuously expand our
installed capacity of GW and maintain or increase our global presence,
while reducing our CO2 emissions relative to our working hours by
2025. As a global player, it is important for FairWind to comply with
standards such as the United Nations’ 10 principles for the Global
Compact throughout this growth process. To highlight the effort
that we already make and demonstrate our commitment, we have
decided to renew our membership of the UN Global Compact in 2023.
FairWind governs its contracts with suppliers and subcontractors
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through company guidelines to guarantee quality and standards
in the supply chain. FairWind requires its subcontractors to abide
by relevant national collective agreements, and non-compliance is
considered a breach of contract. FairWind upholds human rights
and takes measures to prevent any contribution to their violation,
supports the rights of assembly and collective bargaining, and
works towards ending forced labor, child labor, discrimination,
and corruption. In turn, FairWind also prioritizes environmental
responsibility by promoting a precautionary approach, promoting
environmental technology, and opposing corruption.
Taxonomy
The EU Taxonomy for sustainable activities is a classification system
that was developed by the European Union to identify economic
activities that have a significant positive impact on the environment.
This system was created to promote sustainable development and
help investors and businesses identify environmentally sustainable
investments.
Under Article 8(1) of the Taxonomy regulation (EU) 2020/852,
companies that are required to publish non-financial information
under the Non-Financial Reporting Directive (NFRD) are mandated
to disclose information to the public about the extent to which their
activities are associated with environmentally sustainable economic
activities.
For the 2022 reporting year, FairWind evaluated its EU Taxonomy-
eligible and -aligned activities for the environmental objectives of
climate change mitigation and climate change adaptation, resulting
in the disclosure of the proportion of EU Taxonomy-eligible and
-aligned revenue, CAPEX and OPEX included in this report.
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Assessment of Taxonomy-eligible and Taxonomy-aligned Economic
Activities
To identify and address the sum of taxonomy-eligible and taxonomy-
aligned activities, FairWind has taken a four-step approach towards
the taxonomy reporting of economic activities set by the Taxonomy
Regulation.
Step 1: The first step in the process was to identify and establish the
proportion of the economic activity that contributes to at least one
of the two currently applicable environmental objectives, climate
change mitigation and climate change adaptation. FairWind’s most
important economic activities were identified and mapped against
the taxonomy activities as described under each environmental
objective.
Step 2: For the identified relevant activities, each individual technical
screening criteria, defined in the delegated act in Annex 1 and
Annex 2, was assessed, to see if the economic activity meets the EU
Taxonomy criteria, and classify whether it is an enabling activity or
transitional activities. If the technical screening criteria is complied,
the assessment process was taken to next step.
Step 3: The next step was to determine if the identified activity does
no significant harm - DNSH, to any of the other five environmental
objectives. The process for determining whether the activity does no
significant harm, to any of the other five environmental objectives
was done by addressing each DNSH criteria for the activity, to see if
the activity complies with the criteria.
Step 4: The last step in the alignment process was to assess whether
FairWind complies with the minimum social safeguards stated in
Article 18 in the Regulation (EU) 2020/852. To document whether
FairWind complies with the EU minimum safeguards, the following
four core topics have been assessed:
• Human and labor rights
• Bribery and corruption
• Taxation
• Fair competition
Taxonomy-eligible Economic Activities at FairWind
By screening our business activities, we have identified one
primary activity in the EU taxonomy that is currently relevant for
FairWind: Installation, maintenance, and repair of renewable energy
technologies (7.6), as our wind turbines service and installation
activities contribute to climate change mitigation. FairWind has
worked in more than 40 countries and cooperates with over 1500
technicians to manage our customers’ projects globally, and we are
one-stop solutions for the installation and service of onshore and
offshore wind turbines throughout the world.
Education (11), which contributes to climate adaptation, and Transport
by motorbikes, passenger cars, and light commercial vehicles (6.5),
which contributes to climate mitigation, are two activities which
are assessed as secondary eligible economic activities, to support
FairWind’s overall business activity.
Taxonomy-aligned Economic Activities at FairWind
FairWind has reviewed the “substantial contribution” and “do no
significant harm” criteria for the identified eligible activities, and
concluded that one of our three eligible activities is Taxonomy-
aligned; 7.6. Installation, maintenance, and repair of renewable energy
technologies. For the activity 11 and 6.5 FairWind does currently not
have the required documentation available and will report these
activities as Taxonomy-eligible, not aligned.
To align with the DNSH criteria we have screened our economic
activities under 7.6 against the climate-related hazards listed in
Appendix A to Annex I. FairWind conducts service and installation
activities related to wind turbines, which contributes to climate
change mitigation. The operation risks related to climate change
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hazards such as heat waves or cold weather are cowered by all-risk
insurance with the customer, and safety procedures are incorporated
in the standard procedures. The significant risks have been addressed
and sufficient solutions have been implemented.
FairWind has documented the company’s effective “Minimum
Social Safeguards” in accordance with the requirements of Article 18
of the Delegated Act. We have not registered any court convictions
violating labor law and human rights, tax laws, corruption laws or fair
competition laws against the FairWind Group or senior management.
KPIs and Accounting Policies
Key performing indicators (KPI’s) include revenue, CapEx, and OpEx.
Our accounting policies for these calculations are based on our
best interpretation of the EU Taxonomy Regulation and delegated
acts and the currently available guidelines from the European
Commission.
FairWind has assessed its taxonomy reporting for 2022 and is pleased
to report its consolidated KPI’s on the following pages:
Revenue KPI
In 2022, FairWind reported total revenues of 1.021 mDKK. 99,6% of
the activities are aligned with the EU Taxonomy criteria for climate
change mitigation, 7.6 Installation, maintenance, and repair of
renewable energy technologies. This proportion includes all activities
within our project sales and service contracts. We see all sub-activities
as renting materials, transportation of employees and materials as
well as accommodation and stand-by service as a key part of our
deliverable, which justifies why we have chosen to include these sub-
activities as part of the main activity installation and service of wind
turbines.
The proportion of taxonomy-aligned revenue was determined based
on the definition of the EU Taxonomy Regulation (Article 8(2), part a
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of Regulation (EU) 2020/852) and the supplement to Regulation (EU)
2020/852, Annex I. The denominator is defined as the net revenue
as defined in the EU Taxonomy Regulation Article 2, point (5), of
Directive (EU) 2013/34. The numerator of the revenue KPI is defined
as the net revenue generated by the products and services related to
the Taxonomy-aligned economic activities.
The share of FairWinds taxonomy-eligible and taxonomy-aligned
revenue is calculated as the revenue derived from products or
services associated with taxonomy-eligible and taxonomy-aligned
economic activities as a proportion of FairWinds total net revenue.
OpEx KPI
The proportion of operating expenses related to the EU taxonomy
was determined based on the definition of the EU Taxonomy
Regulation (Article 8(2) part c of Regulation (EU) 2020/852) and the
supplement to Regulation (EU) 2020/852, Annex I). The OpEx KPI
shall be calculated as the numerator divided by the denominator as
specified in points 1.1.3.1. and 1.1.3.2. of Annex I.
Operating expenditure denominator covers direct non-capitalized
costs based on the definition in Annex I, 1.1.3.1. that relate to research
and development, building renovation measures, short-term lease,
maintenance, and repair, and all other expenses directly related to
the daily maintenance of assets classified as property, plant and
equipment that are necessary for ensuring FairWinds functioning.
These expenditures are in FairWind primary related to renting,
leasing and repair of cars, maintenance and repair of tools and PPE
(personal protective equipment).
The numerator was determined based on the internal organizational
structure and consists of the following of the EU Taxonomy
(supplement to Regulation (EU) 2020/852, Annex I, 1.1.3.2). The
numerator equals to the part of the operating expenditure included
in the denominator that is any of the following: (a) related to assets
or processes associated with Taxonomy-aligned economic activities,
including training and other human resources adaptation needs,
and direct non-capitalized costs that represent research and
development.
CapEx KPI
The proportion of capital expenditure related to the EU taxonomy was
determined based on the definition of the EU Taxonomy Regulation
(Article 8(2) part c of Regulation (EU) 2020/852) and the supplement
to Regulation (EU) 2020/852, Annex I). The Capex KPI is defined as the
Taxonomy-aligned capex (numerator) divided by total investment
capital expenditure as defined in the EU Taxonomy (denominator),
The numerator consists of the following categories of the EU
Taxonomy (supplement to Regulation (EU) 2020/852, Annex I, 1.1.2.2):
(a) Capital expenditure that relates to assets or processes associated
with taxonomy-aligned economic activities, (b) a part of a CapEx
plan to expand taxonomy aligned activities, (c) CapEx that relates
to the acquisition of production from taxonomy-aligned economic
activities and individual measures that enable the target activities to
become low-carbon or reduce greenhouse gas emissions.
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At FairWind, we have made an assessment to activity 7.6, 11 and 6.5
and the non-taxonomy eligible activities. FairWind has no CapEX
that relates to category (b) and (c) in Annex I, 1.1.2.2.
The denominator covers additions to tangible and intangible assets
during the financial year based on the definition in Annex I, 1.1.2.1.
and accounts for costs based on the international financial reporting
standards (IFRS) as adopted by Regulation (EC) 1126/2008.
Double counting
FairWind uses separate accounts for each activity in the chart of
accounts. This method helps ensure avoiding double counting when
allocating a proportion of OpEx and CapEx to identified taxonomy-
eligible and taxonomy-aligned activities and thus only being
considered and allocated once.
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Proportion of revenue from products or services associated with taxonomy aligned economic activities, disclosure covering year 2022.
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Proportion of OpEx from products or services associated with taxonomy aligned economic activities, disclosure covering year 2022.
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Proportion of CapEx from products or services associated with taxonomy aligned economic activities, disclosure covering year 2022.
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Mike Winkel, Chairman
Elected in September 2021
- Member of the Board of Directors at Obton Group Holding A/S
- Member of the Board of Directors at Rhea TopCo ApS
- Member of the Supervisory Board of DTEK Renewables International B.V.
Per Olof Martin Frankling, Board Member
Elected in September 2021
- Investment Professional at Triton Partners
- Member of the Board of Directors at GEIA FOOD A/S
- Member of the Board at Moove Group A/S
- Member of the Board of Directors at Habeo Group Oy
- Member of the Board of Directors at Unident AB
- Member of the Board of Directors at Norstat AS
- Member of the Board of Directors at Neptune Software AS
- Member of the Board of Directors at the Swedish Private Equity &
Venture Capital Association
- CEO at FCP Bidco ApS
Niels Henrik Tholander, Board Member
Elected in September 2021
- Member of the Board of Directors at Unident AB and two subsidiaries
- Investment Professional at Triton Partners
Karin Ingrid Amanda Möllborg, Board Member
Elected in January 2023.
- Investment Professional at Triton Partners
Helene Anna Rasmusson Egebøl, Board Member
Elected in March 2022
- Member of the Board of Directors at Hoyer Group A/S
- Member of the Board of Directors at Greenfleet Holding A/S
- Vice chairman of the Board of Directors at Staten og
Kommunernes Indkøbsservice A/S
- CEO at Helene Invest ApS
Wolfgang Müller, Board Member
Elected in March 2022.
- Senior Vice President at Hitachi, Ltd.
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Board of Directors
The board of directors of FairWind ensures that the executive
management complies with the objectives, strategies, and business
processes decided by the board of directors. Moreover, the board of
directors ensures on an ongoing basis that the governance structure
and control systems are appropriate and working well.
The board of directors consists of six members. The principal
shareholder Triton Partners has appointed Per Olof Martin Frankling,
Niels Henrik Tholander, and Karin Ingrid Amanda Möllborg. The
remaining three members of the board of directors are independent.
The board of directors meets on a predetermined schedule of
meetings at least six times a year. Usually there is an annual strategy
workshop in connection with an ordinary board meeting. The
workshop defines the objectives and strategy of FairWind.
The chairman and two selected board members meet with the CEO
and CFO and other selected key employees of the company on a bi-
weekly basis.
FairWind’s Board of Directors hold other executive positions as
described on the following page:
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John Funch
John Funch became Chief Executive Officer of the FairWind Group
in October 2016. Before his employment in the Company Mr.
