Annual Report • Jun 30, 2023
Annual Report
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| Signers: | ||
|---|---|---|
| Name/Phone | Method | Date |
| Sundling, Nils Pettersen, Trond |
BANKID BANKID |
2023-06-30 06:39 2023-06-29 17:16 |
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Document ID: 69e3fe91-999e-4c34-ab1f-40522d94f7eb
| Name/Phone | |
|---|---|
| ------------ | -- |
Mathisen, Stig Aleksander Kjos, Bjørn Vahid Reza Toosi Sundling, Nils Kjos-mathisen, Anna Helene
Skulevold, Sturle Valheim
| Method | Date |
|---|---|
| BANKID | 2023-05-03 13:30 |
| BANKID | 2023-05-03 17:08 |
| BANKID | 2023-05-03 13:48 |
| BANKID | 2023-05-03 13:33 |
| BANKID MOBILE | 2023-05-11 10:23 |
| BANKID | 2023-05-11 08:53 |
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This file is sealed with a digital signature. The seal is a guarantee for the
authenticity of the document.
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
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Annual Report 2022
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
Document ID: 69e3fe91-999e-4c34-ab1f-40522d94f7eb
| This is NBX | 1 |
|---|---|
| Letter from CEO | 2 |
| The year in brief | 4 |
| 2022 Highlights | 5 |
| Developments | 6 |
| Risk factors & uncertainties | 11 |
| Corporate governance | 13 |
| Financial review | 15 |
| Financial statements | 26 |
| Notes | 22 |
Norwegian Block Exchange
NBX, headquartered in Oslo, Norway, is a financial services company that specializes in developing digital asset-based products. Our goal is to make the world of digital assets accessible to everyone. We are committed to expanding our reliable and innovative services enabled by crypto, including our latest compliance and custody services, staking, and credit card with bitcoin cashback.
Our unwavering belief in cryptocurrency as a fundamental component of the future financial infrastructure is what drives us forward. In 2022 NBX successfully obtained an E-money license, which is a major next step to providing banking services to our customers.
NBX is registered with the Norwegian Financial Supervisory Authority (Finanstilsynet), audited by Moore and is listed on Oslo Stock Exchange Euronext Growth.
This report covers both NBX and NBX Capital as a group of companies.
Norwegian Block Exchange
24 Employees 9 Nationalities 19 Countries
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
$\mathbf{1}$
NBX entered 2022 full steam ahead with high growth ambitions on an optimistic and rising market, but the market conditions quickly turned bad, and continued getting worse and worse throughout the year accumulating with the collapse of the crypto exchange FTX in November. During the year many crypto companies with risky business models were flushed out and regulators increased focus on the crypto industry. The change in the market conditions forced us to change strategy and focus on cost reduction and alternative revenue streams. None of the above are done at the stroke of a pen and the effects did not really materialize before Q4. Looking back we could have been even faster and harder on the cost reductions earlier on.
On the positive side 2022 was the company's most productive year when it comes to releasing new features, products and services. Such that the money spent is certainly not sunk cost, but money invested in building NBX as a platform and gateway to digital finance. The participation on Project Icebreaker for Norges Bank was a great success for NBX and we really placed NBX on the map as a serious actor for software development in digital finance.
While regulatory uncertainty paralyzes the American market at the moment, the progress and coming implementation across EU/EEA of EU's Crypto regulation MICA (Markets in Crypto Assets) levels the European playground for Crypto actors. We expect this to generate several new business opportunities, especially within asset tokenization. A field where NBX is definitely one of the stronger candidates in the Nordics.
As we are soon seeing May on the calendar in 2023 we are still having laser focus on cost, and while costs are half of what they were so far last year - we are just as productive as we were last year. Going forward we expect to release the NBX Visa Credit Card medio May first in Norway, then Sweden hopefully within a few months. Thereafter Finland and Denmark pending on how the product is performing in the released markets, current projections shows that around 6000 cards brings the card product in break-even and about 12000 cards put the whole company in the green.
We also expect more ad-hoc work on tokenization of assets and value objects, and building token economies around the tokenized assets.
Best regards Stig Daglig leder/CEO
Norwegian Block Exchange
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
$\mathfrak{D}$
2022 was a year with many events in the crypto industry. But unlike 2021 the developments were to a large extent not advantageous for bringing the industry forward. Prices went overall down, several important players went bankrupt and industry integrity has been challenged. We do however believe that the crypto industry will come out stronger with more stability and trust as customers, investors and regulators increase their focus on more sustainable businesses.
NBX has continued to expand the customer base, developing new products and services and strengthened the position as the crypto exchange in the Nordics with the strongest regulatory foothold.
| - All time high new verified customers - Launch of multiple new trading pairs - First Nordic crypto company entering agreement with Adyen |
|---|
| - Mobile app launch - Launch Vipps and card payments - E-money license granted from the FSA - Social login launch |
| - NBX Crypto Compliance Center - Signed with Nordiska on credit line for NBX Visa credit card - Signed with Enfuce and ELS on card as a service and card issuance - Started NBX Visa credit card project |
| - Launch of ADA staking - CBDC with the Central Bank of Norway |
| 2022 | 2021 | |
|---|---|---|
| Operating income | 6 723 | 7 825 |
| Operating expenses | 52 367 | 49 640 |
| Operating profit | $-456644$ | $-41815$ |
| Financial income | $-329$ | 10 812 |
| Net profit | $-35860$ | $-24$ 182 |
| EBIT | $-460085$ | $-31,100$ |
| EBITDA | $-44$ 480 | $-29.325$ |
In 2022 NBX continued the focus on delivering value to our customers. The company launched several new trading pairs, a new mobile app for both iOS and Android, and was the first company in Norway offering Vipps and card payments. NBX was also the first Scandinavian business that offered staking to their customers when Cardano staking was launched in Q3. The business development investments also paid dividends when agreements were made with Enfuce and Nordiska on delivering the NBX Visa Credit Card, the first credit card offering cashback in bitcoin.
