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ArcticZymes Technologies Annual Report 2022
3538_10-k_2023-05-02_a4ef91fb-906d-43c6-90a5-62e1e8f2bb59.pdf
Annual Report
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Annual Report
www.arcticzymes.com
2022
Dear Shareholders
2022 was not the Company's finest hour as the annual revenue target was missed by 12% (NOK 137 million versus expected NOK 155 million) and disappointment was felt by shareholders, Board and management alike. Lower-than-expected fourth quarter sales were responsible for the overall underperformance as key customers, with higher than usual inventory levels, moved their demand into 2023. In addition, lower endcustomer demand also contributed to the slow quarter. On a more positive note, the Company delivered a 7% CAGR and a positive EBITDA of NOK 41.5 million for the year. Operating expenses increased by 39% as compared to 2021, primarily explained by growth in personnel and one-off expenses relating to M&A activities and consulting services required for the preparation of the SAN-HQ drug master file (DMF). The Company generated a positive net cash flow of NOK 43.8 million resulting in a total cash balance of NOK 244.2 million at years end.
Throughout the year, the Company worked closely with Alira Health, Munich, searching for M&A opportunities that would complement the ongoing organic growth initiatives. Despite exploring several potential targets and executing detailed due diligence on one of those, at the end of the process, the "ideal" M&A candidate was not found and no binding offers were extended. Therefore, in 2023, AZT will continue to focus on organic growth whilst remaining opportunistic to inorganic growth strategies.
The fourth quarter of 2022 saw the launch of three new products (Proteinase glycerol free, AZScript, a reverse transcriptase and the SAN HQ 2.0 ELISA) on to the market. In addition, the AZT Proteinase was scaled-up significantly (four-fold) thereby allowing the Company to meet growing demands from existing and new customers. In response to voice-of-customer (VOC), this scaled-up product was also lyophilisation-friendly. Robust progress was made in the expansion of the innovation pipeline to include key enzymes that will be used to manufacture therapeutic
mRNAs and
it is anticipated
that the Company's first enzymes for RNA therapeutic applications will be launched in 2023. Significant progress was also made, and considerable resources expended, in advancing the Drug Master File (DMF) for the SAN HQ enzyme. This is a key strategic project for the Company and it is anticipated that filing of this application to the U.S. FDA will be made in the first half of 2023.
There is no question that the building blocks for continued growth, innovation and, ultimately success, are firmly in place at AZT. Most importantly, the Board, management and all of our colleagues remain positive, committed and enthusiastic to drive the Company to the next level. We are confident that, with the continued support of our shareholders, we will succeed and build AZT into a firstclass global enzyme business.
Finally, many thanks indeed to all of our shareholders who stand with us, to our management team and colleagues who work tirelessly and relentlessly and to my colleagues on the Board for their support and camaraderie.
Sincerely Marie Ann Roskrow Chairman of the board
Index
| Board of Directors' report | 05 |
|---|---|
| Principles of Corporate Governance | 22 |
| Remuneration report | 28 |
| Financial statements – Group | 39 |
| Notes to the financial statements | 45 |
| Financial statements — parent company | 65 |
| Notes to the financial statements — parent company | 70 |
| Statement by the Board of Directors and CEO | 77 |
| Independent auditor's report | 78 |
Board of Directors' report 2022
1. About ArcticZymes Technologies
The ArcticZymes Technologies group (hereinafter "the Group" or "the Company") is a Norwegian life science company focused on the development, manufacturing, and commercialisation of novel and high-quality recombinant enzymes for use in molecular research, In Vitro Diagnostics (IVD) and biomanufacturing.
The Company is creating value from innovative enzyme technologies which capitalises on more than three decades of world-class research at the Arctic University of Tromsø and in collaboration with other national and international partners to offer niche and high-quality life science products.
ArcticZymes Technologies' products and capabilities are protected via a large portfolio of patents and 20+ years of know-how in innovating and manufacturing enzymes.
The headquarters and laboratories are located at the SIVA Innovation Centre in Tromsø, Norway. During 2021, the production facilities were relocated from adjacent premises to customised manufacturing facilities at the SIVA Innovation Centre. All Tromsø based employees are now located at a single site which has improved communication. In 2022, the Company leased additional offices and lab facilities at ShareLab in Oslo. These facilities will support application development activities to demonstrate the utility of the Company´s enzymes in customer relevant workflows and technologies. This is an essential part of the innovation process and strengthens the commercial value proposition of the Company´s product offerings.
As ArcticZymes is a global supplier of enzymes, most of the sales and marketing team are located remotely in Oslo, Central Europe, North America and Japan. In addition, the Company has established logistic hubs in the United States and the Netherlands to serve its customers more efficiently.
ArcticZymes Technologies ASA
ArcticZymes Technologies ASA is the holding company providing support functions such as distribution, administration, finance and IT to the subsidiary ArcticZymes AS.
ArcticZymes Technologies ASA has been listed on the Oslo Stock Exchange since 2005 under the [AZT] ticker.
Subsidiaries
The Company operates the wholly owned subsidiary ArcticZymes AS.
ArcticZymes AS represents the operational part of the Group where IPR, production, sales and majority of personnel lie.
2. ArcticZymes AS
Product Offering
ArcticZymes enzymes are primarily derived from cold-water marine species and organisms from other environments. Each enzyme or product offers novel functionality and other benefits to its customers. Products offered include:
- Salt Active Nucleases (SANs) For removal of nucleic acids during manufacturing of viral vectors, recombinant proteins, and other reagents. SANs are also used in Next Generation Sequencing (NGS) and diverse molecular biology applications. ArcticZymes offers several different SAN enzymes optimised to support different viruses (e.g. Adenovirus, Adeno-Associated Virus (AAV) and lentivirus) and other biomanufacturing processes. Furthermore, support products such as ELISA immunoassay kits which are sold in combination with the SAN enzymes provide our customers with a solution required for therapeutic application.
- Shrimp Alkaline Phosphatase (SAP) For utilisation in clean-up prior to Sanger sequencing and NGS (Next Generation Sequencing) processes. SAP represents the Company´s first product which has been sold since 1995. Even today, SAP still represents the "gold standard" utilised for enzymatic clean-up in Sanger Sequencing processes globally.
- Cod UNG For utilisation in viral and other molecular diagnostic assays for the removal of contaminating DNA providing assurance to eliminate false positives. Cod UNG has been a key enzyme adopted in numerous commercial diagnostic tests by ArcticZymes´ customers; especially in infectious disease testing such as in viral load testing of HIV, HCV, influenza and Coronavirus.
- Double-strand specific DNases (dsDNases) and derived kits – enable a broad range of applications and manufacturing processes that require the specific removal of double stranded DNA and genomic DNA. dsDNAses are pivotal to RNA based workflows.
- DNA polymerases enable technology development for life science, MDx (Molecular Diagnostics), NGS and Synthetic biology (i.e., synthesis of artificial DNA and genomes). ArcticZymes offers several Isothermal Polymerases each offering different features
which can be exploited for different applications. Furthermore, ArcticZymes is developing Thermostable Polymerases that are used in PCR for infectious disease testing.
- Proteinase For breaking down proteins, offering broad application ranging from: i) direct lysis of cells in nucleic acid sample prep (i.e., isolation of DNA/RNA from cells). It enables applications in microbiological diagnostics and liquid biopsies (i.e., DNA/RNA tests using blood, saliva and urine); ii) dissociation of cells in cell therapy applications in combination with other proteolytic enzymes used; iii) RNA therapeutic workflows.
- Ligases For joining nucleic acids. Ligases enable a broad range of molecular biology applications (e.g., synthetic biology, NGS, molecular diagnostics, DNA/RNA therapeutics).
In addition, the Company is developing new enzymes and formulations, second generation enzymes and supportive products based on input and collaboration with its customers.
Markets Served
The Company focuses its efforts on providing molecular biology enzymes into two attractive and growing market areas:
- Molecular Tools (Research & Diagnostic)
- Biomanufacturing
Molecular Tools
Molecular enzymes are essential tools that are used in molecular biology workflows to perform specific tasks. Such enzymes have common utility in Molecular Research and Molecular Diagnostic (MDx) applications. This includes the entire range of ArcticZymes products and those in the innovation pipeline. Molecular Research and MDx represent highly attractive and fast-growing markets with estimated end user market values of USD 23.2—30.4 Billion (CAGR 5.4%).
The classic and most common place technologies are PCR-based methods (Polymerase Chain Reaction) where adoption of DNA polymerases is still growing. The majority of ArcticZymes' enzymes are used to support PCR-based workflows. Alternative amplification technologies such as LAMP (loopmediated isothermal amplification) are attracting great commercial interest. With the expiry of global patents, commercial diagnostic test developers are
exploiting LAMP and other isothermal amplification technologies to innovate the next generation of MDx tests. An increase in the adoption of LAMP in molecular diagnostics has been seen, largely driven by the high demand for MDx tests in recent years. ArcticZymes is continuing to expand the offering of enzymes towards PCR and other amplification technologies and during 2022 the Company launched its first reverse transcriptase. ArcticZymes has built a rich opportunity pipeline with MDx test developers.
At the forefront of the industry are fast-paced innovations around NGS technologies with the prospect of wider adoption, accessibility, and clinical utility. All ArcticZymes´ existing enzymes as well as its pipeline innovations are attractive and represent integral key components for adoption into NGS technologies by leading international companies. Furthermore, ArcticZymes ability to customise and tailor enzymes is becoming a more important value driver for NGS platform developers.
Other technology areas ArcticZymes serves through its enzymes include:
- Synthetic Biology a multidisciplinary area engaged in creating new biological parts, devices, systems, DNA and RNA based therapeutics (see later). ArcticZymes' ligase prototypes, polymerases and pipeline innovations, including DNA assembly, show great promise for future utility in this market.
- Liquid Biopsies DNA or other diagnostics tests are performed on blood or other body fluids. The market is growing rapidly (CAGR 18.1%) with an estimate market size of USD 2.5 Billion. Unlike traditional invasive biopsies, liquid biopsies require a whole new set of molecular techniques to overcome the challenges of isolating tiny amounts of DNA and amplifying it sufficiently to allow diagnostic insights to be derived. ArcticZymes´ proteinase, DNases, and SAN enzymes are already supporting customer efforts in developing such technologies.
- Sales in Molecular Tools during 2022 were impacted by a decline in demand for enzymes used in Coronavirus testing, in particular Cod UNG for use in PCR-tests and SAP for use in screening of Covid variants using Sanger sequencing. The remainder of the Molecular Tools portfolio grew by a healthy 34%. Overall, Molecular Tools achieved a negative 20.4% annual growth and a contribution of 50% towards total sales during 2022.
Biomanufacturing
Historically, ArcticZymes´ focus towards biomanufacturing has been limited to viral-based gene therapies and vaccines through its Salt Active Nuclease (SAN) enzymes.
Today, ArcticZymes is serving customers with SAN products who are in different stages of therapeutic or vaccine developments. The SAN portfolio optimally serves customers who utilise SAN for cleaning and removing unwanted nucleic acid from therapeutic viruses such as Adenovirus, Adeno-Associated Virus (AAV) and Lentivirus. This renders the viruses safe for use in patients and mitigates the risk of adverse effects.
Collectively AAV and Lentivirus represent twothirds of the vector technologies utilised in the manufacturing of gene therapies. With just 2 enzymes, SAN HQ and M-SAN HQ, the Company can capitalise on the most utilised vector technologies.