Funch has been with Jorton A/S as CEO, while he previously held
various positions, including Vice President and regional CEO at
MT Højgaard. Mr. Funch has a GPM in General Management from
INSEAD’s leadership program at Fontainbleu in France and a B.Sc.
in Architectural Technology and Construction Management from
Zealand Academy of Technologies and Business
Financial Reporting and Control Environment
The board of directors and executive board set out general
requirements for business processes and internal controls. A number
of policies are defined by the executive board and approved by
the board of directors. The overall operational responsibility for risk
management and internal controls relating to financial reporting
rests with the executive board. The Audit Committee appointed
by the board of directors assesses at regular intervals Force Bidco’s
overall organizational structure and organization and the staffing
of the functions that are important to internal controls and risk
management.
In collaboration with the local management of the individual
subsidiaries, the executive board assesses whether the Group has an
appropriate and effective control environment. The executive board
reports regularly to the board of directors on the development of
Force Bidco’s operations, the company’s financial performance and
risk position.
Force Bidco’s central finance function is responsible for risk
management and internal controls relating to financial reporting.
The Group finance function prepares Group accounting policies and
instructions and ensures that the company has permanent
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procedures in place for the preparation of financial statements,
including an assessment of new accounting regulation and the
presentation of the financial reporting to Fore Bidco’s stakeholders.
The board of directors and executive board receive monthly reports
with detailed financial follow-up. All contracts with customers
are reviewed on a monthly basis on project meetings by project
managers and local management. Deviations to expectations on the
contracts are reviewed and approved by the executive board.
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Code of Conduct – Legislation
FairWind’s Code of Conduct is a set of principles for ethical behavior.
It defines what we in FairWind believe is a responsible ethical, social
and environmental practice. As a global company, FairWind has
employees from more than 20 different nationalities with different
religious beliefs, cultures and political views. FairWind employees are
subject to various local laws and regulations.
Although the Code of Conduct is applicable and enforceable in
any country where FairWind performs its activities, employees are
also subject to the national laws and regulations in their respective
countries of activity and to any laws in their own countries. FairWind
will comply with the laws of every jurisdiction in which it operates.
Where a local law sets higher standards than those set out in our
Code of Conduct, local law takes precedence.
The inclusion of Human Rights and Anti-Corruption provisions in
the FairWind Code of Conduct reflects FairWind’s commitment
to upholding ethical standards, promoting responsible business
practices, and ensuring compliance with applicable laws and
regulations. It underscores FairWind’s dedication to respecting
and protecting human rights, fostering a fair and inclusive
work environment, and conducting business with integrity and
transparency, free from corruption and unethical practices.
The Code of Conduct proposes a set of minimum standards. FairWind
business units may set stricter standards, when these do not conflict
with the Code of Conduct. The full version of FairWind’s Code of
Conduct is available online at http://fairwind.com.
Target & Results
The risk regarding human rights primarily relates to breach on
human rights in the supply chain, in relation to suppliers operations
in foreign countries.
The risk regarding anti-corruption for FairWind primarily relates to
corruption and bribery in the value chain, in relation to suppliers
operations in foreign countries.
With zero breaches of the Code of Conduct in 2022,. FairWind has
delivered to our target.
Achieving the Target & Future Ambitions
FairWind has over the course of the last years strengthened our efforts
on specific elements such as the Anti-Bribery and Corruption Policy as
well as a Business Guideline & Rules training. Also, in the recent years
all new office employees, technicians, subcontractors and suppliers
have received the Code of Conduct as part of the onboarding process
and FairWind has started tracking and documenting this process.
During 2021, FairWind launched a public and anonymous
whistleblower platform on our company website extending the
previous whistleblower process through ethics@fairwind.com.
The target for 2023 will remain 0 breaches of the Code of Conduct.
Safety Culture
Target & Results
In FairWind, safety is non-negotiable as every employee has the
right to feel safe. While our Safety culture is driven by the FairWind
HSE department, we are also in close dialogue with customers
to understand and be compliant with their demands. However,
FairWind always strives to exceed these as safety must be embedded
in daily activities. For 2022 key measures were defined:
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For 2022 FairWind had a target of 0 fatal accidents.
For 2022 FairWind had a target for Lost time injury frequency at max
3.2 measured per 1,000,000 hours.
For 2022 FairWind had a target for Total injury frequency at max 6.0
measured per 1,000,000 hours.
Sadly, we experienced a fatality case in January 2022 where a
technician tragically lost his life during operations at a project site
in Austria. An investigation to map the incident was conducted and
although FairWind was deemed not at fault, it was a heart-breaking
event throughout our organization that affected all of us.
At FairWind, safety has always been regarded as a top priority, which
involves dedicated training of personnel in accident prevention,
accident response and emergency preparedness. Only through
measures like these can we set up the best possible conditions for
our technicians.
During 2022, FairWind counted 3 work related incidents which
resulted in a Lost Time Injury frequency of 3.1 and within the target
of 3.5.
Comparing to 2021 where FairWind had 3 Lost time case, we are
consistent thus performance remains at last year’s level, but a level
which is better than industry benchmarks.
Achieving the Target & Future Ambitions
Our most significant risk for social and employee related matters
relate to work-related accidents.
Our Quality, HSE and HR departments have continued to measure
the number of work-related incidents and report these at all
management meetings as part of the FairWind company dashboard.
This to ensure that the management pay attention to the targets,
actuals, and ambitions.
As FairWind year-on-year has the ambitions of improving, a HSE
action plan has been developed and launched. Key part of the
continuous improvement is implementing a digital IT reporting tool
to increase the transparency over the safety concerns. Every FairWind
technician will have an access with possibility to report, and react in
the right time before an issue escalates to become an incident. The
process is a part of behavioral change program. On top, as proactive
measurements FairWind also launched several Safety Campaigns
during 2022 such as:
• Slip, trip and fall - brush-up
• HSE Hero 2022
• Defensive Driving
• Stop Work
• Behavioral Safety Program
• LOTO: Lock out - Tag out
• Safety Stand Down Accidents
• Internal Safety Alerts
• You Can Stop the Drop
• FairWind Working in Hot Temperatures
• FairWind Eco Challenge Menu
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In the onboarding procedure it is stated that all new employments
receive all internal policies and safety procedures, and the company’s
department monitors that all policies and regulations are up to
date and being followed. Also, supported by the HSE organization,
FairWind carries out mandatory workplace evaluations and is
continuously working to improve any matters that does not live up to
the requirements.
In 2022 our HSE department also intensified the measuring of leading
indicators to be proactive on improving and this has provided us with
data to set new and more ambitious targets for 2023.
The health & safety targets are:
Fatal accidents at 0
Lost Time Injury Frequency below 3.1 measured per 1,000,000 hours
(as per client comparison)
Total recordable Injury Frequency below 6 measured per 1,000,000
hours
Minimum 1 health & safety campaign per quarter
Minimum 4 safety walks per Manager in average
Internal HSE awareness training for site management (min. 30%)
BLS/AED training for office staff (min. 10%)
Health and Safety penalties from authorities for major non-
compliance = 0
Environment and Climate
Target & Results
The environment and climate are high priorities in the FairWind
Group. The overarching aim in these matters is that FairWind is
perceived by our customers, employees, suppliers and authorities as
a conscious company.
FairWind is certified according to ISO 14001 and the climate priority is
also an embedded part of the FairWind vision to: “become a leading
turbine installation and service player in both onshore and offshore
with strategic regional strongholds based on our commitment to
green transformation on earth”.
We have not been issued any enforcement notices from
environmental authorities in 2022 and our own self-regulation has
not revealed any violations of environmental law either.
Our target for 2022 was to continue our low environmental impact
measured through the KPI “environmental frequency rate,”
(occurrences per 100.000 project site hours) where the target was
set at 0.7. The result for 2022 is considered satisfactory as FairWind
has managed to continue the trend of reducing the “environmental
frequency rate” now to 0.5 per 100,000 project site hours (2020 = 0.4,
2021 = 0.3).
All 11 environmental events recorded in 2022 were related to minor
chemical spillage: diesel or hydraulic oils – strictly connected to our
activities, and mainly from cars/generators at project sites.
32
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04.01 | Management Review
Management Review
All events are considered minor and none of the events will have
larger environmental implication.
Achieving the Target & Future Ambitions
FairWind as its core business in itself contributes to several UN
Sustainability goals including Clean Energy and Climate action. Our
work itself includes very limited risk in relation to environment and
climate, but still FairWind secures the company’s environmental
arrangements through detailed internal control systems such as:
• Checking waste & chemical management on site
• Determining environmental aspects and impacts
• Including clear rules and environmental policies in an EHS Plan
issued for each project for each project
• Including control measures related to environmental aspects in
risk assessments issued
• Carrying out audits on site (where waste and chemical
management are the crucial points for checking)
• Monitoring environmental indicators (EFR) from sites
• Carrying out internal audits (especially in warehouse where
environmental aspects are visible and can influence on employees
directly)
• Developing environmental campaigns among employees
• Promoting pro-environmental behaviors.
Also, in relation to the external environment, FairWind has always
adjusted working processes locally to comply with any relevant
environmental legislation. The 2023 goals for the environmental area
are:
• Environmental penalties from authorities = 0
• Environmental Frequency Rate <= 0.7
• Minimum 1 environmental campaign per year
• CO2 emission from flight per hour ≤ 0.46 kg/project hour.
• Control energy consumptions for the offices with aim of its
reduction within the next 3 years.
Finally, FairWind also has targets for 2023 through a shared
commitment with one of the OEMs in the industry on reducing our
global environmental footprint in the Supply Chain. This includes:
• FairWind commits to 100% electricity consumption from
renewable energy sources latest by 2030
• FairWind commits to a 50% reduction in waste from products
delivered to the OEM latest by 2030.
The health & safety targets are:
• Fatal accidents at 0
• Lost Time Injury Frequency below 3.1 measured per 1,000,000
hours (as per client comparison)
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04.01 | Management Review
Management Review
• Total recordable Injury Frequency below 6 measured per
1,000,000 hours
• Minimum 1 health & safety campaign per quarter
• Minimum 3 safety walks per Manager in average
• Internal HSE awareness training for site management (min. 30%).
Diversity and Gender Distribution
Target & Results
This report highlights the gender composition of the organization,
as mandated by section 99b of the Danish Financial Statements Act.
The aim of this report is to bring attention to the gender that is
currently underrepresented, which is female based on the current
distribution within the company.
Diversity and Inclusion
At FairWind, we embrace diversity in all its forms, including but not
limited to gender, age, culture, ethnicity, political and religious beliefs,
and sexual orientation. Our goal is to create a culture where every
individual feels valued and confident that their unique perspectives
and ideas are heard. We aspire to empower our employees to reach
their full potential.
The wind industry is primarily male-dominated, which means that
female applicants for positions at FairWind often are limited. Hiring
employees for FairWind is based solely on the right competences
and experiences - and not on gender.
FairWind is committed to achieving a gender balance on its board
of directors, with a goal of having at least 15% of board members be
women by 2024. By the end of 2022, the split was 33% women and
67% men, meaning that we achieved our target as of year-end 2022.
We will continue with the same target for 2023.
In addition, FairWind has set a target to increase the number of
female managers and mid-level managers on a yearly basis. It is
important for FairWind to work actively with diversity to promote
gender equality. Through our Code of Conduct, we create a clear link
to this agenda and ensure that no gender discrimination is taking
place in any management level of the organization. As of December
31, 2022, the number of female managers has risen to 26 from 24 in
2021, accounting for 25% of the total Group.
As of December 31, 2022, the representation of women among
FairWind’s office employees was 44%. For 2023, we will actively
implement further actions that aim at improving the gender equality
and opportunities for any gender within the organization.
Quality culture
Target & Results
FairWind’s quality strategy is focused on two main aspects; customer
satisfaction as well as the skills and competences of our employees.
For 2022 FairWind’s quality measures were primarily related to
snagging on delivered towers and the targets were:
• Less than 6 snags for Onshore turbines in total - with differentiated
client targets between 5 and 10
• Less than 5 snags for Offshore preassembly.