In Q2 NBX was granted the e-money license from the Norwegian FSA. NBX is the first crypto company, and the only when this is written, to receive this license. This ensures NBX can continue to hold fiat on behalf of customers, and enables the international operation with a passportable license. NBX chose to not activate the license in 2022.
As a consequence of the shift in market conditions, NBX initiated cost reduction measures across the organization in Q2. By the last quarter of 2022, operating expenses were down by 55 %.. In the highlights above the operating expenses includes depreciation and amortization expenses. It also includes impairment expenses that is 147% higher than in 2021 which is not directly connected to the operating expenses.
NBX was chosen as development partner by the Central Bank of Norway for project Icebreaker. The role of NBX was to develop the solution for cross border payments with all the countries participating in the project. The project was successfully completed and, we believe, opens the door for NBX using the unique set of skills in the organization towards new business segments.
Norwegian Block Exchange
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The total platform volume of the fourth quarter 2022 ended at MNOK 86, and the total accumulated volume for 2022 ended at MNOK 547. Platform volume is shown below, where the columns are quarterly numbers, represented on the left axis. The accumulated volume is represented by the volume chart on the right axis.
OTC trading, where customers want to do larger deals, or trade in tokens not registered at our exchange, continues to see steady volumes. OTC trading outside the platform accounted for MNOK 82 for 2022 in total. Like last year, most of the OTC volume in 2022 came from trading USDC, USDT and ETH, but we have also traded other tokens such as DAI and LINK.
Including both the platform and the OTC trading, total volume traded in 2022 was MNOK 629. Compared to last year(BNOK 1.36), the decline in total volume traded was 53%, which can be attributed to the prevailing market conditions in the crypto industry. We remain committed to providing the best possible trading experience for our customers, and are confident that our efforts will result in continued growth and success in the future.
Norwegian Block Exchange
At NBX there are three different distinctions of users:
Throughout 2022, we observed growth across all user groups, with the peak growth occurring in Q1. However, growth slowed down afterwards, which can be attributed to the prevailing market conditions in the crypto industry, specifically the declining prices commonly referred to as the "crypto winter".
The first quarter of 2022 saw the highest number of unique users on the NBX platform for all time, but thereafter, user interest started to decline.
Registered and verified users are seeing steady growth, peaking in the first quarter of 2022. The annual increase in registered and verified users shows the steady interest of new users in the NBX platform. By the end of 2021, there were around 50,000 registered users and 18,000 verified users. However, by the end of 2022, the numbers had increased to approximately 80,000 registered users and 30,000 verified users, representing an annual growth of 60% and 67%, respectively.
Norwegian Block Exchange
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
$\overline{7}$
BTC steadily remains the cryptocurrency with the most volume traded on the exchange, with ETH ending the year with a strong second place. USDC saw a spike in volume traded in the summer months, but has since eased off some. On ADA we launched staking in Q4, and we see that it is having a positive impact on the ADA volume right from the beginning of the staking launch.
In 2022 we successfully implemented several cost cutting measures to strengthen our financial position. Generally, the total operating expenses between Q4 2021 and Q4 2022 was down by 55% (Recruitment expense down by 56%, other staff expenses down by 42%, marketing expense down by 58%, internet expense down by 49%, staff education & training down by 97%, meeting & courses expense down by 63%, Market making services down by 13%, office supplies down by 99%, buying services from outside down by 98%, economics & legal aid down by 75%, and
office services down by 7%) While some other payroll cost was down by 49%. By optimizing the resource allocation, NBX was able to cut costs without compromising the quality of its services. Overall, the cost cutting initiatives have positioned us for growth and success in the years to come.
Structural changes in international markets cause continuous changes in the competitive outlook. Failure to adapt to changes may have adverse consequences for the company's position or represent a loss of opportunity. There is a trend for the authorities to impose stricter requirements on businesses in the financial sector and this trend will likely apply to crypto as well, as the industry matures. This may affect the capital adequacy requirements that apply to the activities carried out by the company, and may also have an adverse effect in the future on the level of activity in the market in general. Future changes in EU regulation may affect the company's future revenues.
The company's market risk is linked to developments in both national and international markets. The company's goal of becoming a global player in virtual currency and blockchain technology is affected by future regulations in various countries. The company is directly dependent on being able to adapt to the regulations that exist in countries where the company has a presence.
Operating income mainly comes from commission-based earnings from trading on the trading platform, 2022 was characterized by unrest and turbulence in the crypto industry and we foresee more of this, but this also represents the opportunity to rise for serious actors like NBX. The next year will most likely be a year of consolidation for the crypto industry after which the competition again will increase in the market, both from national and international players.
Currently, the market in the Nordic region is stable and apparently not very price sensitive. We have competitive pricing compared to other Nordic exchanges, but a price war or the entry of a major international player in the Nordic market could affect earnings. In accordance with the planned roadmap, we foresee several revenue streams from the imminent launch of the NBX Visa Credit Card with Bitcoin cashback, as well as from future e-commerce, bank and fixed income products to reduce the vulnerability associated with the revenue stream.
The company does not provide services on credit as settlement takes place immediately upon trading.