ArcticZymes is supplying SAN products directly to more than 180 customers. In addition, ArcticZymes supplies SAN products to further customers via distributors. Most customers are gene therapyrelated and represent a mix of academic/hospital laboratories, small/medium biotech companies, contract development manufacturing organisations (CDMOs) and large Pharma. Most of the SAN business is driven by CDMOs who are developing and manufacturing therapeutic products on behalf of other companies. CDMOs are attractive because they drive sales directly and indirectly by promoting the utility of SAN to their clients. Either directly or indirectly, ArcticZymes is supporting at least ten of the largest pharmaceutical companies with SAN products in viral vaccine and gene therapy developments. Overall, ArcticZymes is leveraging multiple contact points in its business development efforts to attract new business.
ArcticZymes visualises a greater potential beyond serving viral-based gene therapies and vaccines technologies by expanding its activities and capabilities to target other high-growth markets that require biomanufacturing. There are markets such as:
• General biomanufacturing tools: the launch of the SAN HQ 2.0 ELISA kit during 2022 supports further sales of the existing SAN HQ 2.0 product into general biomanufacturing processes where it is necessary to eliminate contaminating
nucleic acid (e.g. enzymes, antigens, antibodies, proteins, and other biomolecules).
- Cell biology/Cell therapy: proteolytic enzymes such as ArcticZymes' Proteinase represent essential tools for the dissociation and isolation of cells from patients for ex vivo manipulation and treatment.
- RNA Therapeutics: The Coronavirus pandemic demonstrated the commercial utility and acceptance of mRNA technology as a therapeutic tool in rapid vaccine manufacturing The effectiveness and safety of RNA-based vaccines, such as the BioNTech-Pfizer and Moderna Coronavirus vaccines, provide the proof. mRNA technology represents a promising and powerful technology that can be extended to the development of other vaccines or gene therapy applications. The Company is in the process of expanding its innovation pipeline to include key enzymes that are used to manufacture therapeutic mRNAs to support further growth in the sector. Unlike viral vector manufacturing, multiple enzymes are required to manufacture therapeutic mRNAs where the need for novel and high-quality enzymes are in high demand. ArcticZymes' proteinase and ArcticZymes' recombinant Shrimp Alkaline Phosphatase (rSAP) have already attracted interest from customers for potential utility in mRNA manufacturing, supporting the lifecycle extension of our existing products into new market areas. The Company expects to launch its first enzymes for RNA therapeutic applications during 2023.
- Gene Editing: technologies such as CRISPR are part of ArcticZymes' longer-term ambition. Inorganic growth initiatives will be the likely route for the Company to enter this market.
Biomanufacturing achieved a 60.9% annual growth and contributed 50% towards total sales during 2022. The annual growth rate picked up again after a slower 2021 in which the Coronavirus pandemic negatively impacted sales. The growth was driven by increased sales in all regions. APAC was the region with the highest growth rate with more than 80% growth as compared to 2021. North America represented the largest market with 60% of total SAN sales. Europe represented the second largest market with 31%. ArcticZymes sees good opportunities for further growth in all regions and continues to focus
on customer engagement at international trade shows related to biomanufacturing of cell and gene therapies. ArcticZymes anticipates that the positive momentum in SAN product sales will continue in all geographical regions moving forward.
Customer Focus
ArcticZymes´ commercial efforts continues to be towards expanding and driving long-term business-to-business (B2B) relationships. Today, B2B customers represent 98% of total sales. The key advantage in serving B2B customers is the opportunity that ArcticZymes´ enzymes may be integrated into their novel kits/products, platform technologies and manufacturing processes. Once commercialised, their products have a life cycle of 5 - 10+ years which translates into mutual longterm value. For customers who operate in regulated markets such as IVD and therapeutics, their success is highly dependent on forging long-term critical or primary supplier relationships with their component suppliers. Switching out suppliers during the product life cycle is often prohibited from a regulatory perspective and/or costly.
Quarterly sales to customers continue to fluctuate. Such fluctuations are normal and will always be inherent in the business irrespective of its size. However, the business has experienced annual sales growth for the last nine consecutive years (27% CAGR 2014-2022). During 2022, ArcticZymes experienced 7% annual growth in total product sales.
The Company´s strategy and business activities are orientated towards accelerating year-on-year growth. Much of the annual growth in sales is through a combination of:
- An increasing customer base of over 400+ customers.
- Expanding product range with regular product introductions.
- Serving two attractive and growing markets: molecular tools and biomanufacturing.
- Expanding geographical reach.
ArcticZymes has local business development and customer support representatives in Europe, North America, and Japan to assist global business coverage. Local support and use of highly skilled business developers are a prerequisite for driving B2B sales and maintaining long-term customer relationships. Furthermore, efforts to expand into new geographies through establishing a network of sales agents and specialised distributors in regions where ArcticZymes does not have direct representation are proving fruitful in developing our brand and local presence. Beyond direct representation, ArcticZymes has dedicated sales partners in India, China, Hong Kong, South Korea, Singapore, and the Baltics.
With ArcticZymes' current geographical reach, the contribution of 2022 product sales between the regions were as follows: 45% Americas, 44% EMEA and 11% APAC. The Company is looking to strengthen and expand its efforts to grow the APAC region.
To support sales activities, ArcticZymes has established strategically located warehouses and logistic centres in Europe and in the United States. These centres have made it possible to build inventories and safety stocks, improve cost effectiveness of logistics, and most importantly, ensure on demand delivery to customers on a global basis. In supporting geographical expansion into China and Asia, ArcticZymes is in discussions with potential local logistics partners.
Operations
The production facility at the SIVA Innovation Centre in Tromsø was fully operational from Q1 2022 with all production processes implemented. The new facilities are equipped with state-of-the-art instrumentation and with the in-house competence of the employees, the Company should be able to meet future ISO13485 demands and relevant cGMP requirements.
During the year, five customers conducted cGMP audits of the Company and the new production facility associated with SAN manufacturing. The audits are part of a mandatory process our customers must perform to qualify the Company as a critical component supplier and a requirement for any regulatory approvals. The audits resulted in no critical deviations and ArcticZymes retained its status as an approved long-term critical component supplier for all 5 customers.
The ISO13485 re-certification audit was successfully carried out without any critical deviations and certification was granted for additional three years. This certificate is essential for the long-term continuity of business with IVD customers and for attracting new business from potential diagnostic test developers.
The Company upscaled the production of AZ Proteinase four-fold to meet growing demand from existing and new customers. The increased scale and improved process strengthens the Company's position as a supplier of critical components and increases the market reach for ArcticZymes' proteinase products.
In addition, a successful technology transfer of the fermentation process for large scale SAN HQ production to Paras Biopharmaceuticals in Oulu, Finland, has been achieved. Paras Biopharmaceuticals is a CDMO that has the required quality management system (QMS), equipment and personnel sufficient for our customers' regulatory requirements.
Innovations
ArcticZymes has an ambitious innovation pipeline to broaden its product range. The goal over the next period is to be able to provide customers with an extended portfolio of synergistic enzymes within the different markets the Company serves.
- For Molecular Tools: ArcticZymes' pipeline innovations are focused on developing key enzyme classes currently not on offer to deepen the product range by innovating a diverse portfolio for each enzyme class. Key enzyme classes include DNA/RNA polymerases, reverse transcriptases, DNA/RNA ligases, nucleases, proteinases, and others.
- For Biomanufacturing: ArcticZymes has expanded its ambitions beyond serving viral vector-based applications via the SAN products. The Company has initiated an R&D program to develop a complete suite of enzymes tailored for use in RNA therapeutics development and subsequent manufacturing. ArcticZymes´ first enzymes for RNA therapeutics are targeted for launch in 2023. Beyond RNA therapeutics, ArcticZymes innovation pipeline will focus on enzymes for other gene and cell therapy applications as well as general biomanufacturing.
In supporting the above ambitions, ArcticZymes launched the following products during 2022:
- AZscript™ Reverse Transcriptase -AZscript™ Reverse Transcriptase (RT) is an RNA-dependent DNA polymerase used to synthesize complementary DNA (cDNA) from an RNA template. Reverse Transcriptases are critical enzymes for molecular diagnostics and are used to convert RNA into DNA in a broad range of applications such as the detection of pathogenic RNA virus in diagnostic PCR workflows or the analysis of transcriptomes in next-generation sequencing. This product launch was a key expansion of the Company's Molecular Tools portfolio.
- ArcticZymes Proteinase Glycerol FREE The glycerol free Proteinase will enable the Company to support customers requiring a lyophilization compatible formulation of the proteinase for use in diverse workflows such as sample decomplexation for Molecular Diagnostics. Glycerol-free formulations are essential for lyophilization of reagent cocktails. This helps improve stability, shelf-life and reduces the volume of fluid in a diagnostic tests or sequencing of patient samples. Also, it removes the need for costly cold chain shipping. It is notable that the launch of the glycerol free product was facilitated by a successful and necessary upscale of the existing proteinase product, which further enables ArcticZymes to expand innovations and product offering of the ArcticZymes Proteinase into biomanufacturing applications as well.
- SAN HQ 2.0 ELISA Kit The new ELISA immunoassay product is an essential support product for customers using the SAN HQ 2.0 enzyme in biomanufacturing processes for gene therapy and viral vaccine production. The SAN HQ 2.0 enzyme was launched in 2021 as the second generation of SAN HQ, optimised for wider compatibility with downstream processes used in biomanufacturing. In combination with the SAN HQ 2.0 enzyme, the new immunoassay product launched in 2022 provides a complete solution for the critical elimination of nucleic acid contamination during biomanufacturing.
Other key innovation achievements during 2022 include:
Several early prototypes have been successfully expressed at the R&D scale in the Company's effort to develop a complete suite of enzymes to serve the manufacturing of therapeutic RNA. Overall, the Company is on track to bring the first RNA manufacturing enzyme (T7 RNA polymerase) product to market during 2023. A further innovation in the Biomanufacturing space was the in-licensing of a novel DNA assembly technology from The Arctic University of Tromsø (UiT). The patent-pending technology comprises novel enzymes with tailor made characteristics for controlled and efficient assembly of multiple DNA fragments. DNA assembly is a work-horse technology serving a growing demand for gene- and vector constructs, enabling innovation in areas such as synthetic biology and in the development of therapeutics. By acquiring this technology, the Company will expand its offering towards new and existing customers in both the molecular tools and biomanufacturing businesses.
In order to support customers in the commercialisation of their therapeutic applications in the US market, ArcticZymes has committed to establish a Drug Master File (DMF) for its SAN HQ enzyme. The DMF is an important filing with the FDA. It is an essential suite of documents needed to support our customers' regulatory submissions. Without the DMF our customers are unable to consider our SAN for inclusion into their Cell and Gene Therapy manufacturing processes. The DMF application process progressed well throughout 2022 and represents a key strategic project for the Company in 2023. Submission of the DMF to the U.S. Federal Drug Agency is scheduled in the first half of 2023 and will represent the Company´s first DMF. The same templates and processes for this first DMF can therefore be followed to create subsequent DMFs for other products. As a result, other DMF filings are likely to follow as ArcticZymes ventures further into building its Biomanufacturing product portfolio.
Beyond the SAN product line, ArcticZymes continues to be in active discussions with numerous pharmaceutical and biotech customers regarding their future needs in RNA therapeutic and other Biomanufacturing applications.
The Company has in 2022 established a new application development laboratory at ShareLab in Oslo Science Park. These facilities will support application development activities to demonstrate the utility of the Company´s enzymes in customer relevant workflows and technologies. This is an essential part of product life cycle management and strengthens the commercial value proposition to leverage ArcticZymes' synergistic product offering. The Oslo Science Park is central to the Norwegian biotechnology industry and life science research, and as the Company continues to grow, it has strategic relevance to locate part of the Company in the center of the Norwegian biotech industry.