In 2022, FairWind delivered on the good side of ambitions for
snagging with an Onshore average result of 5.0, which is at same
levels compared to the result of 4,9 for 2021.
For Offshore the final total was 3,7 comfortable on the good side of
the target, 2021 was 0,2 but also measured on a low volume.
35
After having formalized our customer satisfaction and loyalty survey
back in 2018, FairWind has continued this practice into 2022. For
2022, FairWind received a satisfaction score of 4.04 (2020 = 4.02, 2021
= 4.23) and a loyalty score of 4.07 (2020 = 4.25, 2021 = 4.43).
Achieving the Target & Future Ambitions
In 2022, FairWind further formalized our approach to quality
management by:
• Full implementation of a QHSE digital app-based tool including
reporting module
• Action plans from customer satisfaction process
• Formalizing our risk assessment process, running minimum
once a year, and in 2022 in total 19 assessment were conducted
and 266 risks identified
• Initiated the development of customer complaint processes
(NCR’s)
• Improved process for: Lessons Learned process, snagging
reporting process, Competence development & evaluation
process, Project documentation process
• Took part in 3 customer audits; ISO9001, ISO14001, and ISO45001
re-certification audit; SCC certification (acc. To SHE Checklist
Contractors (SCC) 2017/6.0) for FairWind Holland B.V.
• Conducting 20 internal audits.
Also, snagging levels in 2022 have been reported and communicated
on leadership as well as board meetings, ensuring the constant
monitoring of performance. On top of this, NCR’s have been an often-
discussed topic at our weekly operational meetings, and learning
and action plans from the customer satisfaction survey have been an
agenda point on several leadership meetings.
Continuing the improvement process, FairWind has set targets for
new measures going into 2023. These are:
• Average number of snagging below 5, 6 and 10 respectively for
the Onshore OEMs, but with total Onshore average of 6 and 5 for
Offshore
• Customer satisfaction scores at 4.1 or above
• Minimum 2 supplier audits (CTQs) carried out
• Develop minimum 12 Improvement Program Reports.
Charity & Social Events
FairWind also contributes to society through charity and in 2022 one
of the key mentions is:
A recurring charity and social event for FairWind is a ‘day of fun’
with gifts to a local Orphan home (Poland, near Stettin), something
FairWind has supported for more than a decade, which was also the
case 2022.
Closing Statement
The CSR policy of the FairWind Group is not only forward-thinking
and long-term, but also serves as a guiding principle for the daily
operations of FairWind’s managers, employees, subcontractors, and
suppliers.
We are confident that our efforts in 2022 will display positive results
and progress. We will continue to evolve and expand our CSR policy
as new and relevant areas come to light. We recognize that as our
environment, supply chain, and society change, our policy must
adapt to meet these changes.
Management Review
04.01 | Management Review
36
Explanation of Data Ethics
The policy on Data Ethics is reviewed annually and compliant with
section 99d of the Danish Financial Statements Act.
Data plays an increasingly important role for FairWind in monitoring,
delivering and improving our services for customers, employees and
other stakeholders. As data is an important asset, we treat it as such.
Data is handled in compliance with all applicable laws and regulations
and in accordance with FairWind’s internal standards and policies.
We continuously monitor and ensure that data is handled in a
transparent manner with due respect for our customers, business
partners, and employees.
FairWind’s handling of data is always defined and made available as
part of our Privacy Policy, available on our website
www.fairwind.com.
Event after the Balance Sheet Date
Subsequent to the balance sheet date FairWind has from one of its
customers received a warranty claim regarding works finalized in
2019 to 2021. It is the assessment of the management of FairWind,
that the claim is unquantified and unsubstantiated and FairWind
is not to be held liable. Further the warranty claim is considered
covered by insurance, should it potentially materialize, hence no
provision have been made. No other events that could significantly
affect the financial statement as of 31 December 2022 have occurred.
Management Review
04.01 | Management Review
36
37
Consolidated Financial Statements
DKK’000
P&L Note 2022 2021
Revenue 4 1.021.078 260.291
Operating Costs 5 -940.766 -228.398
Operating profit/(loss) before depreciation and amortisation (EBITDA) before special items 80.312 31.893
Special items 6 -36.137 -36.636
Operating profit/(loss) before depreciation and amortisation (EBITDA) after special items 44.175 -4.743
Depreciation, amortisation and impairment losses 7 -27.984 -5.908
Operating profit/(loss) (EBIT) 16.191 -10.651
Financial income 8 7.581 12.399
Financial expenses 9 -37.619 -17.236
Profit before tax -13.847 -15.488
Tax for the year 10 -4.327 -2.525
Result for the year -18.174 -18.013
Attributable to:
Shareholders of Force Bidco A/S -18.174 -18.013
05.01 | Profit & Loss
38
Statement of other comprehensive income
DKK’000 2022 2021
Result for the year -18.174 -18.013
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreing operations -3.142 -5.823
Total comprehensive income/loss -21.316 -23.836
Attributable to:
Shareholders of Force Bidco A/S -21.316 -23.836
05.01 | Profit & Loss
39
Consolidated Financial Statements
DKK’000
Assets Note 31/12-2022 31/12-2021
Goodwill 11, 12 414.372 414.372
Trade name 11 98.000 98.000
Property, plant and equipment 13 36.117 26.668
Right-of-use assets 14 15.347 11.483
Deposits 2.245 1.742
Deferred tax assets 10 26.674 27.695
Total non-current assets 592.754 579.960
Inventories 16 3.215 2.333
Trade receivables 17 213.386 206.878
Contract assets 18 156.103 123.924
Other receivables 16.662 13.599
Prepayments 19.281 14.105
Cash 48.533 80.284
Total current assets 457.180 441.123
Total assets 1.049.934 1.021.083
05.02 | Balance
DKK’000 30.117 in cash deposits are included in the cash balance above and in the statement of cash flows, which due to country restrictions are not
available for general use by group.
40
Consolidated Financial Statements
DKK’000
Equity and liabilities Note 31/12-2022 31/12-2021
Share Capital 20 400 400
Share premium 20 366.000 366.000
Foreign currency translation reserve -8.965 -5.823
Retained earnings -36.187 -18.013
Total equity 321.248 342.564
Deferred tax 10 26.605 35.833
Interest-bearing liabilities 22 361.099 360.252
Lease liabilities 14 6.300 4.833
Total non-current liabilities 394.004 400.918
Interest-bearing liabilities 22 146.206 35.234
Payable to group enterprises 150 492
Contract liabilities 18 11.347 21.248
Lease liabilities 14 9.850 6.722
Trade payables 136.188 169.367
Current tax liability 10 2.743 4.231
Other payables 28.197 40.307
Total current liabilities 334.681 277.601
Total liabilities 728.685 678.519
Total equity and liabilities 1.049.934 1.021.083
05.02 | Balance
41
Consolidated Financial Statements
DKK’000
Statement of changes in equity
Share
capital
Share
Premium
Foreign
currency
trans-
lation
reserve
Retained
earnings
Total
equity
Initial capital increase 400 0 0 0 400
Capital increase, 2021 0 366.000 0 0 366.000
Total capital 31. December 2021 400 366.000 0 0 366.400
Result for the year -18.013 -18.013
Other comprehensive income
Exchange differences on translation of foreign operations 0 0 -5.823 0 -5.823
Total comprehensive income 31. December 2021 0 0 -5.823 -18.013 -23.836
0
Equity at 31 December 2021 400 366.000 -5.823 -18.013 342.564
Equity at 1 January 2022 400 366.000 -5.823 -18.013 342.564
Result for the year -18.174 -18.174
Other comprehensive income
Exchange differences on translation of foreign operations 0 0 -3.142 0 -3.142
Total comprehensive income 31. December 2022 0 0 -3.142 -18.174 -21.316
Equity at 31 December 2022 400 366.000 -8.965 -36.187 321.248
05.03 | Changes in equity
42
05.04 | Cash flow statement
Consolidated Financial Statements
DKK’000
Cash flow statement Note 2022 2021
Operating activities
Operating profit/loss 16.191 -10.651
Depreciation amortisation and impairment losses 27.984 5.908
Change in working capital 19 -91.504 -96.825
Financial income received 820 3.192
Financial expenses paid -34.125 -14.829
Realised currency effect Impact -14.928 -4.604
Income taxes refunded/(paid) -7.475 -3.549
Cash flow from operating activities -103.037 -121.358
Investment activities
Investment in property, plant and equipment 13 -31.341 -5.917
Disposal of property, plant and equipment 2.239 0
Acquisitions 15 0 -528.969
Cash flow from investing activities -29.102 -534.886
Financing activities
Proceeds of long-term liabilies 22 0 360.252
Cash capital increase 0 366.400
Cash flows from drawn facilities 22 110.972 11.096
Repayment leasing 22 -6.662 -1.220
Cash flow from financing activities 104.310 736.528
Change in cash and cash equivalents -27.829 80.284
43
The Group has unused credit facilities per 2022 amounting to 52 mDKK (2021 = 177 mDKK).
05.04 | Cash flow statement
Opening cash and cash equivalents 80.284 0
Market value adjustment of opening cash and cash equivalents -3.922 0
Change in cash and cash equivalents for the year -27.829 80.284
Cash 31 December 48.533 80.284
44
Notes
1. Accounting policies
2. Adoption of new and amended standards
3. Critical accounting judgements and key sources of estimation uncertainty
4. Segment information
5. Operating Costs
6. Special items
7. Depreciation, amortisation and impairment losses
8. Financial income
9. Financial expenses
10. Tax for the year
11. Intangible Assets
12. Impairment test
13. Property, plant and equipment
14. Leases
15. Acquisition
16. Inventories
17. Trade receivables
18. Contract balances
19. Working Capital changes
20. Share capital
21. Fee to auditors appointed at the annual general meeting
22. Interest-bearing liabilities
23. Financial risks
24. Guarantees, contingent liabilities and collateral
25. Related parties
26. Legal entities
27. Events after the reporting period
05.05 | Notes
45
1. Accounting Policies
The Group’s consolidated financial statements have been prepared
in accordance with International Financial Reporting Standards
(“IFRS”) as adopted by the EU and additional Danish disclosure
requirements for the financial statements of reporting class C
enterprises, cf. the Danish Executive Order on Adoption of IFRSs
(“IFRS-bekendtgørelsen”) issued in accordance with the Danish
Financial Statements Act (“DFSA”).
The Group presents certain financial measures in the consolidated
financial statements that are not defined under IFRS. It is
Management’s belief that these measures provide valuable
supplemental information to investors and the Group’s management,
as they allow for an evaluation of trends and the Group’s performance.
Since such financial measures are not calculated in the same way
by all companies they are not always comparable to measures used
by other companies. These financial measures should therefore not
be considered to be a replacement for measurements as defined
under IFRS. We refer to section “Key financial figures and ratios” for a
definition of the above mentioned financial measures.
Comparative figures for foreign exchange gains and losses have been
re-classifed with no effect on the result for the year.
Basis of Preparation
The financial statements are presented in Danish kroner (DKK). All
amounts have been rounded to the nearest DKK thousand, unless
otherwise indicated.
The financial statements have been prepared on a going concern
basis and in accordance with the historical cost convention, except
where IFRS explicitly requires use of other values.
For the purpose of clarity, the financial statements and the notes
to the financial statements are prepared using the concepts of
materiality and relevance. This means that line items not considered
material in terms of quantitative and qualitative measures or relevant
to financial statement users are aggregated and presented together
with other items in the financial statements. Similarly, information
not considered material is not presented in the notes.
The accounting policies, except as described below, have been
applied consistently during the financial year.
Basis of Consolidation
The Consolidated Financial Statements comprise the Financial
Statements of Force Bidco A/S (the Parent Company) and subsidiaries
which are entities controlled by Force Bidco A/S. The Group controls
an entity when it directly or indirectly owns more than 50% of the
voting rights or may otherwise exercise a controlling influence.
05.05 | Notes
45
46
Principles of Consolidation
The Consolidated Financial Statements are prepared on the basis of
the financial statements of the Parent Company and its subsidiaries.