The company is still in a start-up phase, and one of the main activities is investment in development of new services and products where the return is expected in the future. At the same time, the company continuously launches revenue-generating services and products. The inherent skepticism to crypto from traditional finance and other industries is a hurdle for rapid
Norwegian Block Exchange
$1O$
development and integration with partners and NBX have spent much time educating partners on blockchain technology and assurances on our own thorough AML regime. This continues to pose a risk that development will take longer than anticipated. Regulatory obstacles may also delay the launch of products and services. Ultimately, this may cause a need for increased liquidity in order to maintain desired progress.
The company has costs related to various currencies based on both employees and service providers. No hedging positions have been entered into for these. In the future, the company will have an income stream in several of these currencies. This will then be a natural hedge. The company also has working capital in virtual currencies, where Bitcoin makes up the majority. NBX hedges crypto exposure in tokens where NBX operates a market making function.
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
$11$
Corporate governance
The company is not subject to the Norwegian Corporate Governance Code (the "Corporate" Governance Code"), but the company will consider implementation of the recommendations of the Corporate Governance Code over time.
The annual general meeting for 2022 took place on the 27th of May at Fornebu.
The Board of Directors is the company's highest decision-making body after the Annual General Meeting. The Board of Directors is responsible for the strategic lead and supervision of the company's overall activity, as well as for the risk management process, in order for these to be consistent with company strategy.
The Board of Directors is vested with all the powers for the ordinary and extraordinary management of the Company and has the authority to perform all acts that it deems necessary and appropriate for pursuing the corporate purpose. Independent auditing of NBX is performed pursuant to the law by the audit firm. Entering 2022 the Board of Directors consisted of four persons, three men and one woman: Bjørn Kjos (Chair), Kari Due-Andresen, Sturle Skulevold and Nils Sundling. In April, Sundling replaced Kjos as Chair of the board. At the extraordinary general meeting on November 8th a new board of directors was appointed. To comply with e-money license regulations, the new board of directors now consists of five persons:
Independent auditing of NBX is performed pursuant to the law by the audit firm (Moore).
The board considers the working environment in the company to be good. No special measures have been implemented in this regard. Employees in the company have not been exposed
Norwegian Block Exchange
13
to accidents or injuries in connection with the performance of their work. Total sick leave last year has been a total of 42 days, which constitutes about 1% of total working hours in the financial year.
Norwegian Block Exchange AS aims to be a workplace where there is full equality between women and men, and has incorporated a personnel policy that is considered to be gender neutral in all areas. At the end of the year, the company had 13 employees in Norway and 4 in Latvia. The workforce is split between 4 women and 13 men. In addition, NBX had 7 employees on contract in different European locations.
The company's board consists of 5 people, of which 1 is a woman.
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
$14$
In 2022, the company's main focus was development and launch of new products, utilizing the flexibility in previous platform investments. The total operating profit in 2022 amounted to MNOK -46 (MNOK -45.6 mother and MNOK 0.02 daughter), of which capitalized development costs amounted to MNOK 9.9 (75/25 split between development and operating costs). This is mainly salary for developers and costs in connection with computing power and cloud services related to development.
In 2022, salary expenses accumulated to MNOK 21. This is salaries for management and personnel not directly involved with the development activities. Of other operating costs, MNOK 6.0 has been expensed in depreciation of fixed assets and intangible assets, and MNOK 25.2 in other operating costs. Of these, the main items are:
The company had long-term debt MNOK 1.0 at the end of 2022. Furthermore, MNOK 1.8 is public taxes and MNOK 1.2 is accounts payable.
The annual result was a loss of MNOK 36. Equity at the end of 2021 was MNOK 80.6, and equity at the end of 2022 was MNOK 62.
In accordance with section 3-3a of the Accounting Act, it is confirmed that the assumption of continued operation is present and that this assumption has been used as a basis for the preparation of the accounts.
The board is not aware of any matters of importance for assessing the company's position and results that are not stated in the accounts and the balance sheet with notes. Nor have circumstances occurred after the end of the financial year that, in the Board's view, are important in assessing the accounts.
Norwegian Block Exchange
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Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
Document ID: 69e3fe91-999e-4c34-ab1f-40522d94f7eb
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| Parent | Group | Group | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Revenue statement | Notes | 2022 | 2021 | |||||
| Operating income | ||||||||||
| 1 221 132 | 83 751 | Revenue | 1 221 132 | 83 751 | ||||||