Impact of Coronavirus Pandemic
The Coronavirus pandemic had a net positive impact on the business in 2020-2021 and the first quarter of 2022 as the Company's products are used in Coronavirus diagnostic testing. Following the "end" of the pandemic, Coronavirus-related sales declined and were only marginal for the last 3 quarters of 2022.
Supply chain demand for Cod UNG in Coronavirus testing has greatly reduced. The market has largely readjusted, and future Coronavirus-related demands are anticipated to continue on a lower level than experienced during the pandemic. This consequently creates a short-term headwind with respect to Cod UNG sales for the first half of 2023.
Strategic Aspects
The Company remains committed to executing on its strategic growth initiatives.
In supporting organic growth, the Company has continued to invest incrementally in talent acquisition and completed a recruitment drive in 2022 where it has strengthened the organisation cross functionally (e.g. quality assurance, quality control, production, R&D and applications, customer service and business development) to meet the immediate and anticipated growing demand for its products. The global team surpassed 60 employees following recent recruitment activities.
The Company expects only marginal investments in further organisational expansion during 2023 as the focus will be towards driving a productive and efficient organisation.
Throughout 2022, the Company engaged in a comprehensive M&A process culminating in a due diligence process and subsequent negotiations with an enzyme biomanufacturing company based in Europe. As a result of these due diligence findings, ArcticZymes decided to terminate the negotiations at this time.
Moving into 2023, the Company is refocusing all its efforts into organic growth whilst remaining opportunistic in regard to potential M&A and inlicensing opportunities.
3. Consolidated financial statements
In accordance with the Accounting Act § 3-3a, the financial statements have been prepared under the assumption of a going concern. This assumption is based on profits in 2022, forecasts for the year 2023 and the Group's long-term strategic forecasts. The Group's economic and financial position is sound.
The Board is not aware of any matters of significant importance for the Company's financial position beyond what is disclosed in the financial statements.
Consolidated statement of profit and loss
The financial statements for the ArcticZymes Technologies group are prepared in accordance with International Financial Reporting Standards (IFRS). The ArcticZymes Technologies group had sales revenues of NOK 137.0 million in 2022, compared to NOK 128.0 million in 2021.
Sales revenues for the business grew 7 % compared to 2021, explained by underlying growth, positive currency impact and NOK 15 million (2021: NOK 33.2 million) in Coronavirus-related sales. ArcticZymes does not have full visibility to Coronavirus-related sales and can only provide an educated estimate based on historic purchasing patterns and dialogue with customers.
Net profit after tax for the Group was NOK 32.9 million compared to NOK 46.4 million in 2021.
Total recognised expenses for R&D within the Group in 2022 was NOK 23.7 million, compared to NOK 15.5 million in 2021.
R&D expenses increased by NOK 8.2 million compared to 2021, explained by higher personnel expenses and organic growth in the organisation. NOK 4.6 million was spent on capitalisation of projects related to R&D in 2022.
Cash Flow
The Group had a cash flow from operating activities of NOK 58.1 million in 2022, compared to NOK 75.0 million in 2021. Cash flow from investing activities in 2022 was NOK -12.4 million against NOK -11,6 million in 2021. For 2022, investing activities is primarily explained by investments in new equipment at in SIVA Innovation Centre and capitalisation of tech transfers on scale up of SAN products. Net cash flow from financing activities was NOK -1.9 million compared to NOK -3.2 million in 2021.
Net change in cash during 2022 was NOK 43.7 million, compared to NOK 60.2 million in 2021.
Consolidated statement of financial position
Total equity for the Group amounted to NOK 284.7 million at the end of 2022, compared to NOK 244.9 million at the beginning of the year. Increase in equity is primarily explained by underlying positive performance. Equity ratio was 89 %. Cash and cash equivalents amounted to NOK 244.2 million per 31.12.2022, compared to NOK 200.4 million at the end of previous year. The Group has no interestbearing debt that is payable. All interest-bearing debt is related to lease of premises (IFRS 16 calculations).
The parent company
Sales revenues for the parent company ArcticZymes Technologies ASA were NOK 11.4 million in 2022. Net profit was NOK 31.2 million, explained by group contribution from the subsidiary ArcticZymes AS of NOK 55.3 million. Sales revenues are intercompany sales of services to the subsidiary.
The 2022 profit in the parent company ArcticZymes Technologies of NOK 31.2 million is transferred to retained earnings.
4. Shareholder matters
The ArcticZymes Technologies share ended 2022 with a closing price of NOK 71.65, compared to NOK 94.0 at the end of 2021. NOK 64.2 was the lowest closing price during the fiscal year, while the highest closing price was NOK 91.8 per share.
Share option programs have been offered to certain employees in the Group since 2010. CEO Jethro Holter, CFO Børge Sørvoll and former CSO Rolf Engstad were granted a right to receive options for 200,000 shares each back in 2018. All rights were earned and vested in 2021. CEO, Jethro Holter exercised all his options at the end of 2021, whereas former employee Rolf Engstad exercised his options in November 2022. CFO Børge Sørvoll's options expiry date has been adjusted from 31.12.2022 to 30.06.2023.
A new 5-year Long Term Incentive (LTI) programme was initiated in December 2021 where 500,000 options were awarded to members of senior management, distributed with 170,000 to CEO Jethro Holter, 130,000 to CFO Børge Sørvoll and 100,000 to Director Operations Marit Sjo Lorentzen and VP R&D and Application Olav Lanes. No options under the LTI programme were awarded in 2022. The programme has a maximum potential award of 4% of outstanding shares.
The share option program is described in note 21 to the financial statement and in the remuneration report.
Share options may in extraordinary cases be granted to the Board to attract and retain individuals with international industrial expertise and knowledge that will benefit the Company. The Nomination Committee recommended an award of 315,000 options to Board members at the AGM in 2020 and this was supported by the Company's shareholders. See the Groups Corporate Governance report for further information.
As of 31.12.2022, the Company has 50.571.390 shares registered with a nominal value of NOK 1.00, distributed on 3,739 VPS-registered shareholders.
5. Risk
The Group is exposed to various types of financial and operational risks.
There are risks associated with development and sales in ArcticZymes. The Company is actively entering new agreements to broaden the revenue base and secure business as a long-term critical component supplier. Success relating to new product introductions is not guaranteed and sales will be dependent on customer implementation. However, ArcticZymes' innovations process is built around voice of customer and prototype testing to ensure that only commercially relevant innovations reach the market.
Future changes in taxes and regulations may represent a risk for the Group having a global scope for both business areas.
The Group seeks to protect its intellectual property through patent protection and trade secrets. There will always be a risk that other companies may dispute such rights or that other players secure rights that could restrict the technological freedom. There is also a risk that the Group must take on costs to defend its rights against patent infringement.
The ArcticZymes Technologies group is a small company, with few employees, a number of whom are critical to the success of the Group's operations. Key personnel are involved in the development of products, technologies, production processes, quality control, purchasing, marketing and quality assurance, as well as other activities. The Company is also dependent on recruiting new, qualified personnel, and there is no guarantee that the Company will be able to retain key personnel or to be able to recruit new key personnel in the future. New locations such as the Applications laboratory in Oslo will aid the Company in attracting more scientific talent to ArcticZymes.
Currency risks arise since most of the Company's revenues are in USD and Euro, while most expenses are accrued in NOK. A higher exchange rate for the USD and Euro against the Norwegian krone will affect the outcome in a positive direction, while lower rates will have the opposite effect. The Group's exposure to currency will in the long run be altered if new product releases provide a change in the currency mix and if there is a change in customer locations.
Financial investments are carried out only in the form of bank deposits, certificates, or money market funds with short maturities. The Group is thus not very exposed to interest rate risk. The Company shall not be exposed to any financial risk in the stock market. The Group has limited credit risk and recognised no losses on accounts receivable either in 2022 or 2021.
The Coronavirus pandemic has in general terms impacted the business positively in 2021 and 2022, but there is no guarantee that the Company will continue to have positive contributions from the Coronavirus pandemic moving forward as the pandemic has transitioned to an endemic state.
The war in Ukraine is not considered to impact the business in a material way. The Company does not have any customers nor suppliers that origin from either Ukraine, Russia or Belarus. The Company has experienced longer lead times on some of the consumables used in production, but if this is a result of the macroeconomic climate, or the war is hard to determine.
The Board considers the liquidity situation to be satisfactory, provided that the estimated cash flow from operations and investment activities follows established plans and budgets for 2023.
6. The working environment and staff
The Company is strongly dependent on its employees. All innovation, manufacturing, quality oversight and commercial operations are supported by highly educated and committed personnel. The Company is committed to recruit and develop employment for all genders, and salaries shall not be influenced by gender.
At the end of 2022, there were 61 full and part time employees in the Group. There were 6 employees in the parent Company ArcticZymes Technologies ASA, 55 employees and associates in ArcticZymes AS, an increase of 15 employees during the year.
Lost days due to sick leave in 2022 totalled 381 days, compared to 249 days in the previous year. Accumulated sick leave was 3.6 % compared to 2.3 % in 2021. There were no work accidents causing injury to personnel or damage to machinery during 2022.
The Company is committed to recruit and develop employees of all genders. Equality between the genders is practiced in a way that all genders are considered equal regarding career opportunities and salary. At the end of the year, there were 35 women and 26 men employed within the Group. At the end of 2022, the Board consists of 3 directors, of which 2 are women. The employee-elected representative is a male.
The Company has a Board liability insurance covering the Board of Directors and the CEO in case the individual should become personally liable for damages on the basis of negligence. The insurance covers damages up NOK 30 million per claim.
See the Group's "Workplace equality and diversity reporting" (Aktivitets- og redegjørelsesplikt) for further information. This statement can be found on www.arcticzymes.com.
7. Natural environment
The Company's activities have limited negative impact on the environment. Excipients and chemicals that cannot be recycled in the production processes are collected and returned to an approved manufacturer for environmentally and sound recycling. Procedures for the collection of various types of waste from laboratories and for separation by source of waste from other operations are established. This is considered to have minimal impact on the environment. Use of energy in the production process is modest.
See the Group's ESG statement for further information. This statement can be found on www.arcticzymes.com.
8. Principles of corporate governance
9. Corporate social responsibility
The Board has established principles for corporate governance in line with the Norwegian Accounting Act § 3-3 and the Norwegian Code of Practice for Corporate Governance. A detailed description of these principles can be found in the annual report under Corporate Governance or on the Company's website www.arcticzymes.com.
The Group is committed to develop socially valuable products. The life science products of the Company shall make laboratory processes and diagnosis more efficient and cost effective. The Company avoids using scarce natural resources and emphasises this by approving suppliers. Ethical guidelines are established, and all employees have confirmed individually in writing that they, through their position will work to prevent discrimination, promote equality, promote human rights and combat all forms of corruption.
See the Group's ESG statement for further information. This statement can be found on www. arcticzymes.com.
The Company will present a separate report on the "Transparancy Act" prior to 01 July 2023. The report will be published on the Company´s website www.arcticzymes.com
10. Outlook
ArcticZymes Technologies remains committed to achieve its strategic goals through organic and inorganic growth.
The outlook for 2023 will be to capitalise on organic investments carried out in 2022 through productive organisation while having an opportunistic approach to inorganic growth.
The Company aims to launch new products throughout the year.
The Company has invested such that the fundamental business remains strong and therefore we expect annual sales to grow from 2022 to 2023.
The Company does not foresee any material Coronavirus-related sales in 2023.
The Company will review its long-term commercial goals in the first half of 2023.
Overall, it is the Board's view that the Company has a solid foundation for future growth through organic and inorganic expansion.