The Consolidated Financial Statements are prepared by combining
items of a uniform nature and subsequently eliminating
intercompany transactions, internal shareholdings and balances and
unrealized intercompany gains or losses. The financial statements
used for consolidation are prepared in accordance with the Group’s
accounting policies.
The line items of subsidiaries are recognized 100% in the Consolidated
Financial Statements. Investments in subsidiaries are offset by the
interest’s share of subsidiaries’ net assets at the acquisition date at
fair value.
Business Combinations
Acquisitions of businesses are accounted for using the acquisition
method. The consideration transferred in a business combination
is measured at fair value, which is calculated as the sum of the
acquisition-date fair values of the assets transferred by the Group,
liabilities incurred by the Group to the former owners of the acquiree
and the equity interests issued by the Group in exchange for control
of the acquiree. Acquisition-related costs are recognized in profit/
(loss) as incurred.
At the acquisition date, the identifiable assets acquired and the
liabilities assumed are recognized at their fair value, except that
deferred tax assets or liabilities, and assets or liabilities related to
employee benefit arrangements are recognized and measured in
accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits,
respectively.
Goodwill is measured as the excess of the sum of the consideration
transferred, the amount of any non-control-ling interests in the
acquiree, and the fair value of the acquirer’s previously held equity
interest in the acquiree (if any) over the net of the acquisition-
date amounts of the identifiable assets acquired and the liabilities
assumed. If, after re-assessment, the net of the acquisition-date
amounts of the identifiable assets acquired and liabilities assumed
exceeds the sum of the consideration transferred, the amount of any
non-controlling interests in the acquiree and the fair value of the
acquirer’s previously held interest in the acquiree (if any), the excess
is recognized immediately in profit/(loss) as a bargain purchase gain.
Foreign Currency Translation
On initial recognition, transactions denominated in foreign
currencies are translated to the functional currency at the exchange
rates at the transaction date. Foreign exchange rate adjustments
arising between the transaction date and at the date of payment are
recognized in the statement of profit or loss in financial income or
financial expenses.
Monetary assets and liabilities denominated in foreign currencies are
translated at the exchange rates at the reporting date. The difference
between the exchange rates at the reporting date and at the date of
transaction or the exchange rate in the latest financial statements is
recognized in the statement of profit or loss in financial income or
financial expenses.
05.05 | Notes
47
Cash Flow Statement
The cash flow statement is presented using the indirect method and
shows cash flows from operating, investing and financing activities
for the year as well as the Group’s cash and cash equivalents at the
beginning and end of the financial year.
Cash flows from operating activities are calculated based on
operating profit/loss, adjusted for the cash flow effect of non-cash
operating items, working capital changes, financial expenses paid
and income tax paid.
Cash flows from investing activities comprise payments in connection
with the acquisition and sale of non-current intangible assets,
property, plant and equipment, and financial assets.
Cash flows from financing activities comprise payments arising from
changes in the size or composition of the Group’s share capital and
dividend paid as well as proceeds from and repayments of debt and
lease liabilities. Cash and cash equivalents comprise cash at bank
and in hand.
Statement of Profit or Loss Revenue
Revenue comprises sale of mainly Installation and Services within
the wind turbine industry (both on-shore and off-shore projects).
The following is a description of the principal activities from which FairWind
Group generates its revenue.
Installation (Revenue recognized over time)
Revenue from sale of installation is recognized over time based on the
contract conditions, which state that FairWind Group creates or enhances
an asset that the client controls as it is created or enhanced. Typically an
installation contract include more than one installation, where the payment
typically is due in line with each Milestone achievement.
The transfer of control and recognition of revenue are determined using
input methods based on actual progress for the contracts, as these methods
are considered to best depict the continuous transfer of control. The selling
price is measured by reference to the total expected income from each
contract and the stage of completion at the reporting date.
Service (Revenue recognized over time)
Revenue from service sales, comprising services and maintenance
agreements where the client is receiving and consuming the benefits of
the entity’s performance as the entity performs, and are recognized over
the term of the agreement as the services are provided.
Incremental Cost to Fulfil a Contract
The Group amortize incremental costs to fulfil a contract (depending on
05.05 | Notes
47
48
Transaction Price
The transaction price for sale of installation and service normally includes
a fixed consideration. The transaction price for service contracts includes
a fixed consideration and often a variable consideration. The estimated
amount of variable consideration will be included in the transaction price
only to the extent that a significant reversal in revenue recognized is
highly unlikely to occur when the uncertainty associated with the variable
consideration is subsequently resolved.
Operating Cost
Operating cost consist of the following operational cost incurred as part of
the Group’s core activities.
Project Costs
Project costs, including warranty costs, comprise the costs incurred to
achieve revenue for the year. Other expenses directly related to the sales,
such as materials, tools, transport and subcontractors.
Staff Costs
Staff costs consist of salaries, bonuses, pensions and social costs, vacation
pay, and other benefits. Salaries, bonuses, pensions and social costs,
vacation pay, and other benefits are recognized in the year in which
the associated services are rendered by the employees. The Group has
entered into retirement benefit schemes and similar agreements with
employees. Contributions to defined contribution plans are recognized in
the statement of profit or loss in the period to which they relate and any
contributions outstanding are recognized in the statement of financial
position as other liabilities.
Other External Costs
Other external costs include the period’s expenses relating to the Group’s
core activities, including expenses relating to distribution, sale, advertising,
administration, premises, bad debts, low-value and short-term leases, etc.
Special Items
Special items include significant income and expenses of a special nature in
terms of the Group’s revenue-generating operating activities that cannot be
attributed directly to the Group’s ordinary operating activities. Such as income
and expenses including transaction costs in a business combination.
Financial Income and Financial Expenses
Financial income and expenses include interest income, interest expense,
amortization of borrowing costs and realized and unrealized exchange gains
and losses.
05.05 | Notes
48
assessment) over the duration of the contract using the same progress
measure as for revenue.
49
Tax
Tax on the profit or loss for the year comprises the year’s current tax
and changes in deferred tax. The tax expense relating to the profit or
loss for the year is recognized in the statement of profit or loss, and
the tax expense relating to items recognized in other comprehensive
income and directly in equity, respectively, is recognized in other
comprehensive income or directly in equity. Exchange rate
adjustments of deferred tax are recognized as part of the adjustment
of deferred tax for the year.
Current tax payable and receivable is recognized in the statement
of financial position as the expected tax on the taxable income for
the year, adjusted for tax paid on account. The current tax charge for
the year is calculated based on the tax rates and rules enacted at the
statement of financial position date.
Deferred tax is calculated using the liability method on all temporary
differences between the accounting and taxable values of assets and
liabilities.
Deferred tax assets are assessed yearly and only recognized to the extent
that it is more likely than not that they can be utilized. Deferred tax assets,
including the tax value of tax losses carried forward, are recognized as other
non-current assets and measured at the amount at which they are expected
to be realized, either by setting off deferred tax liabilities or by setting off tax
on future earnings within the same legal entity or a jointly taxed entity.
Future taxable income is assessed based on budgets as well as Management’s
expectations regarding growth and operating margin in the coming years.
The Group is included in national joint taxation with its Parent Company,
Force Holdco A/S and other Danish group entities. The tax charge for the
year is allocated between the Danish jointly taxed companies in proportion
to their taxable income, taking into account taxes paid.
Deferred tax is measured based on the tax legislation and statutory tax
rates in the respective countries that will apply under the legislation in force
on the statement of financial position date when the deferred tax asset is
expected to crystallize as current tax. Changes in deferred tax resulting from
changes in tax rates are recognized in the statement of profit or loss.
The Group recognizes deferred tax assets relating to losses carried forward
when Management finds that these can be offset against taxable income
in the foreseeable future. An assessment is made taking into consideration
the effect of restrictions in utilization in local tax legislation.
Balance sheet
Goodwill
Goodwill arising on the acquisition of a business is carried at cost as
established at the date of acquisition of the business less accumulated
impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the
Group’s cash generating units (or groups of cash-generating units) that is
expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested
05.05 | Notes
50
for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount
of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount
of any goodwill allocated to the unit and then to the other assets
of the unit pro rata based on the carrying amount of each asset in
the unit. Any impairment of goodwill is recognized directly in profit/
(loss). An impairment loss recognized for goodwill is not reversed in
subsequent periods. On disposal of the relevant cash-generating unit,
the attributable amount of goodwill is included in the determination
of the profit/(loss) on disposal.
Other Intangible Assets
The useful lives of intangible assets are assessed as either finite or
indefinite.
Intangible assets with finite lives are amortized over the useful
economic life and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The useful life
and the amortization method for an intangible asset with a finite
useful life are reviewed at least at the end of each reporting year.
Intangible assets with indefinite useful lives are not amortized, but
are tested for impairment annually, either individually or at the cash-
generating unit level. The assessment of indefinite life is reviewed
annually to deter-mine whether the indefinite life continues to be
supportable. If not, the change in useful life from indefinite to finite is
made on a prospective basis.
Property, Plant and Equipment
Property, plant and equipment comprise other fixtures and fittings,
tools and equipment and are measured at cost less accumulated
depreciation and accumulated impairment losses. Other fixtures
and fittings, tools and equipment are depreciated on a straight-line
basis over the expected useful lives of the assets, which are as follows:
• Other fixtures and fittings, tools and equipment – 2-4 years
• Property, plant and equipment are tested for impairment if
indications of impairment exist.
• Property, plant and equipment are written down to their
recoverable amount, if the carrying amount exceeds the higher
of the fair value less costs to sell and the value in use.
• Depreciation and impairment charges are recognized in the
statement of profit or loss.
Leases
The right-of-use asset is depreciated on a straight-line basis over the
shorter of the lease term and the useful life of the asset.
The Group leases properties which include a service element in
the payments to the lessor. This service is deducted from the lease
payment when measuring the lease obligation. Where the Group
cannot reliably separate lease and non-lease items, it is considered a
single lease payment.
Short leases with a maximum lease term of 12 months and leases
where the underlying asset has a low value are not recognized in the
statement of financial position.
The lease term is defined as the non-cancellable period of a lease
together with periods covered by options to extend the lease if it
is reasonably certain that the options will be exercised and periods
05.05 | Notes
50
51
covered by options to terminate the lease if it is reasonably certain
that the options will not be exercised. A number of leases contain
extension and termination options in order to guarantee operational
flexibility in managing the leases.
The lease obligation, which is recognized in “Lease liabilities”, is
measured at the present value of the remaining lease payments,
discounted by the Group’s incremental loan interest rate, if the
implicit interest rate is not stated in the lease agreement or cannot
reasonably be determined. The lease obligation is subsequently
adjusted if:
• The value of the index or interest rate on which the lease payments
are based changes
• There is a change in the expected exercise of options to extend
or shorten the lease period due to a material event or material
change in circumstances which are within the control of the
lessee
• The lease term is changed as a result of exercising an option to
extend or shorten the lease term.
Subsequent adjustments of the lease obligation are recognized as a
correction to the right-of-use asset. However, if the right-of-use asset
has a value of DKK 0, a negative reassessment of the right-of-use
asset is recognized in the statement of profit or loss.
Inventories
Inventories mainly comprised of spare parts which are used as a
part of the services. Inventories are measured at cost in accordance
with the FIFO method. Where the net realizable value is lower
than cost, inventories are written down to this lower value. The net
realizable value of inventories is calculated as the sales amount less
costs of completion and expenses required to effect the sale and is
determined taking into account marketability, obsolescence and
development in the expected selling price.
Contract Balances
Contracts in progress are measured by allocating to each performance
obligation the selling price of the work performed less progress
billings and impairment losses.
The selling price of performance obligations is determined by
reference to their stage of completion at the balance sheet date and
the total expected contract revenue. In determining total expected
income, the constraints on the recognition of variable consideration,
including recognition of claims, additional works and variations
are taken into consideration. The percentage of completion is
determined on the basis of an assessment of the work performed,
which is normally calculated as the ratio of contract costs incurred to
total expected contract costs.
If it is probable that total contract costs will exceed total contract
revenue, provision is made for the total expected loss on the contract.
If the selling price cannot be measured reliably, the selling price is
measured at the lower of contract costs incurred and net realizable
value.