| 5 501 903 | 7 741 927 | Other income | 5 501 903 | 7 741 927 | ||||||
| 6 723 035 | 7 825 678 | Total income | 6 723 035 | 7 825 678 | ||||||
| Operating expenses | ||||||||||
| 20 714 026 | 16 133 749 | Employee benefits expense | 3 | 20 714 026 | 16 133 749 | |||||
| 1 605 241 | 1 751 060 | Depreciation and amortisation expenses | 4,5 | 1 605 241 | 1 751 060 | |||||
| 4 449 177 | 29 990 | Impairment loss | 4,5 | 4 449 177 | 29 990 | |||||
| 25 584 712 | 32 151 623 | Other expenses | 3 | 25 598 769 | 31 725 528 | |||||
| 52 353 156 | 50 066 422 | Total expenses | 52 367 213 | 49 640 327 | ||||||
| $-45630121$ | $-42$ 240 743 | Operating profit | $-45644178$ | $-41814648$ | ||||||
| Financial income and expenses | ||||
|---|---|---|---|---|
| 0 | 417 939 | Income from subsidiaries | 0 0 |
|
| Ø | 3 503 | Other interest income | 0 3 503 |
|
| 1 850 780 |
15 679 960 | Other financial income | 1 851 226 | 15 687 924 |
| $-111850$ | $-107$ 742 | Other Interest expenses | $-112$ 558 | $-107$ 742 |
| $-2067463$ | $-4$ 755 193 | Other financial expenses | $-2$ 067 463 | $-4$ 771 313 |
| $-328$ 532 | 11 238 467 | Net financial items | $-328$ 794 | 10 812 372 |
| $-45$ 958 653 | $-31002276$ | Net profit before tax | $-45$ 972 973 | $-31002276$ |
| $-10$ 110 725 | $-6$ 820 501 | Income tax expense | $-10$ 113 875 | $-6$ 820 501 |
| $-35847928$ | $-24$ 181 775 | Net profit after tax | $-3589098$ | $-24$ 181 775 |
| $-35847928$ | $-24$ 181 775 | Net profit or loss | $-3589098$ | $-24$ 181 775 |
| Attributable to | ||||
| 35 847 928 | 24 181 775 | Loss brought forward |
$-35847928 - 24181775$
Total
| 2021 44 545 195 1 662 045 17 887 589 64 094 829 2 322 769 536 858 2 859 627 |
|---|
| 0 0 |
| 66 954 456 |
| 14 804 |
| 0 |
| 1 021 691 |
| 0 |
| 1 036 496 |
| 21 702 328 |
| 21 702 328 |
| 3 724 185 |
| 50 092 847 |
| 53 817 032 |
| 76 555 856 |
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
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| Parent | Group | Group | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Balance pr 31.12 | Notes | 2022 | 2021 | ||||||||
| Equity and liabilities | |||||||||||||
| Equity | |||||||||||||
| 54 596 389 | 51 917 349 | Share capital | 7, 11, 12 | 54 596 389 | 51 917 349 | ||||||||
| 106 562 718 | 92 115 948 | Share premium reserve | 7 | 106 562 718 | 92 115 948 | ||||||||
| $-2$ 705 570 | $-2$ 705 570 | Paid-in capital | 7 | $-2$ 705 570 | $-2$ 705 570 | ||||||||
| 158 453 536 | 141 327 726 | Total paid-up equity | 158 453 536 | 141 327 726 | |||||||||
| Retained earnings | |||||||||||||
| $-96$ 579 912 | $-60$ 731 984 | Uncovered loss | 7,13 -96 591 082 | $-60$ 731 984 | |||||||||
| -96 579 912 | $-60$ 731 984 | Total retained earnings | $-96$ 591 082 | $-60$ 731 984 | |||||||||
| 61 873 624 | 80 595 742 | Total equity | 61 862 454 | 80 595 742 | |||||||||
| Liabilities | |||||||||||||
| Other long-term liabilities | |||||||||||||
| 1 096 846 | 2 468 299 | Leasing obligations | 5 | 1 096 846 | 2 468 299 | ||||||||
| 1 096 846 | 2 468 299 | Total non-current liabilities | 1 096 846 | 2 468 299 | |||||||||
| 1 096 846 | 2 468 299 | Total long-term liabilities | 1 096 846 | 2 468 299 | |||||||||
| Current liabilities | |||||||||||||
| 17 550 000 | 0 | Convertible debt | 14 | 17 550 000 | 0 | ||||||||
| 74 | 358 | 88 504 | Liabilities to financial institutions | 74 358 | 88 504 | ||||||||
| 1 280 767 | 3 878 243 | Trade payables | 1 290 870 | 3 713 243 | |||||||||
| 1 691 246 | 2 730 718 | Public duties payable | 1 748 769 | 2 796 718 | |||||||||
| 14 911 305 17 014 218 |
50 | 3 754 959 092 847 |
Other current liabilities Customers funds |
8 10 |
17 | 14 911 305 014 218 |
50 | 3 754 959 092 847 |
|||||
| 52 521 893 | 60 545 271 | Total current liabilities | 52 589 520 | 60 446 271 | |||||||||
| 53 618 739 | 63 013 570 | Total liabilities | 53 686 365 | 62 914 570 | |||||||||
| 115 492 363 | 143 609 312 | Total equity and liabilities | 115 548 820 | 143 510 312 |
| Parent | Group | ||||
|---|---|---|---|---|---|
| 2022 | 2021 | Statement of cash flows (NRS - Indirect model) |
Notes | 2022 | 2021 |
| Cash flows from operating activities | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $-45$ 958 653 | $-31$ 002 276 | Profit/loss before tax | $-45$ 972 973 | $-31$ 002 276 | |||||||
| 0 | 1 986 | Loss/gain on the sale of fixed assets | 0 | 1 986 | |||||||
| 1 605 241 | 1 751 060 | Ordinary depreciation | 1 605 241 | 1 751 060 | |||||||
| 4 449 177 | 29 990 | Impairment of fixed assets | 4 | 449 177 | 29 990 | ||||||
| $-727$ | 658 | $-14.804$ | Change in accounts receivable | $-727658$ | $-14.804$ | ||||||
| $-2$ 597 477 | 2 820 386 | Change in accounts payable | $-2$ 422 374 | 2 655 386 | |||||||
| 9 616 624 | $-21$ 493 147 | Items classified as investment or financing activities | 9 616 624 | $-21$ 493 147 | |||||||
| $-22$ 453 513 | 45 976 474 | Change in other accrual items | $-22$ 777 | 429 | 46 460 413 | ||||||
| -56 | 066 258 | $-1$ 930 330 | Net cash flows from operating activities | $-56$ 229 391 | $-1$ 611 391 |
| Cash flows from investment activities | ||||
|---|---|---|---|---|
| Ø | 6 500 | Proceeds from the sale of fixed assets | Ø | 6 500 |
| 912 877 9 |
11 678 486 | Payments for the purchase of fixed assets | 912 877 9 |
678 486 11 |
| 0 | 30 000 | Payments for the purchase of shares and participations in other companies |
Ø | Ø |
| $-9$ 912 877 | $-11$ 701 986 | Net cash flows from investment activities | $-9$ 912 877 | $-11$ 671 986 |
| Cash flows from financing activities | ||||
| 550 000 17 |
0 | Proceeds from the issuance of new current liabilities | 550 000 17 |
0 |
| 1 371 453 | 789 307 | Payments from the repayment of long-term liabilities | 1 371 453 | 789 307 |