The Board would like to thank all employees for their efforts and achievements in 2022.
Tromsø, Norway, 28 April 2023
Director – employee elected
Jane Theaker Director
Jethro Holter CEO
Principles of Corporate Governance
22 Corporate Social Responsibility 2022
Statement on corporate governance
In accordance with NUES's recommendation for good corporate governance and Article 3-3b of the Norwegian Accounting Act, the Board of Directors in ArcticZymes Technologies has prepared this policy statement on corporate governance. If the Company deviates from NUES recommendation, AZT will adhere to the "comply or explain" principle for each and every clause in the recommendation.
Business
ArcticZymes Technologies ASA (hereinafter "AZT") is a is a Norwegian life science company focused on the development, manufacturing, and commercialisation of novel and high-quality recombinant enzymes for use in molecular research, In Vitro Diagnostics (IVD) and biomanufacturing.
The Company is creating value from innovative enzyme technologies which capitalise on more than three decades of world-class research at the Arctic University of Tromsø and in collaboration with other national and international partners to offer niche and high-quality products.
ArcticZymes Technologies' products and capabilities are protected via a large portfolio of patents and over 20 years know-how in innovating and manufacturing enzymes.
ArcticZymes Technologies supports the UN's 17 Sustainable Development Goals and have decided to report company efforts in reference with the Global Reporting Initiative (GRI) framework. Through this report the Company will show how employees, enzyme, society and the future, and how this affects our business processes are affected, and our response to the challenges encompassed in sustainability.
The Board of Directors has developed a plan where targets, risk assessment and strategies are evaluated at least on an annual basis.
The Company's activities are also described in Article 3 of the Articles of Association and are posted on the Company's website and published in the current annual report.
Equity and profits
As of 31. December 2022, the Company's equity amounted to NOK 284.7 million. The Board believes that end of year equity is satisfactory.
The Board does not recommend payment of dividends to its shareholders as the Company intends to grow the company inorganically.
At the Annual General Meeting on 23. June 2022, the Board was authorized to issue up to 400,000 shares in connection with employee share schemes. The authorization is valid until the Annual General Meeting in 2023, but not later than 30. June 2023. 200,000 shares were issued under this authorisation.
At the Annual General Meeting in 2023, the Board will propose a one-year renewal of the authorisation to cover all exercisable options until the Annual General Meeting in 2024.
At the Annual General Meeting on 23. June 2022, the Board was authorised to issue up to 7,500,000 shares in connection with general capital increases and inorganic growth ambitions. The authorisation is valid until the Annual General Meeting in 2023 but not later than 30. June 2023. As of March 2023, no shares were issued under this authorisation.
At the Annual General Meeting in 2023, the Board will propose to update the current authorisation with a new one-year renewal that fits with current legislation and expected needs for inorganic growth initiatives.
Equal treatment of shareholders and transactions with related parties
ArcticZymes Technologies has only one class of shares. Each share carries one vote.
In the event of capital increases, shareholders' preemption rights may be waived in accordance with current authorisations. Transactions may deviate from current market price as exercise price on employee options were determined at allocation.
All material or extraordinary transactions between the Company and shareholders, directors, management or close associates of any such parties shall be evaluated independently by a third party.
The Directors and senior management are also obliged to notify the Board if they have a material interest in any transaction entered into by the Company.
Free marketability
The Company's Articles of Association place no restrictions on trading of shares or voting rights.
General Meetings
Through General Meetings, shareholders are guaranteed participation in the body that is the highest authority in the Company. This is where the Company's Articles of Association are adopted. Notice of General Meeting's shall be distributed to shareholders no later than 21 days prior to the meeting and shall be posted on the Company's website. In general, supporting documents will only be posted on the Company's website.
The registration deadline for General Meetings is normally the day before the meeting. Shareholders who cannot attend the meeting may vote by proxy. The Company will propose a person to vote as a proxy for shareholders and will facilitate proxies at the General Meetings so that shareholders can authorise the proxy in each case. The supporting documents describe procedures that apply for participation, proxy forms, procedures for submitting proposals for discussion and information on where documents are available. Generally, the Chairman of the Board opens the meeting and suggests a person to chair the meeting. Normally, members of the Board, election committee, auditor and management will attend the meeting. Minutes of General Meetings will be made available on the Company website and on the stock exchange.
Nomination Committee
The Company has a Nomination Committee consisting of three members elected by the Annual General Meeting for two-year terms. According to article 6 of the Articles of Association, the members of the Committee shall be shareholders or representatives of shareholders. The Nomination Committee shall arrange for shareholders to propose candidates to the Board of Directors. The Annual General Meeting elects the chair of the Nomination Committee and determines the remuneration of its members. At the Annual General Meeting in 2022, Jon Sandberg was elected chairman, while Arne Handeland and David Zetterlund were elected as members. The election committee is independent of the Board and management in the Company. Instructions for the Nomination Committee have been adopted by the Annual General Meeting and are available on the Company's website.
Corporate assembly and Board, composition and independence
The Company has no corporate assembly. According to the Articles of Association, the Board must consist of between 3 and 8 members. The Board has currently 3 members, whereas 2 are elected by shareholder and 1 is elected by employees. The Board members are considered independent of the Company's main shareholders.
Directors of the Board and the Chairman are elected by the Annual General Meeting in accordance with the Company's Articles of Association. The Director's term (election period) should not exceed two years. Information about the Directors are available on the Company's website.
The Chairman of the Board has supported the Company in a temporary 40 % consultancy position from end of January 2023 when the CEO went on sick leave. The agreement is approved by the board, and it is not considered to impact the Chairman's independency.
The work of the Board of Directors
The Board has the overall responsibility for managing, supervising the daily management and operations of the Company. Instructions have been prepared for the Board's work. At the end of each year, the Board determines a plan for its work covering matters the Board is required by legislation and regulation to consider and other topics that are essential for the Board to follow-up in the following year.
There subsists job descriptions for the CEO and other senior managers. The Board evaluates its own work and competence at least once a year. The evaluation is submitted to the Nomination Committee. The Board, together with the Compensation Committee evaluates the work of the CEO and other senior managers at least once per year. This includes evaluating the achievement of pre-defined and agreed goals.
The Board had 10 board meetings in 2022, which were a combination of virtual and physical meetings.
The Board has established a Compensation Committee and an Audit Committee. Both committees have independent members chosen amongst the Board members. The Audit Committee is a preparatory body to assist the Board in meeting its responsibilities with regard to financial reporting, auditing and internal control while the Compensation
Committee consider reimbursement for the CEO and senior managers. Specific instructions have been prepared for the work of both Committees.
Senior management representatives of the parent Company have been appointed as Directors of the Group's subsidiary.
Risk management and internal control
Together with the Company's auditor, the Audit Committee and the Board carries out an annual review of the Company's internal controls. A financial handbook describing the Company's financial management is established. The Company's quality system safeguards procedures for risk management and internal control processes and products in accordance with applicable regulations and customer requirements. The enzyme operation and subsidiary ArcticZymes AS was ISO13485 approved in December 2017 and has annual audits to uphold the registration. The Board is of the opinion that the Company's internal control is sufficient.
There exists various levels of risk related to the Company's operations. The Board considers that the Company's main areas of risk relate to:
- General risks associated with government regulation and competition
- Financial risks related to currency fluctuations
- Risks associated with the result and commercial adaptation of long-term product development
- Patent risks
- Risks related to key personnel and the possibility of losing this type of personnel
- Product liability
- Key suppliers and dependence thereon
- Legal disputes which may arise
Procedures have been established for handling insider information and infringement of internal policies and procedures, which apply to all employees. The procedures reflect the guidelines of the Oslo Stock Exchange and MAR regulations implemented 1st March 2021. Procedures have also been established for the regular reporting of financial statements. Furthermore, management reports to the Board on the progress of the Company's development and other operational processes at least once a month. The Board must continuously verify that the Company lives up to its values and follows its ethical guidelines.
Remuneration of the Board
The Annual General Meeting, based on a proposal from the Election Committee, determines the Board's remuneration. The level of remuneration should reflect the Board of Directors' responsibility, expertise, the complexity of the Company, as well as time spent and the level of activity in both the Board of Directors and any board committees.
The remuneration of the Board of Directors shall not be linked to the Company's performance.
The Annual General Meeting in 2022 set the remuneration for the Chairman of the Board to NOK 425,000 and NOK 225,000 for each of the members. The remuneration of the employee representative constitutes 50% of the remuneration for the regular board member. The employee observer does not receive any remuneration. Remuneration for the Chairman of the Audit and Compensation Committee are NOK 50,000 and NOK 25,000 for each member. The board had 10 meetings in 2022 plus some additional work meetings. The defined remuneration for the Board and subcommittees shall apply from the decision date until the next Annual General Meeting.
At the Annual General Meeting in 2020, the Chairman of the Board received 200,000 options whereas the two other board members received 100,000 and 15,000 options, respectively. The options have 5 years to maturity, exercise period from year 3-5 and a strike of NOK 10.19 per share. This award was in breach with NUES recommendation for good corporate governance, but it was proposed and recommended by the Nomination Committee.
Any consideration paid to members of the Board of Directors in addition to their board remuneration are specifically identified in the annual report.
The Chairman of the board has for a limited time in 2023 supported the Company, in absence of CEO. The Chairman invoices the Company for 40% time based on same salary as CEO; MNOK 0.8 (40%).
Severance or pension schemes have not been established for the Board members.
Remuneration for senior managers
The Board shall establish guidelines for the remuneration of senior executives, which shall be presented to the Annual General Meeting at least every fourth year. The Board shall determine the remuneration of the CEO in accordance with these guidelines. The CEO in consultation with the Board shall determine the remuneration of other senior executives. The Board's decision on remuneration of the CEO and the principles for reimbursement of other senior executives are based on proposals from the Compensation Committee. The Board determines the charter for the Compensation Committee. The Compensation Committee shall seek schemes to encourage long-term value creation in the Company. Overall remuneration shall be competitive with comparable companies. Option schemes have been established.
According to the Public Limited Liabilities Act § 6-16b, remuneration of senior executives is described in a separate report to the annual report.
Information and communication
The Board has established guidelines for information and reporting to the stock exchange. The guidelines have been formulated in accordance with applicable legislation and stock exchange regulations. The Company provides equal and simultaneous information to the stock market. The Company holds investor presentations in connection with the publication of quarterly reports. Generally, these quarterly presentations are published as webcasts. Notifications are posted on the Company's website at the same time the information is disseminated to the market. The Board has also established guidelines for communication with the media.
In addition to the Board of Directors' dialogue with the Company's shareholders in the general meetings, the Board of Directors should make suitable arrangements for shareholders to communicate with the Company at other times to enable the Board of Directors to develop and understand which matters affecting the Company from time to time are of particular concern to its shareholders. Communications with the shareholders should always be in compliance with the provisions of applicable laws and regulations and in consideration of the principle of equal treatment of the Company's shareholders. In accordance with internal procedures, the CEO is the main contact for communication with shareholders.
Acquisition
The Board has not implemented measures intended to prevent or impede any offers for the Company's shares. The Board will obtain valuation from an independent expert and issue a recommendation on whether shareholders should accept a takeover
offer or not. The Board is committed to ensure that all shareholders are treated equal.
In a take-over process, the Board of Directors and executive management each have an individual responsibility to ensure that that there are no unnecessary interruptions to the Company's business activities. The Board of Directors has a particular responsibility in ensuring that the shareholders have sufficient information and time to assess the offer.