Construction contracts for which the selling price of the work
performed exceeds progress billings and expected losses are
05.05 | Notes
51
52
recognized in receivables. Construction contracts for which progress
billings and expected losses exceed the selling price are recognized
in liabilities. Advance payments from customers are recognized in
liabilities.
Trade Receivables and other Receivables
Trade receivables are measured at amortized cost less allowance for
lifetime expected credit losses.
To measure the expected credit losses, credit risk for trade receivables
has been based on an individual assessment. Trade receivables are
written off when all possible options have been exhausted and there
is no reasonable expectation of recovery.
The cost of allowances for expected credit losses and write-offs for
trade receivables are recognized in the statement of profit or loss in
other external expenses.
Prepayments
Prepayments comprise incurred costs relating to subsequent
financial years. Prepayments are measured at cost.
Interest-bearing Liabilities
Interest-bearing liabilities are measured at amortized cost.
Trade Payables and other Payables
Other payables include bonus and commission accruals, vacation
pay obligations, payroll taxes and VAT. Payables are measured at cost.
Other Provisions
Provisions are recognized when the Group has a present obligation
(legal or constructive) as a result of a past event and it is probable
that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made
of the amount of the obligation. When the Group expects some or
all of a provision to be reimbursed, for example, under an insurance
contract, the reimbursement is recognized as a separate asset, but
only when the reimbursement is virtually certain. The expenses
relating to a provision is presented in the statement of profit or loss
net of any reimbursement.
In the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflect, when appropriate,
the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognized as
a finance cost.
Warranty Provisions
Provisions for warranty-related costs are recognized when the
product is sold or a service is provided to the customer. Initial
recognition is based on historical experience. The initial estimate of
warranty-related costs is revised annually.
Within the industry standard terms is a 24 month warranty period.
05.05 | Notes
53
Definition of Key Figures and Ratios:
EBITDA: Net profit before interest, tax, depreciation, amortization.
EBITDA before special items: Net profit before interest, tax,
depreciation, amortization and special items.
EBIT: Earnings before interest and tax.
Gross profit margin (%): Gross profit as a percentage of revenue.
Equity ratio: Equity at year-end divided by total assets.
Order backlog: The value of future contracts end of period.
Order intake: An orders is included as order intake when it order
becomes effective, meaning when the con-tract becomes firm and
unconditional.
Number of employees year end (FTE): Number of full-time equivalent
employees (part-time employees translated into full-time employees)
at the end of the year.
05.05 | Notes
53
54
54
55
2. Adobtion of New and Amended Standards
Relevant new and amended Standards and Interpretations that
have been issued up to the date of issuance of the group’s financial
statements, but are not yet effective, is not expected to have material
effect on the Group’s financial statement for future periods. The
Group intends to adopt these new and amended Standards and
Interpretations, if applicable, when they become effective.
The implementation of new and amended Standards and
Interpretations effective from 2022, has not had a significant impact
on recognition, measurement or disclosures in the Annual Report
2022 and is not expected to have significant impact on the financial
reporting for future periods.
3. Critical Accounting Judgement and Key Sources of
Estimation Uncertainty
As part of the preparation of the financial statements, Management
makes a number of accounting estimates and assumptions as a basis
for recognizing and measuring the Group’s assets, liabilities, income
and expenses as well as judgements made in applying the entity’s
accounting policies. The estimates, judgements and assumptions
made are based on experience gained and other factors that are
considered prudent by Management in the circumstances, but
which are inherently subject to uncertainty and volatility.
The assumptions may be incomplete or inaccurate, and unforeseen
events or circumstances may occur for which reason the actual
results may differ from the estimates and judgements made. The
accounting policies are described in detail in note 1 to the financial
statements to which we refer.
Management considers the following accounting estimates and
judgements to be significant in the preparation of the financial
statements:
Judgement Regarding Project Accounting (accounting estimates)
In accordance with IFRS 15, income from and profits on projects are
recognized over time based on the progress towards full satisfaction
of the individual performance obligations of the projects. The stage of
completion is determined and evaluated based on actual technical
completion and is a key accounting judgement related to the timing
of revenue recognition.
Recognition and measurement of projects comprise considerable
estimates and judgements made by Management in connection
with the assessment of expected contract revenue, projects cost
and disputes. Changes in these accounting estimates under
the performance of the project may have significant impact on
revenue, project cost and the result thereof. Discrepancies related to
additional works, extensions of deadlines, claims for daily penalties,
etc. are assessed on the basis of the nature of the issue, the stage of
negotiation and past experience. The probability of the outcome is
thus assessed on an individual basis.
Purchase Price Allocation (accounting estimate)
On 28 September 2021, the Company acquired FairWind A/S by
purchasing 100% of the outstanding shares. FairWind A/S’s assets,
liabilities and contingent liabilities have been recognized under the
purchase method in the consolidated financial statements of Force
Bidco A/S. The key assets of FairWind A/S are goodwill, other intangible
assets, contract assets and receivables. Especially with regard to the
other intangible assets acquired, there are no efficient markets to
be used to determine fair value. Management has therefore made
an estimate in connection with the allocated purchase price on that
basis, see notes.
Management has assessed that the most significant intangible asset
in the acquired business is the assembled workforce represented
by the certified technicians employed that is the foundation for the
05.05 | Notes
56
future revenue in the business acquired. According to the accounting
standards the assembled workforce is not an identifiable asset to be
recognized separately from goodwill.
Management has also assessed that no material value can be
assigned to customer relationships. The entire market in which the
acquired business operates is represented by very few customers,
which are all customers of the acquired business as well as all other
market participants (i.e. FairWind’s competitors). Those customers
generally ask for tender from FairWind and its competitors and
will determine its supplier from project to project e.g. depending
on which supplier can deliver the required certified technicians at
the right price. Therefore, the customer relations in the acquired
business on its own is not considered unique and do not provide
FairWind with an advantage compared to its competitors in terms of
generating future income and as such does not represent a material
value to be recognized separately from goodwill.
FairWind is an established tradename in the market as an attractive
employer for highly qualified technicians which is considered
important in terms of attracting skilled technicians, which are
enablers for revenue. Fair value of tradename is measured based on
a royalty cost saved model with a royalty rate of 0.75%. The royalty rate
takes into account that the tradename is not directly the main driver
for generating revenue, but indirectly enables revenue through
attraction of skilled technicians. Management has assessed that
the tradename has an indefinite useful life as management intends
to maintain the tradename indefinitely and currently there are no
indications that they will not be able to do so.
The unallocated part of the purchase price has been recognized as
goodwill mainly related to the access to the pool of technicians and
employees as well as a FairWind being a platform for growth in new
markets both organically and through further acquisitions. The fair
value calculation is subject to uncertainty.
Fair Value valuation is based on 2 CGUs, Installation at 75% and
Service at 25%.
Impairment test for Goodwill and Trade Name (accounting
estimate)
Goodwill and Trade name are tested for impairment annually and
whenever events or changes in circumstances indicate that the
carrying amount of assets has been impaired, for example due to
changed business climate. In order to determine if the value of assets
has been impaired, the cash-generating unit to which goodwill
and Trade name has been allocated must be valued using present
value techniques. When applying this valuation technique, the
Company relies on a number of factors including historical results,
business plans, forecasts and market data. This is further described
in the notes. As can be deduced from this description, changes in
the conditions for these judgments and estimates can significantly
affect the assessed value of the assets. This uncertainty also goes for
the lifetime evaluation for these assets.
Closing Down Operations in Russia – Assessment of Discontinued
Activities (judgement)
In accordance with IFRS 5, Management shall assess whether the
criteria are met which involves judgements. Management have
assessed that the close down of the Russian activities does not
qualify to be discontinued operations in accordance with IFRS 5, as
the Russian activities does not constitute a separate major line of
business..
05.05 | Notes
57
Prepaid Training Cost (judgement)
The Group incurs training cost related to required certification of
contract workers. These costs are presented as prepayments in the
balance sheet and recognized as expenses over the average length
of the lifetime of the certificate validity as the Group has right to
invoice the contract workers for the cost incurred for the certification
if they resign.
Recovery of Deferred Tax Assets (judgement)
Deferred tax assets are recognized for all unutilized tax loss carry-
forwards to the extent it is considered likely that the losses can be
offset against taxable income in the foreseeable future. The amount
recognized for deferred tax assets is based on judgement of the likely
date and size of future tax loss carry-forwards.
05.05 | Notes
57
58
4. Segment Information
For management purposes, the Group is organized into business units based on its products and services and has two reportable segments, as follows:
• Installation (Installation of wind turbines)
• Service (Service of wind turbines)
The Executive Management is the Chief Operating Decision Maker (CODM), which is made up of the senior leadership across the respective functional
areas and is responsible for the strategic decision making. And for the monitoring of the operating results of the operating segments for the purpose of
performance assessment. Segment performance is evaluated based on revenue and is measured consistently with revenue in the Consolidated Financial
Statements.
Four customers have sales representing more than 10% of the Revenue. Revenue from these customers is in the range of 10% - 41% of total revenue.
Notes
05.05 | Notes
Breakdown of revenue per Business Unit 2022 2021
Installation 833.959 212.513
Service 187.119 47.778
Total revenue 1.021.078 260.291
Breakdown of direct operating costs (non-GAAP)
Installation -637.067 -156.854
Service -150.244 -37.386
Total direct operating costs (non-GAAP) -787.311 -194.240
Segment gross profit including direct salaries (non-GAAP metric) 233.768 66.051
Other operating Cost -153.456 -34.158
Operating profit/(loss) before depreciation and amortization (EBITDA) before special items 80.312 31.893
59
4. Segment Information Continued
It is not possible to allocate costs below “gross profit including direct salaries” to the segments identified, as these costs serve all segments and refer to
the consolidated statement of profit or loss. FairWind Group uses the non-GAAP metric above in its internal segment reporting to show gross project not
differentiating between if the cost arises from technicians on our own payroll or independent contractors.
The revenue split is based on geographical supply point. Revenue specified by country comprises all countries with revenue that accounts for more than 10
percent of FairWind Group’ total revenue.
Transaction Price Allocated to the Remaining Sales Contracts (Order backlog)
The following table includes revenue expected to be recognized in the future related to performance obligations that are unfulfilled (or partially unfulfilled)
at the end of the financial year.
At the end of 2022, the average remaining duration in the order backlog is within one year. Both Installation and Service projects are normally to be
delivered within one year.
Challenges in relation to shipment of wind turbines, other equipment and installation hereof, for example bad weather, lack of grid connections, and similar
matters, may cause delays that could affect the timing of the satisfaction of the future performance obligations within the backlog. Furthermore, it should
be emphasized that the order backlog is forward-looking in nature and a subset of FairWind Group’ potential future revenue.
05.05 | Notes
Breakdown of revenue by geography 2022 2021
Sweden 188.955 52.799
Germany 159.408 28.980
Poland 155.504 36.023
Russia 65.380 49.247
Norway 21.925 34.314
Taiwan 65.683 11.570
Rest of Europe 80.862 26.603
Rest of Scandinavia 139.870 7.314
North and South America 55.863 6.261
Rest of the world 87.628 7.180
Total revenue 1.021.078 260.291
60
Order Backlog 2022 2021
Order Backlog - Installation 242.109 174.769
Order Backlog - Service 49.181 74.555
Order Backlog Total 291.290 249.324
4. Segment Information Continued
5. Operating Costs
05.05 | Notes
2022 2021
Project Costs 646.052 145.838
Other external cost 68.633 16.780
Non-remuneration of employees 714.684 162.618
Wages and salaries 201.436 57.994
Pensions 9.865 2.714
Other social security costs 13.964 4.704
Other staff costs 816 368
Remuneration of employees 226.082 65.780
Total 940.766 228.398
Average numbers of employees during the year 667 849
61
2022 2021
Revenue 1.021.078 260.291
Operating costs -649.222 -145.838
Gross Profit 371.857 114.453
Staff Costs -226.082 -65.780
Other Operating costs -94.248 -53.416
EBITDA 51.527 -4.743
Depreciation -35.336 -5.908
Operating profit/(loss) (EBIT) 16.191 -10.651
Financial income 7.581 12.399
Financial expenses -37.619 -17.236
Profit before tax -13.847 -15.488
Tax for the year -4.327 -2.525
Result for the year -18.174 -18.013
05.05 | Notes
5. Operating Costs continued
It is Group policy to prepare the income statement based on an adapted classification of costs by type in order to show EBITDA before special items.