| $-14$ 146 | 88 504 | Net change in bank overdraft | $-14$ 146 | 88 504 |
| 17 125 810 | 1 772 975 | Proceeds from equity | 125 810 17 |
772 975 |
| $-32$ 688 924 | $-12,560,145$ | Net change in cash and cash equivalents | $-32$ 852 057 | $-12$ 211 206 |
|---|---|---|---|---|
| 53 468 093 | 66 028 238 | Cash and cash equivalents at the end of the period | 53 817 032 | 66 028 238 |
| 20 779 169 | 53 468 093 | Cash and cash equivalents at the end of the period | 20 964 975 | 53 817 032 |
| -704 500 | $-643$ 513 | Restricted bank deposits | -704 500 | $-643513$ |
| 20 074 668 | 52 824 580 | Net liquidity at 31.12 | 20 260 475 | 53 173 519 |
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| $\sim$ $\sim$ $\sim$ $\sim$ | Share capital | Share premium reserve |
Other paid- in capital |
Uncovered loss |
Total equity capital |
|---|---|---|---|---|---|
| Equity at 01.01 | 51 917 349 | 92 115 948 | $-2,705,570$ | $-60$ 731 984 | 80 595 742 |
| Capital increase | 2 679 040 | 14 446 770 | Ø | Ø | 17 125 810 |
| Result of the year | 0 | 0 | Ø | $-3589098$ | $-3589098$ |
| Equity at 31.12 | 54 596 389 | 106 562 718 | $-2$ 705 570 | $-96$ 591 082 | 862 454 61 |
| Equity at 01.01 | 51 917 349 | 92 115 948 | -2 705 570 | -60 731 984 | 80 595 742 |
|---|---|---|---|---|---|
| Capital increase | 2 679 040 | 14 446 770 | Ø | Ø | 17 125 810 |
| Result of the year | Ø | Ø. | Ø | -35 847 928 | -35 847 928 |
| Equity at 31.12 | 54 596 389 | 106 562 718 -2 705 570 | -96 579 912 | 61 873 624 |
Norwegian Block Exchange
The annual accounts have been prepared in conformity with the provisions of the International Financial Reporting Standard (IFRS).
The group accounts include Norwegian Block Exchange AS and companies where Norwegian Block Exchange AS has a controlling influence. Controlling influence is normally achieved when the group owns more than 50% of the shares in the company and the group is in a position to exercise actual control over the company. Minority interests are included in the group's equity. Transactions and receivables between companies in the group have been eliminated. The group accounts have been prepared applying uniform principles, in that the subsidiary follows the same accounting principles as the parent company.
The purchase method is used when accounting for business mergers. Companies that are bought or sold during the year are included in the group accounts from the time control is obtained until control ceases.
Associated companies are entities over which the group has significant but not controlling influence over financial and operational management (normally with ownership between 20 and 50 %). The group accounts include the group's share of the result from associated companies posted using the equity method from the time that significant influence is obtained until such influence ceases.
When the group's share of a loss exceeds the investment in an associated company, the group's capitalised value is reduced to O and further losses are not posted to the profit and loss account unless the group has an obligation to cover this loss
In the preparation of the annual accounts estimates and assumptions have been made that have affected the profit and loss account and the valuation of assets and liabilities, and uncertain assets and liabilities on the balance sheet date in accordance with generally accepted accounting practice. Areas which to a large extent contain such subjective evaluations, a high degree of complexity, or areas where the assumptions and estimates are material for the annual accounts, are described in the notes.
Foreign currency transactions are translated at the exchange rate on the date of the transaction. Monetary foreign currency items are translated to NOK at the exchange rate on the balance sheet date. Nonmonetary items that are measured at historical cost in a foreign currency are translated to NOK using the exchange rate on the transaction date. Non-monetary items that are measured at fair value in a foreign currency are translated to NOK using the exchange rate on the measurement date. Exchange rate fluctuations are posted to the profit and loss account as they arise under other financial items.
Income from the sale of goods is recognised on the date of delivery. Services are posted as income as they are delivered. Income from the sale of services and long-term manufacturing projects (construction contracts) are posted to the profit and loss account in line with the project's degree of completion, when the outcome of the transaction can be estimated in a reliable manner. When the transaction's outcome cannot be estimated reliably, only income corresponding to a projects' incurred costs can be posted as revenue. At the time when it is identified that the project will give a negative result, the estimated loss on the contract is posted in full to the profit and loss account.
Norwegian Block Exchange
22
The tax charge in the profit and loss account consists of tax payable for the period and the change in deferred tax. Deferred tax is calculated at the tax rate at 22 % on the basis of tax-reducing and taxincreasing temporary differences that exist between accounting and tax values, and the tax loss carried forward at the end of the accounting year. Tax-increasing and tax-reducing temporary differences that reverse or may reverse in the same period are set off and entered net. The net deferred tax receivable is entered on the balance sheet to the extent that it is likely that it can be utilised
Fixed assets consist of assets intended for long-term ownership and use. Fixed assets are valued at acquisition cost less depreciation and write-downs. Long-term liabilities are entered on the balance sheet at the nominal amount at the time of the transaction.