Audit
The Company's auditor, PWC, was elected at the Annual General Meeting in 2019. The responsible partner is Ørjan Renø. The auditor's plan for the audit work shall be presented to the Audit Committee. The Company's internal control procedures must be reviewed once a year in a meeting between the auditors, the Board and the Audit Committee. The auditor shall participate in Board meetings concerning the annual report. The Board and auditors shall meet once a year without the presence of the administrative management. The auditor has provided a written statement regarding compliance with independence requirements.
An overview of the services the auditor carries out in addition to the audit is presented and approved by the Board in connection with the annual report. The Annual General Meeting shall be informed about how the remuneration of the auditor is divided between auditing and other services. The auditor shall participate in the Annual General Meeting if this is considered necessary.
Remuneration report
28 Remuneration report
According to the Public Limited Companies Act § 6-16b, the Board of Directors shall prepare a report on remuneration to the CEO, other senior executives and employees who are members of the board. The report shall account for the executive remuneration policy and guidelines in the company which were approved by the Annual General Meeting in May 2021. The first remuneration report was approved by the Annual General Meeting on 23 June 2022.
Introduction - highlights
2022 was a year where focus was on organic growth, expanding the organisation by more than 30 percent and with the ambition to secure a M&A deal. The ArcticZymes Technologies group had sales revenues of NOK 137.0 million in 2022, compared to NOK 128.0 million in 2021. Net profit after tax for the Group was NOK 32.9 million compared to NOK 46.4 million in 2021
Volker Wedershoven resigned as a director of the board, chairman of the Audit Committee and as a member of the Remuneration Committee in November 2022.
In 2022, focus and ambition of the Company were towards the following performance targets: Sales/ EBITDA, M&A deal announced, the release of 5 innovation products, 3 upscaling projects, ESG report released, ERP system implemented and the release of 3 prototypes. Two targets were fully completed whereas the other targets were only partially met. Bonus compensations were aligned to these targets with the result of a 25% variable compensation.
An option program was approved by the Annual General Meeting in May 2021. At any time, the number of allocated options is limited to 4 % of the outstanding shares. 500,000 options were awarded to senior executives in December 2021 under this program. No options were awarded in 2022.
| Name, position | Year | 1. Fixed Board remuneration |
2. Remuneration for committee meetings |
3. Extraordinary items |
4. Total remuneration |
|---|---|---|---|---|---|
| 2021 | 395 000 | 75 000 | 470 000 | ||
| Dr. Marie Roskrow, Chairman | 2022 | 425 000 | 75 000 | 500 000 | |
| Jane Theaker, Director | 2021 | 135 000 | 30 000 | 165 000 | |
| 2022 | 225 000 | 55 000 | 320 000 | 600 000 | |
| Bernd Striberny, Employee Director | 2022 | 56 250 | 56 250 | ||
| Marit Sjo Lorentzen, former Emp. | 2021 | 97 500 | 10 000 | 107 500 | |
| Director | 2022 | 45 000 | 45 000 | ||
| 2021 | 195 000 | 75 000 | 270 000 | ||
| Volker Wedershoven, former Director | 2022 | 180 000 | 60 000 | 185 000 | 425 000 |
Total remuneration of Board of Directors and senior executives:
Senior executive remuneration in 2022 and 2021:
| 1 Fixed Remuneration | 2. Variable remuneration | ||||
|---|---|---|---|---|---|
| Name, position | Year | Salary paid | Board fees | Fringe benefits | One-year variable (earned, not paid) |
| Jethro Holter, CEO | 2021 | 1 891 713 | 11 772 | 752 000 | |
| 2022 | 2 072 570 | 10 517 | 210 000 | ||
| Børge Sørvoll, CFO | 2021 | 1 451 493 | 11 772 | 362 250 | |
| 2022 | 1 538 187 | 10 543 | 95 091 | ||
| Darren Ellis, CSO | |||||
| 2022 | 116 667 | - | |||
| Olav Lanes, VP R&D and applications |
2021 | 1 072 061 | 10 298 | 130 410 | |
| 2022 | 1 128 536 | 11 370 | 42 628 | ||
| Dirk Hahneiser, VP BD | |||||
| and marketing | 2022 | 735 428 | 25 584 | 60 060 | |
| Marit S. Lorentzen, VP Operations |
2021 | 1 001 306 | 107 500 | 10 298 | 152 145 |
| 2022 | 1 074 109 | 45 000 | 13 686 | 42 628 |
Explanatory notes:
- CEO, Jethro Holter's compensation package was changed by 5% per 1. October 2022, to MNOK 2,1 (from MNOK 2,0) in fixed salary. He is entitled to 10% performance related pay.
- CFO, Børge Sørvoll received a 5% increase in fixed salary on 1. July 2022. He is entitled to 6.25% in performance related pay
- VP Operations, Marit S. Lorentzen was promoted in 2022 with salary increase and a 5% general increase. She is entitled to 3,75% performance related pay.
- VP R&D and Application, Olav Lanes received a 4.6% salary increase in 2022. He is entitled to 3,75% performance related pay.
- CSO, Darren Elllis started in his position 1. December 2022. He served as a part-time consultant prior to this. He received NOK 50.000 in sign-on bonus.
- VP Business Development and Marketing, Dirk Hahneiser started in his position on 1. July 2022 and was only entitled to 50% of possible annual compensation.
- Board member, Jane Theaker, was awarded a reward of NOK 500.000 after AGM in 2022. The remuneration less taxes should be used to purchase shares in AZT. NOK 320.000 was paid to Jane in 2022.
- Former board member, Volker Wedershoven received NOK 185.000 in closing remuneration related board and committee work.
- Fringe benefits consist of taxable portion of insurance and electronic communication.
- The board is reimbursed for travel expenses.
Share-Option based remuneration
In 2018, the Board introduced an LTI scheme for the Chief Executive Officer and other senior executives. 200.000 "right to receive options" were awarded to CEO Jethro Holter, CFO Børge Sørvoll and former CSO Rolf Engstad, respectively. The right to receive options had the following performance conditions.
| Potential awarded options |
Option exercise price |
Options earned at share price |
|---|---|---|
| 40,000 | NOK 8.00 per share | NOK 11.00 per share |
| 40,000 | NOK 8.00 per share | NOK 14.00 per share |
| 40,000 | NOK 8.00 per share | NOK 17.00 per share |
| 40,000 | NOK 8.00 per share | NOK 20.00 per share |
| 40,000 | NOK 8.00 per share | NOK 23.00 per share |
| One-year variable (earned, not paid) % Fixed 752 000 83 319 2 738 804 73% 210 000 105 954 2 399 041 91% 362 250 91 215 1 916 730 81% 95 091 105 954 1 749 775 95% - 50 000 166 667 100% 130 410 70 821 1 283 590 90% |
% Variable 27% 9% 19% 5% 0% 10% 97% 3% |
|
|---|---|---|
| 42 628 94 160 1 276 694 |
||
| 60 060 15 600 836 672 93% |
7% | |
| 89% 11% |
||
| 152 145 64 635 1 335 884 |
1 261 957 97% 3% |
The right to receive options had a vesting period from 31.12.2018 to 31.05.2021 and an exercise period from 31.05.2021 to 31.12.2022. CEO, Jethro Holter exercised all of his options in December 2021, whereas Rolf Engstad exercised his options in October 2022. CFO, Børge Sørvoll's expiry on "2018 options" was extended by the Board of Directors from 31.12.2022 to 30.06.2023.
A share option program was introduced at the Annual General Meeting in 2021 where the Board proposed to introduce an annual LTI scheme to cover new allocations for the senior executive group, as well as for other key positions in the Company. Granted share options shall have a waiting period (no vesting) of 12 months and 36 months vesting period, with 1/36 vested every month. Following the 36-month vesting period, there will be a 12-month exercise period. The exercise price for any new options awarded will be set at the market price of the share at the time of award. At any time, the number of allocated options is limited to 4% of the outstanding shares.
500.000 options under this scheme were granted on 17.12.2021 to senior executives. In case of termination of employment, all vested options not in the exercise period will lapse without compensation. Options in the exercise period shall be exercised as soon as possible after termination.
The Chairman of the Board, Marie Roskrow, former board member Volker Wederhoven and Marit Sjo Lorentzen were awarded 315,000 options at the Annual General Meeting in 2020. These options had a 3-year vesting period from 2020-2023, with an exercise period from 14.05.2023 to 14.05.2025. Former board member Volker Wedershoven received an accelerated vesting when he left the board. His exercise period started in November 2022 and runs through the Annual General Meeting in 2025.
| Senior executive and Board of Directors long-term incentives: | |||
|---|---|---|---|
| Main conditions of plan | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name, position | 1. Specification of plan |
2. Performance period |
3.Award date |
4. Vesting date |
5. End of holding period |
6. Excercise period | ||
| Jethro Holter, CEO | 2021 LTI Award | 17.12.2021- 30.11.2026 |
17/12/2021 | 17.12.2022- 16.12.2025 |
30/11/2026 | 17.12.2025- 30.11.2026 |
||
| 2018 LTI Award | 31.12.2018 -31.12.2022 |
31/12/2018 | 31/05/2021 | 31/12/2022 | 31.05.2021 - 31.12.2022 |
|||
| Børge Sørvoll, CFO | 2021 LTI Award | 17.12.2021- 30.11.2026 |
17/12/2021 | 17.12.2022- 16.12.2025 |
30/11/2026 | 17.12.2025- 30.11.2026 17.12.2025- 30.11.2026 17.12.2025- 30.11.2026 14.05.2023- 14.05.2025 14.05.2023- 14.05.2025 14.05.2023- 14.05.2025 |
||
| Olav Lanes, VP R&D and Applications |
2021 LTI Award | 17.12.2021- 30.11.2026 |
17/12/2021 | 17.12.2022- 16.12.2025 |
16/12/2025 | |||
| Marit S. Lorentzen, | 2021 LTI Award | 17.12.2021- 30.11.2026 |
17/12/2021 | 17.12.2022- 16.12.2025 |
16/12/2025 | |||
| VP Operations | 2020 Board award | 14.05.2020- 14.05.2025 |
14/05/2020 | 25/05/2022 | 14/05/2025 | |||
| Marie Roskrow, Chairman of the board |
2020 Board award | 14.05.2020- 14.05.2025 |
14/05/2020 | 25/05/2022 | 14/05/2025 | |||
| Volker Wedershoven, former Director |
2020 Board award | 14.05.2020- 14.05.2025 |
14/05/2020 | 25/05/2022 | 14/05/2025 |
Information on how the remuneration complies with the remuneration guideline and how performance criteria were applied
The Remuneration Guidelines, which were approved by the Annual General Meeting on 20.05.2021, have served as a framework for all remuneration procedures during the financial year 2022 and the performance criteria decided.
The performance and target driven approach for the management as laid out in the Remuneration Guidelines is aligned with the strategic ambition for the Company. The ambitions for 2022 were extensive and most targets were partially met. The Board still believes that goals set will increase shareholder value and a sound financial standing of the Company in the coming years.
One member of the board of directors has been nominated for all employees of the group to file complaints against fair treatment according to Remuneration Guidelines. The Group will present its first mandatory equality report (ARP) for 2022 in the first half of 2023, where management and employees review equality principles and pay in the Group.