The table below shows an extract of the income statement adapted to show by type:
Operating costs within gross profit include materials, tools, transport and subcontractors.
62
5. Operating Costs continued
Executive Board and Board of Directors
Remuneration of the executive board and board of directors in the Group and in the parent company amounts for 2022 to DKK 3.475 thousand and for 2021
DKK 912 thousand.
Executive management only consists of one member and the remuneration of the executive management and the board of directors is disclosed collectively
with reference to §98b (3) of the Danish Financial Statements Act.
Incentive Programs
Incentive plans comprise a short-term incentive plan based on yearly performance. The bonus amount was in 2022 DKKm 0,2 and in 2021 DKKm 0,4.
The Group has a management investment program with certain managers of the Group. Under this agreement participating managers can indirectly
subscribe through the parent company for shares in the Group. The acquisition price for the shares is the fair value.
In the consolidated financial statement of the Group, this arrangement has been classified as equity settled transaction because the Group has not obligation
to settle the transaction with the managers. However, since the amount is paid by the managers for the subscription of the shares was the fair value, the
award had no material fair value at grant date and therefore there were no expense recognized in the consolidated statement of comprehensive income
in the year during which shares were subscribed.
05.05 | Notes
6. Special items
2022 2021
Transaction cost directly related to acquisition of Fairwind A/S 0 29.380
Amortisation of customer contracts recognised in business combinations 7.352 6.347
Writedown of Receivables in Russia, and cost resulting from stopping operations in Russia 23.184 0
Mandatory remuneration paid to Ukrainian technicians 3.170 0
Other 2.431 909
Total 36.137 36.636
If special items had not been grouped to special items they would have been
included in the following line items:
Operating costs 3.170 910
Other external cost 25.615 29.379
Depreciation 7.352 6.347
Special items Total 36.137 36.636
63
7. Depreciation, amortisation and impairment losses
2022 2021
Depreciation of property, plant and equipment 21.456 4.688
Depreciation of right-of-use assets 6.528 1.220
Total 27.984 5.908
8. Financial income
2022 2021
Foreign exchange gains 6.761 9.207
Other financial income 820 3.192
Total 7.581 12.399
9. Financial expenses
2022 2021
Interest on debts and borrowings 33.151 12.520
Foreign exchange losses 3.494 2.407
Other interest expenses 974 2.309
Total 37.619 17.236
05.05 | Notes
64
05.05 | Notes
10. Tax for the year
2022 2021
Current tax for the year 12.534 9.453
Changes in deferred tax -8.207 -6.928
4.327 2.525
Tax calculated as 22% of profit/loss before tax -3.046 -3.407
Impact from non-deductible expenses 4.627 6.464
Paid withholding tax recognised as tax expense 3.244 0
Tax in foreign countries -889 0
Other differences, net 391 -532
Total taxes 4.327 2.525
Effective tax rate for the year (%) -31% -16%
Deferred tax beginning of the year 8.138 0
Deferred tax (acquired in business combinatons) 0 15.066
Deferred tax for the year recognised in the statement of profit or loss -8.207 -6.928
Other adjustments 0 0
Deferred tax 31 December -69 8.138
Deferred tax is recognised in the statement of financial positions as
follows:
Deferred tax (assets) -26.674 -27.695
Deferred tax (liabilities) 26.605 35.833
Total -69 8.138
65
11. Intangible Assets
Goodwill Trade Name Total
Cost at 28. May 2021 (Acquired in business combinations) 414.372 98.000 512.372
Additions 0 0 0
Cost at 31. December 2021 414.372 98.000 512.372
Amortisation during the year 0 0 0
Depreciations at 31. December 2021 0 0 0
Carrying amount at 31. December 2021 414.372 98.000 512.372
Cost at 1. January 2022 414.372 98.000 512.372
Additions 0 0 0
Cost at 31. December 2022 414.372 98.000 512.372
Depreciations at 1. January 2022 0 0 0
Amortisation during the year 0 0 0
Depreciations at 31. December 2022 0 0 0
Carrying amount at 31. December 2022 414.372 98.000 512.372
Deferred tax concerns:
28. May
2021
Recognized
in the income
statement
2021
31. Decem-
ber 2021
Recognized
in the income
statement
2022
31. Decem-
ber 2022
Contract assets 0 1.607 1.607 -1.607 0
Intangible assets 0 21.560 21.560 0 21.560
Tangible assets other than contract assets 0 -2.423 -2.423 2.758 335
Tax loss carried forward 0 -13.114 -13.114 -29.215 -42.329
Other, net 0 508 508 19.857 20.365
Total 0 8.138 8.138 -8.207 -69
05.05 | Notes
As at 31 December 2022, DKK 17,770 thousand related to prepayed costs are recognised within Other, net.
66
Management has tested goodwill for impairment in each of the cash-generating units to which such assets have been allocated.
Management has identified the following cash-generating units:
12. Impairment test
05.05 | Notes
Goodwill and trade name have not been allocated to cash-generating units for 2021 as the purchase price allocation related to the business combination
in 2021 were provisional.
Management is of the opinion that the lowest level of cash-generating unit to which the carrying amount of goodwill can be allocated is in each CGU.
In 2022 the impairment test of goodwill showed no impairment.
Key Assumptions
For the purpose of impairment testing the recoverable amount was defined as the value in use. The impairment tests were based on budget for 2023
approved by the Management and financial forecasts for the years 2024-2027 and a terminal period for the CGUs. Assumptions are based on historic trends
as well as external benchmarked data from externally consultants including expectations about the future need for installation of more wind turbines. A
key assumptions in that connection is also, that the group will be able to retain and attract the technicians needed to support the growth.
Projections has been extrapolated with stable growth rates for the years, which is in accordance with the business strategy. These growth rates are in line
with external market predictions of the worldwide industry for Installation and Service of windmills.
The key assumptions are growth rates, pricing, development of new markets and gross margin.
The applied pre-tax discount rates for the CGUs are 10,46% and the estimated average annual growth in revenue and terminal growth is 5%.
Cash-generating units and
related goodwill and trade
name
Goodwill Trade Name
2022 2022
Installation 310.779 73.500
Service 103.593 24.500
67
05.05 | Notes
13. Property, plant and equipment
Other fixtures
and fittings,
tools and
equipment
Cost at 28. May 2021 (Additions from business combinations) 27.201
Other additions 13.002
Disposals -8.041
Exchange rate adjustment 28
Cost at 31. December 2021 32.190
Depreciation at 28. May 2021 (Additions from business combinations) 0
Depreciations during the year -4.688
Depreciations on disposals 702
Exchange rate adjustments 203
Depreciations at 31. December 2021 -3.783
Carrying amount at 31. December 2021 28.407
Cost at 1. January 2022 32.190
Other additions 31.341
Disposals -5.821
Exchange rate adjustment 324
Cost at 31. December 2022 58.033
68
Depreciation at 1. January 2022 -3.783
Depreciations during the year -22.083
Depreciations on disposals 4.375
Exchange rate adjustments -426
Depreciations at 31. December 2022 -21.917
Carrying amount at 31. December 2022 36.117
14. Leases
Offices Cars IT
Cost at 28. May 2021 (Additions from business combinations) 9.929 2.235 93
Other additions 0 446 0
Adjustments and revaluations 0 0 0
Cost at 31. December 2021 9.929 2.681 93
Depreciation at 28. May 2021 (Additions from business combinations) 0 0 0
Depreciations during the year -877 -330 -13
Depreciations at 31. December 2021 -877 -330 -13
Carrying amount at 31. December 2021 9.052 2.351 80
Cost at 1. January 2022 9.929 2.681 93
Other additions 8.795 1.597 0
Adjustments and revaluations 0 0 0
Cost at 31. December 2022 18.724 4.278 93
Depreciation at 1. January 2022 -877 -330 -13
Depreciations during the year -4.681 -1.796 -51
Depreciations at 31. December 2022 -5.558 -2.126 -64
Carrying amount at 31. December 2022 13.165 2.152 29
05.05 | Notes
The maturity split of future payments are listed within note 22.
69
05.05 | Notes
Carrying amounts of lease liabilities and movements during the period:
The following amounts have been recognized in the statement of profit or loss:
The Group had total a cash outflow for leases of DKK 6.662 thousand (2021: DKK 1.250 thousand).
The Group leases offices and lease terms are negotiated on an individual basis and contain different terms and conditions.
Lease liabilities 2022 2021
At 1. January 11.555 12.257
Other additions 10.583 446
Accrual of interest 370 62
Payments -6.292 -1.250
Adjustments -65 40
Lease liabilities at 31 December 16.151 11.555
Non-current 6.300 4.833
Current 9.850 6.722
2022 2021
Depreciation expense of right-to-use assets 6.528 1.220
Interest expense on lease liabilities 370 63
Expense relating to short-term leases (included in other external expenses) 65 40
Total amount recognised in the statement of profit or loss 6.962 1.323
70
No Business combinations were made in 2022.
On September 28 2021, Force Bidco A/S (parent company) acquired 100% of the issued share capital of FairWind Holding ApS (hereafter “FairWind”). With
more than 13 years of experience, FairWind has a broad value proposition within technical installation of wind turbines and other related services.
The acquisition price for 100% of the shares was DKK 595m. Acquisition related costs amounts to DKK 28m and are recognized in special items in profit and
loss and in the cash flows from operations in the statement of cash flows.
The acquired business contributed net sales of DKK 260m and EBIT of DKK 23m to the group for the period from 28 September 2021 to 31 December 2021.
If the acquisition had occurred on 28 May 2021, consolidated proforma net sales and EBIT for the year ended 31 December 2021 would have been DKK 674m
and DKK 64m respectively.
Compared to what was disclosed in the 2021 Annual report, no changes to the purchase price allocation has been made during 2022.
For list of acquired companies please refer note 26: Legal entities.
The fair values of the identifiable assets and liabilities of FairWind A/S as at the date of acquisition were:
15. Acquisition
Fair value at
acquisition
Intangible assets 512.312
Property, plant and equipment 25.349
Right-of-use assets 12.257
Deposits 1.833
Other equity investments 0
Deferred tax assets 9.508
Total non-current assets 561.259
Inventories 2.194
Trade receivables 237.749
Contract assets 109.329
05.05 | Notes
71
Acquired receivables include trade receivables of a fair value of 237,7 MDKK. No receivable has been assessed as irrecoverable at the date of acquisition.
Goodwill relates to e.g. the workforce composition and knowledge, the market position and size of the operations enabling economies of scale, competitive
pricing and a platform for M&A as well as expected new clients and markets.
The total price has been settled in cash.
Other receivables 14.854
Prepayments 13.552
Cash 66.427
Total current assets 444.105
Total assets 1.005.364
Lease liabilities 6.938
Deferred tax liabilities 24.574
Total non-current liabilities 31.512
Interest-bearing liabilities 24.138
Lease liabilities 5.319
Trade payables 200.811
Current tax liabilities -2.632
Other payables 150.819
Total Current liabilities 378.455
Total liabilities 409.967
Total equity and liabilities 1.005.362
Purchase of activity and share capital
Cash paid 595.396
Less acquired cash -66.427
Net outflow of cash - investing activities 528.969
05.05 | Notes
72
Management have assets that there is limited risk of loss on trade receivables in connection with the Group’s receivable from sales activities. The limited
risk is due to a few customers only with a high credit rating. The Group’s trade receivables are amounts due from customers for services performed in the
ordinary course of business. Trade receivables are all classified as current and nothing is due past one year. Trade receivables are recognized initially at the
amount of consideration that is unconditional, and are recognized as services delivered are invoiced to the customer and are not adjusted for any financing
components as credit terms are short, and the financing component therefore insignificant.
Write-downs are related to a project in Russia where our customer is not able to receive payment from the end-client and thus the group has assessed that
the receivable is impaired. This fact does not affect the groups general assessment of credit losses as the write-down is purely related to the geopolitical
situation in Russia.