Plant and equipment is capitalised and appreciated over the economic lifetime of the asset. Significant items of plant and equipment that consist of several material components with different lifetimes are broken down in order to establish different depreciation periods for the different components. Direct maintenance of plant and equipment is expensed on an ongoing basis under operating costs, while additions or improvements are added to the asset's cost price and depreciated in line with the asset. Plant and equipment is written down to the recoverable amount in the event of a fall in value that is not expected to be temporary. The recoverable amount is the higher of the net sales value and the value in use. Value in use is the present value of future cash flows related to the asset. The write-down is reversed when the basis for the write-down is no longer present.
Current assets and short-term liabilities consist normally of items that fall due for payment within one year of the balance sheet date, as well as items related to the stock cycle. Current assets are valued at the lower of acquisition cost and fair value. Short-term liabilities are entered on the balance sheet at the nominal amount at the time of the transaction.
Expenses on research and development are capitalised to the extent one cannot identify a future economic benefit related to the development of an identifiable intangible asset and where the acquisition cost can be measured reliably. In the opposite case such costs are expensed as incurred. Capitalised research and development is depreciated on a straight line basis over its economic lifetime.
Receivables from customers and other receivables are entered at par value after deducting a provision for expected losses. The provision for losses is made on the basis of an individual assessment of the respective receivables. In addition an unspecified provision is made to cover expected losses on claims in respect of customer receivables
Short-term investments (shares and interests valued as current assets) are valued at the lower of acquisition cost and fair value on the balance sheet date. Dividends and other distributions received from the companies are posted to income under other financial income.
The cash flow statement has been prepared using the indirect method. Cash and cash equivalents consist of cash, bank deposits and other short-term, liquid investments.
Norwegian Block Exchange
23
The company has a share option program covering certain employees. As at December 31st 2022, 22 employees were included in the option program.
The options granted has a 3 (three) year vesting period after the date of the grant, and a following 4-year exercise period. After the exercise period is closed, the options are void. The options are dependent on employment, and are only exercisable as long as a person is still employed.
| 2022 | 2021 | |
|---|---|---|
| Outstanding options 01.01 | 1 392 463 | 923 235 |
| Options granted | 683 272 | 678 001 |
| Options forfeited | $-537$ 314 | $-208$ 773 |
| Options exercised | 0 | Ø |
| Options expired | 0 | Ø |
| Outstanding options 31.12 | 1 538 421 | 1 392 463 |
| Payroll costs | 2022 | 2021 |
|---|---|---|
| Wages and salaries | 18 098 943 | 15 700 358 |
| Social security tax | 2 379 138 | 2 001 212 |
| Pension costs | 1 044 707 | 861 758 |
| Other benefits | 722 584 | 346 809 |
| Capitalized payroll cost | $-1$ 531 347 | $-2$ 776 389 |
| Total | 20 714 026 | 16 133 749 |
| Average number of employees during the year | 24 22 |
|
| Remunerations | 2022 | |
| Managing director - salary and other benefits | 945 707 | |
| Board of Directors | 300 000 | |
| Auditor - statutory audit fee (VAT not included) | 229 500 | |
| Auditor - statements and certifications | 7 000 | |
| Auditor - tax advisory | 6 000 | |
| Auditor - other advisory | Ø |
Pension
The company is obligated to follow the law on mandatory occupational pension schemes. The company's pension plan is a subsidy scheme, and satisfies the requirements of this law.
Norwegian Block Exchange
24
| IPR | Development | Domains | Total | |
|---|---|---|---|---|
| Balance at January 1st 2022 | 100 000 | 44 545 195 | 1 562 045 | 46 207 240 |
| Additions | 0 | 903 906 9 |
0 | 903 906 9 |
| Balance at December 31st 2022 | 100 000 | 54 449 101 | 1 562 045 | 56 111 146 |
| Acc. depr. at January 1st 2022 | 0 | 0 | 0 | 0 |
| Depreciation | 25 000 | 0 | 0 | 25 000 |
| Impairment | Ø | 4 527 135 | 0 | 4 527 135 |
| Acc. depr. at December 31st 2022 | 25 000 | 4 527 135 | 0 | 4 552 135 |
| Balance at December 31st 2022 | 75 000 | 49 921 966 | 1 562 045 | 51 559 011 |
| Inder |
| Under | ||||
|---|---|---|---|---|
| Economic life | 4 years development | Unlimited | ||
| Depreciation method | Linear | None | None | |
| Changes | Yes | No. | No |
Costs associated with development projects are recognized in the balance sheet and relate to several projects. The projects are still under development as of December 31st 2022 and have been used by the company. Write-downs have been made according to the best estimate of future value.
The domains were acquired in 2018 through external resellers and are assessed on December 31st 2022 at market value. The domains were acquired in regards with the development project, and as of December 31st 2022 are in use for the business. There are also no indications of impairment.