Opening balance During the year Closing balance
8,00 200 000 200 000
10,19 15 000 15 000 15 000
10,19 200 000 200 000 200 000
10,19 100 000 100 000 100 000
Total 1 015 000 0 315 000 500 000 0 515 000
-
Share options awarded and unvested
-
Share options subject to holding period
The remuneration committee reviews the remuneration of the executive management from time to time and supplies recommendations to the Board of Directors. The Committee's recommendation for the remuneration of the management is based on individual interviews with the management, the experience and competence of the persons and their position in the Company, as well as a comparison of the geographical and marketplace specifics.
| Information regarding the reported financial year | ||||||
|---|---|---|---|---|---|---|
| Opening balance | During the year | Closing balance | ||||
| 7. Strike price of the share |
8 Share options held at the beginning of the year |
9. Share options awarded |
10. Share options vested |
11. Share options subject to performance condition |
12. Share options awarded and unvested |
13. Share options subject to holding period |
| 89,52 | 170 000 | 170 000 | ||||
| 8,00 | 200 000 | 200 000 | ||||
| 89,52 | 130 000 | 130 000 | ||||
| 89,52 | 100 000 | 100 000 | ||||
| 89,52 | 100 000 | 100 000 | ||||
| 10,19 | 15 000 | 15 000 | 15 000 | |||
| 10,19 | 200 000 | 200 000 | 200 000 | |||
| 10,19 | 100 000 | 100 000 | 100 000 | |||
| Total | 1 015 000 | 0 | 315 000 | 500 000 | 0 | 515 000 |
Name, position 1. Specification
Jethro Holter, CEO
Børge Sørvoll, CFO
Applications
of the board
Olav Lanes, VP R&D and
Marit S. Lorentzen, VP Operations
Marie Roskrow, Chairman
Volker Wedershoven, former Director
of plan
- Performance
30.11.2026
-31.12.2022
30.11.2026
30.11.2026
30.11.2026
14.05.2025
14.05.2025
14.05.2025
3.Award date
- Vesting date
16.12.2025
16.12.2025
16.12.2025
16.12.2025
17/12/2021 17.12.2022-
17/12/2021 17.12.2022-
17/12/2021 17.12.2022-
17/12/2021 17.12.2022-
31/12/2018 31/05/2021 31/12/2022 31.05.2021 -
14/05/2020 25/05/2022 14/05/2025 14.05.2023-
14/05/2020 25/05/2022 14/05/2025 14.05.2023-
14/05/2020 25/05/2022 14/05/2025 14.05.2023-
period
2021 LTI Award 17.12.2021-
2018 LTI Award 31.12.2018
2021 LTI Award 17.12.2021-
2021 LTI Award 17.12.2021-
2021 LTI Award 17.12.2021-
2020 Board award 14.05.2020-
2020 Board award 14.05.2020-
2020 Board award 14.05.2020-
Senior executives targets and performance in 2022:
| 3. Information on performance targets | |
|---|---|
| Name, position 1. Performance criteria 2. Relative weighting of |
Minimum target/ corresponding award |
| Group EBITDA and Sales NA |
|
| ESG report approved 5% |
|
| NA | |
| ERP implemented 15% |
|
| NA Jethro Holter, CEO |
|
| M&A SPA signed 25% |
|
| NA | |
| 5 products launched 10% |
|
| 3 prototypes launched 10% |
|
| Group EBITDA and Sales 35% |
|
| NA | |
| ESG report approved 10% |
|
| NA Børge Sørvoll, CFO |
|
| ERP implemented 35% |
|
| NA | |
| M&A SPA signed | |
| NA | |
| Group EBITDA and Sales | |
| performance criteria Plan achievement 65 and 155 MNOK/ 35% ESG report approved New ERP solution implemented M&A SPA signed 2 products launced NOK 25.200 1 prototype launched NOK 33.600 Plan achievement 65 and 155 MNOK/ ESG report approved New ERP solution implemented M&A SPA signed 20% Plan achievement 65 and 155 MNOK/ 25% NOK 11.936 New ERP solution implemented 20% NA M&A SPA signed 10% NA 1 scale up project achieved 10% NOK 5.115 DMF progress NA Reduce opex 1% NA 2 products launched NOK 10.231 |
|
| ERP implemented | |
| M&A SPA signed | |
| Marit Sjo Lorentzen, VP | |
| 3 scale up projects Operations |
|
| DMF | |
| Min waste using Tim Woods. Reduce | |
| 15% opex 5% |
|
| 5 products launched 20% |
| Maximum target/ corresponding award | 4. Measured performance/outcome |
|---|---|
| Plan achievement 65 and 155 MNOK | Target partially achieved / |
| NOK 294.000 | NOK 75.6000 |
| ESG report approved | ESG report approved within deadline/ |
| NOK 42.000 | NOK 33.600 |
| New ERP solution implemented | Delayed / |
| NOK 126.000 | NOK 0 |
| M&A SPA signed | M&A LOI signed within EOY/ |
| NOK 210.000 | NOK 42.000 |
| 5 products launched | 3 products launched |
| NOK 84.000 | NOK 25.200 |
| 3 prototypes launched | 3 prototypes launched |
| NOK 84.000 | NOK 33.600 |
| Plan achievement 65 and 155 MNOK/ | Target partially achieved / |
| NOK 133.127 | NOK 34.233 |
| ESG report approved | ESG report approved within deadline/ |
| NOK 38.036 | NOK 34.233 |
| New ERP solution implemented | New payroll implemented/ |
| NOK 133.127 | NOK 11.411 |
| M&A SPA signed | M&A LOI signed within EOY/ |
| NOK 76.073 | NOK 15.015 |
| Plan achievement 65 and 155 MNOK | Target partially achieved / |
| NOK 42.628 | NOK 11.936 |
| New ERP solution implemented | Delayed / |
| NOK 34.102 | NOK 0 |
| M&A SPA signed | M&A LOI signed within EOY/ |
| NOK 17.051 | NOK 0 |
| 3 scale up proejcts achieved | 1 Scale up project achieved/ |
| NOK 17.051 | NOK 5.115 |
| DMF progress | DMF progress acceptable/ |
| NA | NOK 11.936 |
| Reduce opex 5% | Delayed / |
| NOK 25.577 | NOK 3.410 |
| 5 products launched | 3 products launched |
| NOK 34.102 | NOK 10.231 |
- Information on performance targets
Name, position 1. Performance criteria 2. Relative weighting of
Group EBITDA and Sales 35%
ESG report approved 5%
ERP implemented 15%
M&A SPA signed 25%
5 products launched 10%
3 prototypes launched 10%
Group EBITDA and Sales 35%
ESG report approved 10%
ERP implemented 35%
M&A SPA signed 20%
Group EBITDA and Sales 25%
ERP implemented 20%
M&A SPA signed 10%
3 scale up projects 10%
Min waste using Tim Woods. Reduce
5 products launched 20%
15%
DMF
opex 5%
Jethro Holter, CEO
Børge Sørvoll, CFO
Marit Sjo Lorentzen, VP
Operations
performance criteria
| 2. Relative weighting of performance criteria |
3. Information on performance targets | ||
|---|---|---|---|
| Name, position | 1. Performance criteria | Minimum target/ corresponding award | |
| Olav Lanes, VP R&D and | 25% | Plan achievement 65 and 155 MNOK/ | |
| Group EBITDA and Sales | NOK 11.936 | ||
| 10% | New ERP solution implemented | ||
| ERP implemented | NA | ||
| 10% | M&A SPA signed | ||
| M&A SPA signed | NA | ||
| applications | 10% | 1 scale up project achieved | |
| 3 scale up projects | NOK 5.115 | ||
| 20% | 1 prototype launched | ||
| 3 prototypes launched | NOK 13.641 | ||
| 25% | 2 products launched | ||
| 5 products launched | NOK 11.936 | ||
| 80% | Plan achievement 155 MNOK | ||
| Dirk Hahneiser, VP Business Development and Marketing |
Group Sales | NA | |
| 20% | Marketing strategy | ||
| Marketiing targets | NA |
Derogations and deviations from the remuneration guidelines and from the procedure for its implementation
The Board of Directors deviated from the remuneration guidelines in reference to chapter 3.3 Variable Remunerations point (a). The guidelines include a variable payment for the CEO of 33%. The Board of Directors decided in 2021 to raise the performance-related payment of the CEO to 40% to further increase motivation to achieve the performance targets. There were no deviations from guidelines in 2022.
| 4. Measured performance/outcome | |
|---|---|
| Target partially achieved / | |
| NOK 11.936 | |
| Delayed / | |
| NOK 0 | |
| M&A LOI signed within EOY/ | |
| NOK 0 | |
| 1 Scale up project achieved/ | |
| NOK 5.115 | |
| 3 prototypes launched | |
| NOK 13.641 | |
| 3 products launched | |
| NOK 11.936 | |
| Taraget not met/ MNOK 137 achieved | |
| NOK 0 | |
| Target achieved | |
| NOK 60.060 | |
Name, position 1. Performance criteria 2. Relative weighting of
Group EBITDA and Sales 25%
ERP implemented 10%
M&A SPA signed 10%
3 scale up projects 10%
3 prototypes launched 20%
5 products launched 25%
Group Sales 80%
Marketiing targets 20%
Olav Lanes, VP R&D and
Dirk Hahneiser, VP Business Development and Marketing
applications
performance criteria
| Annual change | 2018 vs 2017 |
2019 vs 2018 |
2020 vs 2019 |
2021 vs 2020 |
2022 vs 2021 |
Total remuneration 2022 (TNOK) |
|---|---|---|---|---|---|---|
| Jethro Holter, CEO | 3% | 13% | 36% | 19% | -12% | 2 399 |
| Børge Sørvoll. CFO | 6% | 9% | 20% | 8% | -9% | 1 750 |
| Darren Ellis, CSO | NA | |||||
| Dirk Hahneiser, VP BD and Marketing | NA | |||||
| Marit Sjo Lorentzen, VP Operations | 2% | 3% | 30% | 17% | -6% | 1 262 |
| Olav Lanes, VP R&D and applications | 2% | 3% | 9% | 18% | -1% | 1 277 |
| Company performance | 2018 vs 2017 |
2019 vs 2018 |
2020 vs 2019 |
2021 vs 2020 |
2022 vs 2021 |
2022 |
| Revenues (TNOK) | 0% | -32% | 107% | 37% | 7% | 136 997 |
| EBITDA (TNOK) | 62% | 124% | 2024% | 36% | -33% | 41 495 |
| Net profit (TNOK) | 43% | 96% | 13355% | -39% | -29% | 32 860 |
| Average remuneration on a FTE basis of employees |
2018 vs 2017 |
2019 vs 2018 |
2020 vs 2019 |
2021 vs 2020 |
2022 vs 2021 |
2022 |
| Employees in the Group | -2% | -11% | 15% | 33% | 38% | 52,2 |
| Average salary change ex management (TNOK) |
18% | -2% | 5% | -2% | -1% | 767 |
Comparative information on change of remuneration in the company:
Explanatory notes:
- Revenues, EBITDA and Net Profit from 2017 to 2018 includes the divested subsidiary Biotec Betaglucans AS. For ArcticZymes as a standalone company, please look at comparisons from 2019 vs 2020 and onwards
- Historic changes in employees and salaries are based on employees in ArcticZymes Technologies ASA and ArcticZymes AS.
- Darren Ellis was hired as a CSO in December 2022, hence there is no comparison data.
performance related targets met.
• Revenues grew by 7% in 2022 whereas EBITDA was reduced by 33%. The main reduction in profitability is investments in personnel where the organisation grew from 38 FTE's in 2021 to 52
• There is a general reduction in salary for senior management from 2021 to 2022 due to less
FTE's in 2022
Adaptations of guidelines and report approved by the Annual General Meeting in May 2021 and June 2022. respectively
At the Annual General Meeting on 20.05.2021, 99.8% of represented shareholders voted for the Remuneration guidelines and 89.5% voted for the binding guidelines with regards to equity instruments.