As the group only deals with a few large customer in the same industry significantly concentration risk exists.
Construction contracts (assets/liabilities)
Contract assets comprise the selling price of work performed where the Group have transferred the installation, service or transport to the customers before
the customer pays consideration or before payment is due, excluding any amounts presented as a receivable. The Group have assessed each contract asset
for impairment in accordance with IFRS 9. The risk on contract balances is limited due to a few customers only with a high credit rating. Contract liabilities
comprise agreed, unconditional payments received on account for work yet to be performed. During 2022, the majority of the contract liability has been
recognized during the year as revenue. Payment is typically due at the time of final delivery of each milestone achievement.
16. Inventories
2022 2021
Raw materials and consumables 3.215 2.333
Write-down inventories 0 0
Total at 31 December 3.215 2.333
In 2022, a total of t.DKK 7.127 (2021 = 6.223) of inventories was included in profit or loss as an expense. This includes an amount of t.DKK 0 (2021 = 0) resulting
from write-down of inventories.
17. Trade receivables
2022 2021
Trade receivables 233.269 206.878
Write-downs -19.883 0
Total 213.386 206.878
18. Contract balances
05.05 | Notes
73
2022 2021
Selling price of contract assets 903.456 741.964
Prepayments from customers -758.700 -639.288
144.756 102.676
Recognised as follows:
Contract assets 156.103 123.924
Contract liabilities -11.347 -21.248
144.756 102.676
Prepayments from customers regarding construction contracts not yet started 166 9.125
19. Working Capital changes
2022 2021
Change in receivables and prepayments -48.310 28.907
Change in trade payables and other debt etc. -51.946 -132.532
Exchange rates adjustments 8.752 6.800
-91.504 -96.825
20. Share capital
2022 2021
Issued and fully paid-up shares:
At 1. January 400 400
Capital increase 366.000 366.000
Share capital at 31. December 366.400 366.400
All contract liabilities included in 2021 (DKK -21.248 thousand) has been recognized as revenue in 2022.
All contracts are for periods of one year or less. As permitted under IFRS 15, the transaction price allocation allocated to these projects is not disclosed.
05.05 | Notes
74
21. Fee to auditors appointed at the annual general meeting
2022 2021
Statutory audit 714 750
Tax and VAT advisory services 71 25
Other services 1.611 250
Total 2.396 1.025
05.05 | Notes
22. Interest-bearing liabilities
2022 2021
Non-current borrowings 367.399 365.085
Current borrowings 156.057 41.956
Total 523.456 407.041
Currency
Interest
rate
Average in-
terest rate
Carrying
amount
Issued Bonds EUR Floating 6% 360.252
Payable to Group Entities DKK Fixed 8% 0
Bank borrowings DKK Floating 3% 35.234
Commitments on leasing agreements DKK Fixed 2% 11.555
Total as of 31. December 2021 407.041
Change in interest-bearing bank borrowings and issued bonds:
Net debt
2/6 2021
Cash
flows
Non cash
flows
Net debt
31/12 2021
Issued Bonds 0 360.252 0 360.252
Payable to Group Entities 0 0 0 0
Bank borrowings 0 11.096 24.138 35.234
Commitments on leasing agreements 0 -1.220 12.775 11.555
Total as of 31. December 2021 0 370.128 36.913 407.041
75
The Group had acquired net interest-bearing liabilities of DKK 24.138 thousand in 2021 part of the DKK 35.234 above. The Group had non-cash additions to
right-of-use assets and lease liabilities of DKK 10.392 thousand (2021: DKK 12.775 thousand).
05.05 | Notes
Issued Bonds EUR Floating 6% 361.099
Payable to Group Entities DKK Fixed 8% 0
Bank borrowings DKK Floating 3% 146.206
Commitments on leasing agreements DKK Fixed 2% 16.151
Total as of 31. December 2022 523.456
Change in interest-bearing bank borrowings and issued bonds:
Net debt
1/1 2022
Cash
flows
Non cash
flows
Net debt
31/12 2022
Issued Bonds 360.252 0 847 361.099
Payable to Group Entities 0 0 0 0
Bank borrowings 35.234 110.972 0 146.206
Commitments on leasing agreements 11.555 -6.662 11.258 16.151
Total as of 31. December 2022 407.041 104.310 12.105 523.456
76
Capital Management
The Group manages its capital to ensure that it will be able to continue
as going concern while maximizing the return to shareholders
through the optimization of the debt and equity balances. The capital
structure of the Group consists of net debt and equity. Management
reviews the capital structure continually to consider if the current
capital structure is in accordance with the Group’s and shareholders’
interests.
Financial Risk Management
Due to the nature of its operations, investments, and financing, the
Group is exposed to a number of financial risks. It is Group policy to
operate with a low risk profile, so that interest rate risk and credit risk
only occur in commercial relationships. The scope and nature of the
Group’s financial instruments appear from the statement of profit
or loss and statement of financial position in accordance with the
accounting policies applied.
Provided below is information about factors that may influence
amounts, time of payment, or reliability of future payments, where
such information is not provided directly in the financial statements.
This note addresses only financial risks directly related to the Group’s
financial instruments.
23. Financial risks
Credit Risk
Credit risk is the risk of a counterpart not meeting its obligations
under a financial instrument or customer contracts, causing a
financial loss. The Group is exposed to credit risk from its operating
activities, primarily trade receivables. The Group tightly monitors and
limit risks and losses on receivables and have established procedures
for such. It is the Group’s assessment that the exposure to credit risk is
not significant dealing mainly with a few very large customers which
shows high Credit rating. Write-downs in 2022 are related to a project
in Russia where our customer is not able to receive payment from
the end-client and thus the group has assessed that the receivable
is impaired. Impairment of receivables amounted to nil in 2021. The
groups general assessment of credit risks is not affected by this, as the
write-down is purely related to the geo-political situation in Russia.
Liquidity Risk
FairWind Group receive majority of the payments based on milestone
achievements. Accordingly, the Group needs sufficient credit facilities
to fund work in progress. The Group continues monitoring the
need of liquidity. At 31 December 2022, the Group has an undrawn
credit facility of DKK 52 million (2021: DKK 177 million) to ensure that
the Group is able to meet its obligations. In 2022 the geopolitical
challenges has increased the group’s net working capital position
leading to the decrease in the undrawn credit facilities compared to
2021. Management considers the credit facilities to be sufficient for
the next 12 months.
The table below summarizes the maturity profile of the Group’s
financial liabilities based on contractual undiscounted payments
which include estimated interest payments. Floating interest
payments on bank borrowings have been determined applying a
forward curve on the underlying interest rate at the reporting date.
05.05 | Notes
77
Interest rate risk
Interest rate risk arises in relation to interest-bearing assets and liabilities. The Group’s interest-bearing debt to credit institutions of DKK 146.206 thousand
(2021: 35.524 thousand) and to Bond obligations of DKK 361.099 thousand (2021: 360.252 thousand) at 31 December 2022. The bond obligations is subject to
a floating rate of interest based on EURIBOR (3 months) reference rate at 6,25% and the credit institutions is subject of interest based on CIBOR (3 months)
reference rate at 2,75%.
If market interest rates increased by one percentage point, the interest rate sensitivity as calculated based on the loan balance to credit institutions at year-
end 2022 would lead to a yearly increase in interest expenses of DKK 5.073 thousand. A corresponding decrease in market interest rates would lead to a
yearly decrease in interest expenses of DKK 5.073 thousand.
05.05 | Notes
Year ended 31. December 2021
Less than
3 months
3 to 12
months
1 to 5
years > 5 years Total
Carrying
amount
Interest-bearing loans and borrowings 7.334 57.237 588.869 0 653.440 492.998
Lease liabilities 1.269 3.806 6.736 0 11.811 11.555
Other payables 8.592 25.775 0 0 34.367 34.368
Trade payables 169.367 0 0 0 169.367 169.367
Total non-derivative financial liabilities 186.562 86.818 595.605 0 868.985 708.288
Year ended 31. December 2022
Interest-bearing loans and borrowings 17.134 51.401 621.156 0 689.691 507.305
Lease liabilities 1.698 5.093 11.682 0 18.473 16.151
Other payables 13.762 41.285 0 0 55.047 55.047
Trade payables 136.188 0 0 0 136.188 136.188
Total non-derivative financial liabilities 168.782 97.779 632.838 0 899.399 714.691
78
Since the Group’s financial instruments measured at amortized cost are either short-term and/or exposed to floating interest rates, Management has
assessed that the carrying amount is a reasonable approximation of fair value exept for the issued bonds listed on Nasdaq Stockholm. The total fair Value
of issued bonds amounts to DKK 349.976 thousand (2021: DKK 374.158 thousand) based on the market Value.
Currency Risk
The group has activities in a variety of countries around the world. Some countries have volatile currencies, which expose the group to currency risks due
to increase or decrease in local currencies compared to DKK. The group attempts to minimize the risk by creating natural hedges between the curren-
cy of the revenue and the currencies of the underlying cost and of the remaining values we generally target contracts in EUR or DKK which reduces the
currency risk. In general the currency development has been unfavorable in 2022 for example in TRY, SEK and GBP but is considered to be unmaterial in
general. However, due to the above the exchange rates adjustments amounts to DKK 3,142 thousand (2021: 5,823 thousand).
23. Financial risks (continued)
Categories of financial assets and financial liabilities measured at amortised cost 2022 2021
Deposits 2.245 1.741
Receivables 213.386 206.898
Cash 48.533 80.284
Financial assets at amortised costs 264.164 288.923
Interest-bearing loan, non-current -361.099 -360.252
Interest-bearing liabilities, current -146.206 -35.234
Lease Liabilities -16.151 -11.555
Trade Payables -136.188 -169.367
Other Payables -28.197 -40.306
Financial liabilities ay amortised costs -687.840 -616.714
05.05 | Notes
79
Contingent Liabilities
The Parent Company participates in a Danish joint taxation arrangement where Force Holdco A/S serves as the administration company.
According to the joint taxation provisions of the Danish Corporation Tax Act, the Parent Company is therefore liable for income taxes etc. for the jointly
taxed entities, and for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed entities. The jointly taxed
entities’ total known net liability under the joint taxation arrangement is disclosed in the administration company’s financial statements.
A subsidiary of Force Bidco A/S is subject to a tax audit related to transfer pricing and potentially facing a tax adjustment. The issue was known at the
purchase time and the seller has deposited an amount which fully covers the potential tax adjustment. The group therefore see no risk allocated to this
potential tax adjustment. The exact amount cannot at the present time be determined reliably.
Collateral
The Group has issued a letter of indemnity with a corporate mortgage of nominal DKK 95,000 thousand as security for the interest-bearing liability with
the bank. The indemnity letter covers trade receivables, which carrying amount, per 31 December 20212 is DKK 213.386 thousand.
The Group has issued security over all shares in Force Bidco A/S towards Bonds.
24. Guarantees, contingent liabilities and collateral
05.05 | Notes
80
Shareholders Registered office Basis of influence
_________________________ _________________________ _________________________
Force Holdco A/S Denmark 100 %
The immediate parent company is Force Holdco A/S; the ultimate parent company is TFF (TSM II) Limited.
Other Related Parties
Other related parties of Force Bidco A/S with a significant influence comprise the Board of Directors and the Executive Board and their related parties.
Remuneration is disclosed in note 5. There were no other related parties identified.