Norwegian Block Exchange
| Lease | Office | ||||
|---|---|---|---|---|---|
| Art | right of use | Equipment | equipment | Total | |
| Balance at January 1st 2022 | Ø | 5 489 674 | 163 709 | 939 646 | 6 593 030 |
| Additions | 45 000 | 0 | 77 313 | 0 | 122 313 |
| Disposals | 0 | Ø | 0 | $-19636$ | $-19636$ |
| Balance at December 31st 2022 | 45 000 | 5489674 | 241 022 | 920 010 | 695 706 6 |
| Acc. depreciation at January 1st 2022 | 0 | 3 166 905 | 62 500 | 503 998 | 3 733 403 |
| Adjustment | 0 | 93 705 | 0 | 0 | 93 705 |
| Disposal acc. depreciation | Ø | Ø | Ø | Ø | Ø |
| Depreciation | 0 | 1 311 822 | 45 846 | 222 574 | 1 580 242 |
| Impairment | 0 | $-77.958$ | 0 | Ø | $-779958$ |
| Acc. depr. at December 31st 2022 | 0 | 4 494 474 | 108 346 | 726 572 | 5 329 391 |
| Balance at December 31st 2022 | 45 000 | 995 200 | 132 676 | 193 439 | 1 366 315 |
| Economic life | Indefinite | $3-5$ years | 5 years | 3 years | |
| Depreciation method | None | Linear | Linear | Linear | |
| Changes | No | No | No | No |
The liability related to the lease is booked at NOK 1096 846
Norwegian Block Exchange
| This year's tax expense | 2022 | 2021 |
|---|---|---|
| Entered tax on ordinary profit/loss: | ||
| Payable tax | 0 | Ø |
| Changes in deferred tax advantage | $-10$ 113 875 | $-6$ 820 501 |
| Tax expense on ordinary profit/loss | $-10$ 113 875 | $-6$ 820 501 |
| Taxable income: | ||
| Ordinary result before tax | $-45$ 972 973 | $-31002276$ |
| Permanent differences | 811 | Ø |
| Changes in temporary differences | 5 057 478 | 194 354 |
| Taxable income | $-40$ 914 684 | $-30$ 807 922 |
| Payable tax in the balance: | ||
| Payable tax on this year's result | 0 | Ø |
| Total payable tax in the balance | Ø | Ø |
The tax effect of temporary differences and loss for to be carried forward that has formed the basis for deferred tax and deferred tax advantages, specified on type of temporary differences
| 2022 | 2021 | Difference | |
|---|---|---|---|
| Tangible assets | $-4$ 625 110 | 1 962 | 4 627 072 |
| Accounts receivable | $-128.333$ | Ø | 128 333 |
| Lease agreements brought to the balance | $-101646$ | $-145.530$ | $-43884$ |
| Allocations and more | $-345$ 957 | Ø | 345 957 |
| Total | $-5, 201, 046$ | $-143$ 568 | 5 057 478 |
| Accumulated loss to be brought forward | $-122$ 078 337 | $-81$ 163 653 | 914 684 40 |
| Basis for deferred tax assets | $-127$ 279 383 | $-81$ 307 221 | 45 972 162 |
| Deferred tax assets (22 %) | 001 464 $-28$ |
887 589 $-17$ |
10 113 876 |
Norwegian Block Exchange
| This year's tax expense | 2022 | 2021 |
|---|---|---|
| Entered tax on ordinary profit/loss: | ||
| Payable tax | 0 | 0 |
| Changes in deferred tax advantage | $-10$ 110 725 | $-6$ 820 501 |
| Tax expense on ordinary profit/loss | $-10$ 110 725 | $-6$ 820 501 |
| Taxable income: | ||
| Ordinary result before tax | $-45$ 958 653 | $-31002276$ |
| Permanent differences | 811 | Ø |
| Changes in temporary differences | 5 057 478 | 194 354 |
| Taxable income | $-40$ 900 364 | $-30$ 807 922 |
| Payable tax in the balance: | ||
| Payable tax on this year's result | Ø | $-91947$ |
| Payable tax on received Group contribution | Ø | 91 947 |
| Total payable tax in the balance | Ø | 0 |
The tax effect of temporary differences and loss for to be carried forward that has formed the basis for deferred tax and deferred tax advantages, specified on type of temporary differences
| 2022 | 2021 | Difference | |
|---|---|---|---|
| Tangible assets | $-4$ 625 110 | 1 962 | 4 627 072 |
| Accounts receivable | $-128$ 333 | 0 | 128 333 |
| Lease agreements brought to the balance | $-101646$ | $-145.530$ | $-43884$ |
| Allocations and more | $-345$ 957 | 0 | 345 957 |
| Total | $-5$ 201 046 | $-143$ 568 | 5 057 478 |
| Accumulated loss to be brought forward | $-122$ 064 017 | $-81$ 163 653 | 900 364 40 |
| Basis for deferred tax assets | $-127$ 265 063 | $-81$ 307 221 | 45 957 842 |
| Deferred tax assets (22 %) | $-27998314$ | $-17887$ 589 |
10 110 725 |
Norwegian Block Exchange
Group
| Share capital | Share premium reserve |
Additional paid-in capita |
Uncovered loss |
Total equity | |
|---|---|---|---|---|---|
| Equity at 01.01 | 51 917 349 | 92 115 948 | $-2$ 705 570 | $-60$ 731 984 | 80 595 742 |
| Capital increase | 2 679 040 | 446 770 14 |
0 | 0 | 17 125 810 |
| Result of the year | 0 | Ø | 0 | $-3589098$ | $-3589098$ |
| Equity at 31.12 | 54 596 389 | 106 562 718 | $-2$ 705 570 | $-96$ 591 082 | 862 454 61 |
| Share capital | Share premium reserve |
Additional paid-in capita |
Uncovered loss |
Total equity | |
|---|---|---|---|---|---|
| Equity at 01.01 | 51 917 349 | 92 115 948 | $-2,705,570$ | $-60$ 731 984 | 80 595 742 |
| Capital increase | 2 679 040 | 14 446 770 | Ø | Ø | 17 125 810 |
| Result of the year | Ø | Ø | Ø | $-35847928$ | $-35847928$ |
| Equity at 31.12 | 54 596 389 | 106 562 718 | $-2, 705, 570$ | $-96$ 579 912 | 873 624 61 |
Norwegian Block Exchange
29
| 2022 | 2021 | |
|---|---|---|
| FIAT currency (NOK, SEK, DKK, EUR, USD) | 11 345 983 | 16 455 674 |
| Crypto currency (BTH, ETH, ADA, LINK, MATIC, UNI, CGT, USDC) | 739 721 | 5 246 654 |
| Total | 12 085 704 | 21 702 328 |
Norwegian Block Exchange AS is holding cryptocurrency as working capital, and to ensure liquidity and a healthy market environment on the exchange. NBX Capital AS is sourced with the task of managing the funds directed towards market making on the platform.