At the Annual General Meeting on 23.06.2022, 71.2% of represented shareholders voted for the
The Board has not initiated any specific actions based on the votes from the Annual General Meeting in 2022. The Board of Directors will consider further actions based on the vote at the Annual General
Remuneration report.
Meeting in 2023.
Financial statements – Group
Consolidated statement of profit & loss – Group
- January till 31. December
| (Amounts in NOK 1 000) | Note | 2022 | 2021 |
|---|---|---|---|
| Sales revenues | 5 | 136 971 | 127 970 |
| Other income | 6 | 694 | 3 078 |
| Total income | 137 664 | 131 048 | |
| Change in inventory | 16 | 196 | 2 993 |
| Cost of materials | 16 | -5 376 | -6 878 |
| Personnel expenses | 7,8,9 | -59 185 | -46 781 |
| Depreciation and amortization | 13,14,15 | -5 021 | -3 191 |
| Other operating expenses | 9,10 | -31 804 | -18 758 |
| Total operating expenses | -101 191 | -72 616 | |
| Operating profit | 36 474 | 58 432 | |
| Financial income | 11 | 6 352 | 1 545 |
| Financial expense | 11 | -684 | -975 |
| Financial net | 5 668 | 570 | |
| Profit before income tax | 42 142 | 59 002 | |
| Income tax expense | 12 | -9 283 | -12 621 |
| Net profit | 32 860 | 46 380 | |
| Net profit attributable to: | |||
| Equity holders of ArcticZymes Technologies ASA | 32 860 | 46 380 | |
| Earnings per share: | |||
| Weighted basic EPS from net profit | 20 | 0,65 | 0,94 |
| Weighted diluted EPS from net profit | 20 | 0,65 | 0,93 |
Consolidated statement of other comprehensive income – Group
| (Amounts in NOK 1 000) | Note | 2022 | 2021 |
|---|---|---|---|
| Net profit for the year | 32 860 | 46 380 | |
| Total comprehensive income | 32 860 | 46 380 | |
| Comprehensive income attributable to: | |||
| -shareholders of parent company | 32 860 | 46 380 | |
| Total comprehensive income | 32 860 | 46 380 |
Consolidated statement of financial position – Group
As of 31. December
| (Amounts in NOK 1 000) | Note | 2022 | 2021 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Deferred tax asset | 12 | 11 239 | 20 522 |
| Intangible assets | 13 | 9 236 | 1 790 |
| Machinery, equipment and permanent fixtures | 14 | 15 444 | 12 302 |
| Lease assets | 15 | 13 873 | 16 079 |
| Total non-current assets | 49 792 | 50 692 | |
| CURRENT ASSETS | |||
| Inventory | 16 | 7 078 | 6 882 |
| Accounts receivable | 17 | 11 593 | 20 281 |
| Other receivables | 17 | 6 413 | 5 833 |
| Cash and cash equivalents | 18,19 | 244 161 | 200 424 |
| Total current assets | 269 246 | 233 420 | |
| Total assets | 319 037 | 284 111 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Share capital | 20,21 | 50 571 | 50 371 |
| Premium paid-in capital | 261 656 | 260 256 | |
| Retained earnings | -27 491 | -65 783 | |
| Total equity | 284 736 | 244 845 | |
| LONG-TERM LIABILITIES | |||
| Lease liabilities | 15,18 | 10 348 | 14 472 |
| Total long-term lialilities | 10 348 | 14 472 | |
| CURRENT LIABILITIES | |||
| Lease liabilities | 15,18 | 3 732 | 3 097 |
| Accounts payable | 5 592 | 5 795 | |
| Other current liabilities | 22 | 14 628 | 15 902 |
| Total current liabilities | 23 953 | 24 794 | |
| Total liabilities | 34 301 | 39 266 | |
| Total equity and liabilities | 319 037 | 284 111 |
Tromsø, 28. April 2023
Jane Theaker Director
Bernd K. Striberny Director (employee) Jethro Holter CEO
Consolidated statement of changes in equity – Group
- January till 31. December
Consolidated statement of financial position
– Group
| (Amounts in NOK 1 000) | Note | Share capital |
Premium paid in capital |
Retained earnings |
Non controlling interest |
Total equity |
|---|---|---|---|---|---|---|
| Equity as of 01.01.2021 | 48 335 | 151 039 | -5 010 | 1 966 | 196 329 | |
| Comprehensive income 2021 | 46 380 | 46 380 | ||||
| TRANSACTIONS WITH OWNERS: | ||||||
| Share capital increase | 2 037 | 109 218 | -155 | 111 100 | ||
| Contribution in kind minority shareholders | -110 203 | -110 203 | ||||
| Employees' share options | 22 | 1 238 | 1 238 | |||
| Adjustment minority shareholders | 1 966 | -1 966 | ||||
| Equity as of 31.12.2021 | 50 371 | 260 256 | -65 784 | 0 | 244 845 | |
| Comprehensive income 2022 | 32 860 | 32 860 | ||||
| TRANSACTIONS WITH OWNERS: | ||||||
| Share capital increase | 200 | 1 400 | 1 600 | |||
| Employees' share options | 22 | 5 432 | 5 432 | |||
| Equity as of 31.12.2022 | 50 571 | 261 656 | -27 492 | 0 | 284 736 |
Consolidated statement of cash flow – Group
- January till 31. December
| (Amounts in NOK 1 000) | Note | 2022 | 2021 |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit before tax | 42 142 | 59 002 | |
| Profit/loss adjusted for: | |||
| Loss machinery | 40 | ||
| Adjustment, lease premises | -1 435 | ||
| Depreciation and amortization | 13,14,15 | 5 021 | 3 191 |
| Employees' options, share-based payment expense | 7 | 5 432 | 1 238 |
| Interest expense lease liability | 11 | 499 | 694 |
| Changes in operating assets and receivables | |||
| Inventory | 16 | -196 | -2 993 |
| Accounts receivables and other receivables | 17 | 8 107 | 4 592 |
| Account payable and other current liabilities | 22 | -1 476 | 9 207 |
| Net cash flow from operating activities | 58 094 | 74 970 | |
| CASH FLOW FROM INVESTING ACTIVITIES | |||
| Investment in machinery and equipment | 14 | -4 791 | -10 035 |
| Investment in intangible assets | 13 | -7 641 | -1 563 |
| Divestment of subsidiary (Biotec BetaGlucans) | 29 | ||
| Changes in long-term receivables | 5 | ||
| Net cash flow from investing activities | -12 432 | -11 564 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Payment on lease liabillities | 15 | -3 025 | -2 202 |
| Payment on interest lease liabillities | -499 | -694 | |
| Dividends to minority shareholders | -1 159 | ||
| Captial increase | 1 600 | 1 600 | |
| Payment other financing activities | -703 | ||
| Net cash flow from financing activities | -1 924 | -3 160 | |
| Net change in cash during the year | 43 738 | 60 246 | |
| Cash and cash equivalents as of 01.01 | 200 424 | 140 178 | |
| Cash and cash equivalents as of 31.12 | 244 161 | 200 424 |
Notes to the financial statements for 2022
Note 1 General information
The ArcticZymes Technologies group (the Company, the Group) is a Norwegian life science company focused on the development, manufacturing, and commercialisation of novel and high-quality recombinant enzymes for use in molecular research, In Vitro Diagnostics (IVD) and biomanufacturing.
The Company is creating value from innovative enzyme technologies which capitalise on more than three decades of world-class research at the Arctic University of Tromsø and in collaboration with other national and international partners to offer niche and high-quality products.
The Groups products and capabilities are protected via a large portfolio of patents and 20+ years of know-how in innovating and manufacturing enzymes.
ArcticZymes Technologies ASA is headquartered at the SIVA Innovation Centre, Sykehusvegen 23, Tromsø, Norway. Listed on the Oslo Stock Exchange since 2005 under the "AZT" ticker.
The Board of Directors approved the consolidated financial statements on 28. April 2023.
Note 2 Summary of significant accounting policies
The following describes the principal accounting policies applied in the preparation of the consolidated financial statements. These principles have been consistently applied to all periods presented, unless otherwise stated.
Note 2.1 Financial reporting framework
The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations of IFRS as adopted by the EU. The consolidated financial statements are prepared on a historical cost basis.
The preparation of financial statements in conformity with IFRS requires the use of estimates. Furthermore, the application of the Company's accounting principles requires management to exercise judgment. For further information about this, see note 4.
The consolidated financial statements are prepared under the going concern assumption.
The Group has adopted all new and amended standards with mandatory application for the current reporting period. The Group does not expect any new standards to have a significant impact on the profit & loss statement or the financial position statement of the Company.
Note 2.2 Principles for consolidation
Subsidiaries
The consolidated financial statements include the parent company ArcticZymes Technologies ASA and the wholly owned subsidiary ArcticZymes AS.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated and may be considered as an impairment indicator for the asset transferred. Accounting policies of subsidiaries will be adjusted when deemed necessary to ensure consistency with the Group's accounting policies.
Note 2.3 Foreign currency translation
Functional and presentation currency The accounts of the individual entities within the Group are measured by using the currency of the main economic environment in which the entity operates (its functional currency). The consolidated financial statements are presented in Norwegian kroner (NOK), which is the functional currency for all Group companies.
Transactions and financial position items
Foreign currency transactions are translated into the functional currency using the exchange rate at the transaction date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary items (assets and liabilities) in foreign currency at year-end, are recorded in the consolidated statement of profit & loss.
Note 3 Financial risk management
Note 3.1 Financial risk factors
Certain activities expose the Group to financial risks like market risk, credit risk, interest rate risk and liquidity risk. The Group's overall risk management is to minimise potential adverse effects of any unpredictability in the financial markets. For the reporting period, the Group had no interest-bearing loans. Financial instruments are not used for trading purposes. Interest-bearing investments beyond bank deposits can be made in certificates or bond funds with short maturities.
Note 3.1.1 Market risk
Foreign currency risk
Revenues for 2022 to the Group are mainly denominated in USD and EUR; distributed 68% at USD and 31% at EUR. A majority of the Group's cost base is denominated in NOK.
A weaker NOK against the USD or EUR will influence the operating profit in a positive direction, while a stronger NOK against the USD or EUR will have the opposite effect.
By using an equivalent exchange rate in 2022 as 2021, sales revenues in 2022 would have been NOK 8.0 million lower for the year as the NOK weakened towards the USD especially.
If NOK relative to USD was 5% stronger/weaker at 31 December 2022 and all other variables held constant, this would lead to a higher/lower operating profit of NOK 174.000. For EUR would such currency changes have affected the result by NOK 114.000. The impact on equity would be correspondingly. The calculated effect is based on a net 5% change in receivables and payables denominated in USD and EUR as of 31.12.2022.
The Group exchanges foreign currency into NOK on a regular basis. The Group tries to minimise the balance of foreign currencies in its accounts.
The Group has little exposure to interest rate risk as the investment of liquid assets are in bank deposits, certificates and / or money market funds with short maturities. The Group has no interest-bearing debt.
Note 3.1.2 Credit risk
The Group is mainly exposed to credit risk related to accounts receivables and some credit risk assosiated with bank deposits. No single customer represents major outstanding credit records and the associated credit risk is considered to be low. The maximum exposure is expressed at the carrying value of accounts receivable. Losses on accounts receivables was zero in 2022. All bank deposits are in DNB bank ASA. DNB Bank ASA has long-term S&P rating of AA-.
Note 3.1.3 Liquidity risk
Based on planned activities and current cash position, the Group considers the liquidity risk to be low. There are no major investments or investments that will have a major impact on the Company's liquidity. If the Company moves forward with an M&A event, capital will need to be raised in order to reduce any potential liquidity risk in the short and medium term.