Related party transactions
25. Related parties
2022 2021
Payables to parent company 150 492
Total 150 492
05.05 | Notes
81
26. Legal Entities
Name Country Ownership %
FairWind A/S Denmark 100
FairWind GmbH Germany 100
FairWind Ukraine ApS Denmark 100
FairWind Offshore ApS Denmark 100
FairWind Installation Ltd. United Kingdom 100
FairWind Installation Ltd. South Africa 100
FairWind Sp. Z.o.o Poland 100
FairWind Poland Sp. Z.o.o Poland 100
Wind Service Sweden AB Sweden 100
Sweden Wind Service AB Sweden 100
FairWind Finland Oy Finland 100
FairWind Rüzgar Enerji Hizmetteri Anonim Sikerti Turkey 100
Geos Construction LLC Ukraine 100
FairWind Ukraine LLC Ukraine 100
FairWind Inc. United States 100
FairWind Canada Inc. Canada 100
FairWind Holland B.V. Holland 100
European Wind Academy Sp. Z.o.o Poland 100
FairWind RUS LLC Russia 100
White Strit LLC Kazakhstan 100
FairWind Installation SLU Spain 100
FairWind Argentina S.A.U. Argentina 100
FairWind AUS PLY Ltd. Australia 100
FairWind Logistics Sp. Z.o.o Poland 100
Vestwind A/S Denmark 100
FairWind Installation Morocco SARL Morocco 100
FairWind Chile SPA Chile 100
05.05 | Notes
82
Subsequent to the balance sheet date FairWind has from one of its customers received a warranty claim regarding works finalized in 2019 to 2021. It is the
assessment of the management of FairWind, that the claim is unquantified and unsubstantiated and FairWind is not to be held liable. Further the warranty
claim is considered covered by insurance, should it potentially materialize, hence no provision have been made. No other events that could significantly
affect the financial statement as of 31 December 2022 have occurred.
27. Events after the Reporting Period
05.05 | Notes
83
06.01 | Parent profit & Loss
Parent Company Financial Statements
DKK’000
2022 2021
Profit and Loss Note
1/1 to
31/12
28/5 to
31/12
Administrative costs 3 -4.893 -23.099
Other operating income and expenses 4 2.312 0
Operating profit/loss before deprecition and amortisation (EBITDA) -2.581 -23.099
Income/loss from investments in subsidiaries 7 880 20.376
Financial Income 5 7.173 1.679
Financial expenses 5 -26.633 -19.510
Profit before tax -21.161 -20.554
Tax for the year 6 2.987 2.541
Total comprehensive income for the year -18.174 -18.013
Attributable to:
Shareholders of Force Bidco A/S -18.174 -18.013
84
Statement of other comprehensive income
DKK’000 2022 2021
Result for the year -18.174 -18.013
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign operations -3.142 -5.823
Total comprehensive income/loss -21.316 -23.836
Attributable to:
Shareholders of Force Bidco A/S -21.316 -23.836
06.01 | Parent profit & Loss
85
Parent Company Financial Statements
DKK’000
Assets Note 31/12-2022 31/12-2021
Investment in subsidiaries 7 607.687 609.949
Receivables from group entities 76.758 97.512
Deferred tax 6 5.528 2.541
Total non-current assets 689.973 710.002
Cash 529 17.907
Other receivables 0 99
Total current assets 529 18.006
Total Assets 690.502 728.008
06.02 | Parent Balance
86
Parent Company Financial Statements
DKK’000
Equity and Liabilities Note 1/1 to 31/12 28/5 to 31/12
Share Capital 9 400 400
Share premium 366.000 366.000
Retained earnings -45.152 -23.836
Total equity 321.248 342.564
Interest-bearing liabilities 10 361.099 360.252
Total non-current liabilities 361.099 360.252
Interest-bearing liabilities 0 1
Trade payables 399 18.667
Payables to group entities 0 492
Other payables 7.756 6.032
Total current liabilities 8.155 25.192
Total liabilities 369.254 385.444
Total equity and liabilities 690.502 728.008
06.02 | Parent Balance
87
Parent Company Financial Statements
DKK’000
Statement of changes in equity
Share
capital
Share
premium
Retained
earnings Total
Balance at 28. May 2021 0 0 0 0
Total comprehensive income
Net profit/(loss) for the period 0 0 -18.013 -18.013
Adjustment of investments through foreign exchange adjustments 0 0 -5.823 -5.823
Total comprehensive income for the year 0 0 -23.836 -23.836
Transactions with owners
Initial capital increse 400 0 0 400
Capital increase, 2021 0 366.000 0 366.000
Total transactions with owners 400 366.000 0 366.400
Balance at 31. December 2021 400 366.000 -23.836 342.564
06.03 | Parent changes in equity
88
06.03 | Parent changes in equity
Balance at 1. January 2022 400 366.000 -23.836 342.564
Total comprehensive income
Net profit/(loss) for the period 0 0 -18.174 -18.174
Adjustment of investments through foreign exchange adjustments 0 0 -3.142 -3.142
Total comprehensive income for the year 0 0 -21.316 -21.316
Transactions with owners
Initial capital increase 0 0 0 0
Capital increase, 2022 0 0 0 0
Total transactions with owners 0 0 0 0
Balance at 31. December 2022 400 366.000 -45.152 321.248
89
Parent Company Financial Statements
DKK’000
Cashflow statement Note 1/1 to 31/12 28/5 to 31/12
Operating profit/loss -2.581 -23.099
Change in working capital 8 -16.937 25.092
Financial income received 7.173 1.679
Financial expenses paid -25.786 -19.510
Income taxes refunded/(paid) 0 0
Cash flow from operating activities -38.131 -15.838
Investments in subsidiaries 7 0 -595.396
Receivables from group entities 20.754 -97.512
Cash flow from investing activities 20.754 -692.908
Proceeds from long-term liabilities 10 0 371.893
Amortized loan cost 10 0 -11.641
Cash capital increase 0 366.400
Cash flow from overdraft facilities -1 1
Cash flow from financing activities -1 726.653
Change in cash and cash equivalents -17.378 17.907
Opening cash and cash equivalence 17.907 0
Market value adjustment of opening cash and cash equivalence 0 0
Change in cash and cash equivalence for the year -17.378 17.907
Cash 31 December 529 17.907
06.04 | Parent cash flow statement
90
Notes
1. Accounting policies
2. Significant accounting judgements, estimates and assumptions
3. Administrative costs
5. Financial income and expenses
6. Tax for the year
7. Investments in subsidiaries
8. Working capital changes
9. Share Capital
10. Interest-bearing liabilities
10. Financial Risks
11. Guarantees, contingent liabilities and collateral
12. Related Parties
13. Legal entities
14. Events after the reporting period
06.05 | Parent notes
91
The separate Parent Company Financial Statements have been incorporated in the Annual Report because a separate set of financial statements is
required for the Parent Company under DFSA requirements for annual reports of reporting class B enterprises. The Company is required to apply the
requirements for reporting class B enterprises, cf. the Danish Executive Order on Adoption of IFRSs (“IFRS bekendtgørelsen”) issued in accordance with
the Danish Financial Statements Act (“DFSA”). The Financial Statement for the Parent Company is in accordance with IFRS. Therefore the accounting
principles is the same as the one applied in the consolidated financial statement except from the items below.
Investments in subsidiaries
A proportionate share of the underlying entities’ profit/ loss after tax is recognized in the income statement according to the equity method. Shares of
profit/ loss after tax in subsidiaries are presented as separate line items in the income statement.
Receivables from group entities and other receivables
Receivables from group entities and other receivables are measured at amortized cost less allowance for expected credit losses.
To measure the expected credit losses, credit risk for trade receivables has been based on an individual assessment. Trade receivables are written off
when all possible options have been exhausted and there is no reasonable expectation of recovery.
1. Summary of Significant Accounting Policies
2. Significant Accounting Judgements, Estimates and Assumptions
The cost of allowances for expected credit losses and write-offs for trade receivables are recognized in the statement of profit or loss in other external
expenses.
For the significant accounting judgements, estimates and assumptions, please refer to note 3 to the consolidated financial statements on accounting
policies.
06.04 | Parent notes
91
92
06.04 | Parent notes
4. Other operating income
(1/1 to 31/12) (2/6) to 31/12)
Management fee 2.312
Total 2.312 0
3. Administrative costs
Salaries (1/1 to 31/12) (2/6) to 31/12)
Wages and salaries 2.254 898
Pensions 375 28
Other social security costs 5 0
Other staff costs 61 -14
Total 2.695 912
Average numbers of employees during the year 1 1
Administrative costs (1/1 to 31/12) (2/6) to 31/12)
Subscriptions 242 101
Consultancy 812 3.310
Audit 1.021 0
Miscellaneous 123 18.776
Total 2.198 22.187
Total Administrative Cost 4.893 23.099
93
5. Financial income and expenses
(1/1 to 31/12) (2/6) to 31/12)
Interest receivables, group entities 6.094 1.533
Interest - bank deposits etc. 1 0
Foreign exchange gains - bonds etc. 1.078 146
Total income 7.173 1.679
Interest on debts and borrowings 24.712 11.957
Foreign exchange losses and other adjustments 1.068 214
Other interest expenses 853 7.339
Total expenses 26.633 19.510
06.04 | Parent notes
6. Tax for the year
(1/1 to 31/12) (2/6) to 31/12)
Current tax for the year income 0 0
Changes in deferred tax 2.987 2.541
2.987 2.541
Tax calculated as 22% of profit/loss before tax 4.655 4.522
Income/loss from investments in subsidiaries 194 4.483
Impact from non-deductible expenses -1.862 -6.464
Effective tax 2.987 2.541
Tax rate for the year (%) 14% 12%
94
06.04 | Parent notes
Deferred tax liabilities, net
Deferred tax 1 January 2.541 0
Deferred tax for the year recognized in the Statement of profit or loss 2.987 2.541
Other adjustments 0 0
Defed tax 31 December 5.528 2.541
Deferred tax is recognized in the statement of financial position as follows:
Deferred tax (asset) from tax loss carry forward 5.528 2.541
Deferred tax (liability) 0 0
Total 5.528 2.541
7. Investments in subsidiaries
(1/1 to 31/12) (2/6) to 31/12)
Costs at the beginning of the year 595.396 0
Additions 0 595.396
Costs at 31 December 595.396 595.396
Value adjustment at the beginning of the
year 14.553 0
Foreign exchange adjustments -3.142 -5.823
Profit/loss for the year 880 20.376
Value adjustment at 31 December 12.291 14.553
Carrying amount at 31 December 607.687 609.949
8. Working capital changes
(1/1 to 31/12) (2/6) to 31/12)
Change in receivables and prepayments 99 -99
Change in trade payables and other debts etc. -17.036 25.191
Total -16.937 25.092
95
9. Share Capital
06.04 | Parent notes
10. Interest-bearing
liabilities
31/12-2022 31/12-2021
Long-term debt is due as follows:
0-1 year 0 0
1-3 year 0 0
3-5 year 371.893 371.893
> 5 year 0 0
Amortized loan cost -10.794 -11.641
Total 361.099 360.252
Liabilities at 1. January 360.252 0
Bond issued 0 371.893
Amortized loan cost 847 -11.641
Liabilities at 31. December 361.099 360.252
The share capital consist of 400.366 shares of DKK 1 each, corresponding to a share capital of 400.366 DKK.
No shares carry special rights.
96
The financial risks and financial instruments of Force Bidco relate to the bond loan of 50 MEUR as described in note 23 to the consolidated financial
statements.
Please refer to this note for further information on financial instruments and risk elements.
Furthermore the parent company has both financial risk and liquidity risk related to receivables from group enterprises and the ability for group companies
to repay as needed for the parent company to meet its obligations. Management sees this risk as insignificant.
11. Financial, liquidity and currency risks
06.04 | Parent notes
12. Guarantees, contingent liabilities and collateral
Contingent Liabilities
The Parent Company participates in a Danish joint taxation arrangement where Force Holdco A/S serves as the administration company.
According to the joint taxation provisions of the Danish Corporation Tax Act, the Parent Company is therefore liable for income taxes etc. for the jointly taxed
entities, and for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed entities. The jointly taxed entities’
total known net liability under the joint taxation arrangement is disclosed in the administration company’s financial statements.
Collateral
The parent company has issued security over all shares in Force Bidco A/S towards Bonds.
13. Related parties
31/12-2022 31/12-2021
Related Party Capital Loan Capital (Subsidiary) -76.758 -95.979
Related party loan capital, interest (Subsidiary) -6.094 -1.533
Related Party Payables (Parent) 0 492
97
For legal entities please refer note 26 in the consolidated financial statements.
14. Legal entities
06.04 | Parent notes
97
15. Events after the reporting period
For events after the reporting period please refer note 27 in the consolidated financial statements.
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