From 2022 Norwegian Block Exchange AS uses futures/platform precredit to hedge against currency exposure. The platform credit at December 31st 2022 is NOK 12 265 159.
| 2022 | 2021 |
|---|---|
| 704 500 Funds standing on the tax deduction account |
643 513 |
Customer deposits in banks consist of deposits on the NBX exchange. Customers use the deposits to trade crypto currencies on the crypto exchange. Customers' funds are booked under current liabilities.
| 2022 | 2021 | ||
|---|---|---|---|
| Bank - customers deposits | NOK | 17 074 218 | 50 092 847 |
| Booked customers funds | NOK | 17 014 218 | 50 092 847 |
Norwegian Block Exchange AS has entered into a Put Option Agreement with LDA Capital Ltd. The agreement gives the opportunity to raise MNOK 100 through draw downs over a three year period. LDA Capital borrows shares from some of the company's existing shareholders. These shares can be sold through a 30-day pricing period and the realised values are then used for subscription of new shares. The individual strike price of each put option is determined by the volume weighted average price (VWAP) of NBX's shares during a 30 day pricing period. The company has the discretion to set a minimum price for each of the capital calls.
Norwegian Block Exchange
The share capital in Norwegian Block Exchange AS as of 31.12 consists of:
| Total | Face value | Entered | |
|---|---|---|---|
| Ordinary shares | 68 245 486 | 0.8 | 54 596 389 |
| Sum | 68 245 486 | 0.8 | 54 596 389 |
Ownership structure
The larges shareholders in % at year end:
| Ordinary | Ownership interest | |
|---|---|---|
| Observatoriet Invest AS | 10 889 329 | 15,96 |
| Nye KM Aviatrix Invest AS | 9 527 138 | 13,96 |
| Sparebanken Øst | 6 437 768 | 9,43 |
| Kistefos Investment AS | 5 443 816 | 7,98 |
| Nye GKB Invest AS | 4 744 835 | 6,95 |
| Green 91 AS | 3 725 134 | 5,46 |
| Dasha Invest AS | 3 402 731 | 4,99 |
| MP Pensjon PK | 3 015 303 | 4,42 |
| Norwegian Air Shuttle ASA | 2 446 400 | 3,58 |
| Samuelsen Invest AS | 1 610 822 | 2,36 |
| Total >2% ownership share | 51 243 276 | 75,09 |
| Total other | 17 002 210 | 24,91 |
| Total number of shares | 68 245 486 | 100 |
Shares and options owned by the Directors of the Board and the General Manager:
| Direct ownership | Company | Position | Ordinary |
|---|---|---|---|
| Stig Aleksander Kjos-Mathisen | General Manager | 105 450 | |
| Anna Helene Kjos-Mathisen | Board member | 26 799 | |
| Sturle Valheim Skulevold | Board member | 111 151 | |
| Total number of shares | 243 400 | ||
| Indirect ownership | |||
| Stig Aleksander Kjos-Mathisen | Sam Eiendomspartner AS | General Manager | 750 000 |
| Bjørn Kjos | Observatoriet Invest AS | Board member | 3 539 032 |
| Anna Helene Kjos-Mathisen | Nye KM Aviatrix Invest AS | Board member | 527 138 9 |
| Anna Helene Kjos-Mathisen | Observatoriet Invest AS | Board member | 450 099 2 |
| Nils Kristian Sundling | Dasha Invest AS | Chairman of the Board | 170 130 |
| Total number of shares | 16 436 399 |
Norwegian Block Exchange
Document ID: 6f9c8751-74e9-49b2-b385-2f3d8645d8d4
31
In accordance with section 3-3a of the Accounting Act, it is confirmed that the assumption of going concern is present and that this assumption has been used as a basis for the preparation of the accounts.
The debt of NOK 17 550 000 can be converted up until November 10th 2023.
Norwegian Block Exchange
Norwegian Block Exchange Snarøyveien 36, 1364 Fornebu, Norway
| Name | Date |
|---|---|
| Mathisen, Stig Aleksander | 2023-05-03 |
| Identification | |
| $\Xi$ = $\overline{a}$ $\overline{a}$ $\overline{a}$ $\overline{b}$ $\overline{a}$ Mathisen, Stig Aleksander | |
| Name | Date |
| Vahid Reza Toosi | 2023-05-03 |
| Identification | |
| Vahid Reza Toosi | |
| Name | Date |
| Kjos-mathisen, Anna Helene | 2023-05-11 |
| Identification | |
| E=E bankID Kjos-mathisen, Anna Helene |
E=E bankID Kjos, Bjørn
Name Sundling, Nils
Date 2023-05-03
Date
2023-05-11
Identification
E=E bank ID® Sundling, Nils
Name
Skulevold, Sturle Valheim
Identification
This document contains electronic signatures using EU-compliant PAdES - PDF Advanced Electronic Signatures (Regulation (EU) No 910/2014 (eIDAS))
Date
2023-05-03
Identification
Kjos, Bjørn
Name
Name Date
Sundling, Nils 2023-06-30
Name Date
Identification
Identification
Pettersen, Trond
Pettersen, Trond 2023-06-29
This document contains electronic signatures using EU-compliant PAdES - PDF Advanced Electronic Signatures (Regulation (EU) No 910/2014 (eIDAS))
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