The Group has its cash in Norwegian bank deposits and money market funds with low risk. At the reporting date, the Group had bank deposits and money market fund of NOK 244.2 million.
The Group's accounts payable and current liabilities has maturity shorter than one year and will be settled at maturity:
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Non-current lease liabilities > 12 months | 10 348 | 14 472 |
| Accounts payable < 3 months | 5 592 | 5 795 |
| Accounts payable 3 months – 12 months | 0 | 0 |
| Total accounts payable | 5 592 | 5 795 |
| Current lease liabilities < 12 months | 3 732 | 3 097 |
| Other current liabilities < 12 months | 14 628 | 15 902 |
| Total accounts payable and other current liabilities |
34 301 | 39 266 |
Book value of accounts payable and other current liabilities measured by currency:
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| NOK | 27 540 | 36 409 |
| EUR | 5 400 | 1 173 |
| USD | 1 203 | 1 454 |
| Other | 158 | 230 |
| Total accounts payable and other current liabilities |
34 301 | 39 266 |
Note 3.2 Capital management
The Group's objectives when managing capital are to safeguard the continued operations of the Group and to provide returns for shareholders and other stakeholders and to maintain an optimal capital structure to reduce capital costs. Presently, the Group is equity financed, but with positive cash flow and potential acquisitions through M&A in the future, the Group will consider its capital structure.
The Group has no long-term debt and pays no dividends to shareholders as long as the Group has ambitions on inorganic growth initiatives.
The table below shows the Group's net cash position as of 31 December:
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Cash and cash equivalents | 178 795 | 153 898 |
| Money markets funds | 65 366 | 44 879 |
| Less: Restricted cash equivalents | -2 131 | -1 647 |
| Net cash position | 242 030 | 198 777 |
Note 4 Accounting estimates and judgments
Estimates and judgments undergo continuous evaluation based on historical experience and other factors, including expectations of future events believed to be reasonable under the present circumstances.
The Group makes estimates and assumptions concerning the future. Estimates and assumptions are based on parameters available when the financial statements were prepared, but these assumptions may change due to market changes or circumstances arising beyond the control of the Group. These changes are reflected in assumptions when they occur.
Estimates and assumptions that might have a significant risk for adjustment in the carrying value in the following years are addressed below:
Assessment of capitalisation of development:
Capitalisation of development expenses of a defined product assumes that future cash flows from sales of this product exceed the expenses of development. The expected future cash flows are still subject to uncertainties, and may, if reduced, result in impairment of capitalised development expenses. During most of the development phase of a new product there is a significant uncertainty whether the product under development will be suitable for commercialisation. Because of this, the development projects will usually not qualify or recognition as an intangible asset before the latest stages of the development phase. See note 9 for development projects and note 13 for projects that are capitalised.
Assessment of useful life of intangible assets:
Useful life of intangible assets are based on an assessment of each individual asset. Maximum expected useful lifetime for capitalised development expense is the remaining lifetime of any related patents.
Assessing start up for amortisation of intangible assets:
Amortisation of intangible assets related to capitalised development costs begins when the product is ready for distribution / sales, including the presence of necessary government approvals. Amortisation of other intangible assets starts with acquisitions.
Options
Options are measured at the fair value of the equity instruments at the grant date. Calculation of fair value involves estimates and assumptions. Measurement inputs include share price on measurement date, strike price, expected volatility, weighted average expected life of the instruments, expected dividends, and the risk-free interest rate. At the end of each reporting period, the Group revises its estimates of the number of equity instruments that are expected to vest. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
Note 5 Segment information
Principles for accounting
The operating segments in these statements are consistent with the internal reporting provided to the chief operating decision maker. The operating decision maker, who is responsible for allocating resources and for assessing performance of the business segments, has been identified as the Board of Directors. An operating segment is engaged in providing products or services that are subject to risks and returns that are different from other operating segments.
The Group has divided its business into two operating segments; enzymes and corporate. The segment enzymes consists of sales revenues and operating expenses associated with the subsidiary ArcticZymes AS. The corporate segment provides a range of administrative services to the subsidiary. Invoicing is based on service agreements. Corporate overhead cost within the parent company remains unallocated.
The Group recognise revenues according to IFRS 15 when it transfers control over a good or service to a customer. Control is transferred to the customer according to the agreed delivery terms for each order. Delivery terms are based on Incoterms 2020 issued by International Chamber of Commerce, and the main delivery terms for the Company is FCA, where the customer arranges and pays for the main carriage. Control is transferred when the goods are collected by the carrier engaged by the customer. The goods are normally sold with standard warranties where the goods comply with agreed-upon specifications. ArcticZymes does not have any other significant obligations for returns or refunds. Freight services are included in sales revenues.
ArcticZymes sales revenues are from sales of enzymes for use in molecular research, In Vitro Diagnostics and Biomanufacturing. Most of the goods are delivered to warehouses in USA and Europe. All
goods are invoiced when the Group transfers control of the goods to a customer, normaly when they leave the warehouse. The maturity of the invoices range from 30 to 90 days, depending on customer and agreement. Most of the revenues are from quotes or non binding supply agreements where the price has been agreed upon in advance.
Other income are government tax grants, research grants, other grants and administration services.
Net profit/loss(-) from the operating segments:
| (Amounts in NOK 1 000) | 2022 | 2021 | ||||
|---|---|---|---|---|---|---|
| Enzymes | Corporate | Total | Enzymes | Corporate | Total | |
| Sales revenues | 136 971 | 136 971 | 127 970 | 127 970 | ||
| Cost of materials and change in inventory | -5 180 | -5 180 | -3 885 | -3 885 | ||
| Gross profit | 131 791 | 131 791 | 124 084 | 124 084 | ||
| Other operating income | 667 | 27 | 694 | 1 955 | 1 123 | 3 078 |
| Operating expenses | -73 481 | -17 508 | -90 989 | -49 416 | -16 123 | -65 539 |
| Depreciation and amortization | -4 689 | -332 | -5 021 | -2 442 | -749 | -3 191 |
| Operating profit/loss(-) | 54 288 | -17 814 | 36 474 | 74 182 | -15 749 | 58 433 |
| Net financial income/loss(-) | 3 081 | 2 587 | 5 668 | 787 | -217 | 570 |
| Profit/loss(-) before tax | 57 369 | -15 227 | 42 142 | 74 968 | -15 966 | 59 002 |
Assets, liabilities and investments distributed to the segments:
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 | ||||
|---|---|---|---|---|---|---|
| Enzymes | Corporate | Total | Enzymes | Corporate | Total | |
| Assets | 125 704 | 193 333 | 319 037 | 49 649 | 234 461 | 284 111 |
| Liabilities | 13 408 | 20 893 | 34 301 | 11 638 | 27 629 | 39 266 |
Geographical distribution of sales revenues:
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Enzymes | Enzymes | |
| Norway | 438 | 496 |
| Germany | 12 032 | 10 752 |
| Lithuania | 28 035 | 35 132 |
| Italy | 2 574 | 3 412 |
| Other countries in Europe | 17 757 | 11 291 |
| USA | 60 355 | 50 495 |
| Rest of world | 15 780 | 16 392 |
| Total sales revenues | 136 971 | 127 970 |
Sales revenues from the largest customer in 2022 are NOK 28.0 million (2021: NOK 35.1 million).
The Group's sales has been impacted by COVID-19 effects. The impact from Coronavirus-related sales has become increasingly more difficult to quantify as further products are being utilised in Coronavirusrelated applications (e.g. rSAP in Sanger sequencing of Coronavirus variants). The Company experienced a sharp drop in Coronavirus-related sales after the first quarter of 2022, and has only experienced marginal sales the last 3 quarters of 2022. The Company does not expect any material Coronavirus-related sales in 2023.
| (Amounts in NOK 1 000) | 2022 | Whereof | 2021 | Whereof |
|---|---|---|---|---|
| COVID-19 related | COVID-19 related | |||
| Sales | 136 971 | 15 000 | 127 970 | 33 200 |
Other operating expenses related to the COVID-19 pandemic is only marginal and not reported as a seperate item.
Note 6 Other income
Principles for accounting
Other income are primarily different kind of grants. Government grants are recognised at fair value when it is reasonable sure that the grant will be received and that the Company will fulfil the conditions attached to the grant. The grants are recognised as other income in the period in order to match expenses they are intended to compensate. Government grants relating to the purchase of fixed assets are recorded as a reduction in the carrying cost. They are expressed in the profit and loss statement through lower annual depreciation over the expected life of the relevant fixed assets.
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Government grants | ||
| Tax grants "Skattefunn" | 140 | 717 |
| Other grants | 817 | 1 238 |
| Other income | -264 | 1 123 |
| Total other income | 694 | 3 078 |
Description of awarded grants:
| (Amounts in NOK 1 000) | Grants expiry | 2022 | 2021 |
|---|---|---|---|
| FROM UIT - THE ARCTIC UNIVERSITY OF NORWAY | |||
| Cold ligases | 2022 | 817 | 200 |
| FROM INNOVATION NORWAY: | |||
| Development of components for RNA diagnostics | 2021 | 727 | |
| Upscaling of SAN-HQ manufacturing | 2021 | 311 | |
| TAX GRANTS "SKATTEFUNN": | Annually | 140 | 717 |
| Total grants | 957 | 1 955 |
See note 17 for grants in the financial position
Note 7 Personnel expenses
Principles for accounting
Payroll and related expenses are recognised in the statement of profit and loss in the period which the related costs are incurred or services are provided.
The Group has a defined contribution plan for all employees in Norway compliant to requirements for compulsory occupational pension in Norway under which the Group pays a fixed percentage contribution of members' salaries. The Group has no further payment obligations once the contributions are made.
The Group recognises liabilities and expenses for bonuses based on a review of key personnel achievement. The Group recognises a provision for bonuses based on contractually and probable liabilities.
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Salaries | 45 205 | 37 849 |
| Employer's social security contribution | 5 588 | 4 669 |
| Share options granted | 5 432 | 1 238 |
| Pension costs | 2 270 | 1 431 |
| Other benefits | 689 | 1 595 |
| Total personnel expenses | 59 185 | 46 781 |
| Number of employees at 31.12: | 61,0 | 46,0 |
| Number of FTEs: | 52,2 | 38,8 |
The employer's contribution to the plan was changed 01.july 2021 from 5% to 7% for salaries between 0 G and 7.1 G, and from 8% to 10% for salaries between 7.1 G and 12 G. Per 31 December 2022, the Group paid for 51 members of the scheme.
Note 8 Related party disclosures
The Group had no transactions with related parties.
Remuneration of Board of Directors and management:
| (Amounts in NOK 1 000) | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Salaries paid |
Bonus paid |
Pension costs |
Other benefits |
Salaries paid |
Bonus paid |
Pension costs |
Other benefits |
|
| Marie Ann Roskrow, Chairman | 500 | 470 | ||||||
| Jane Theaker, Director | 280 | 320 | 150 | |||||
| Bernd K. Striberny, Director / Employee | 56 | |||||||
| Volker Wedershoven, former Director | 375 | 270 | ||||||
| Marit Sjo Lorentzen, former Director / Employee |
45 | 108 | ||||||
| Jethro Holter, CEO | 2 073 | 671 | 131 | 26 | 1 892 | 530 | 83 | 16 013 |
| Børge Sørvoll, CFO | 1 538 | 323 | 123 | 11 | 1 451 | 313 | 91 | 12 |
| Marit Sjo Lorentzen, VP Operations | 1 074 | 136 | 120 | 13 | 1 001 | 43 | 65 | 14 |
| Darren Ellis, CSO | 117 | 50 | ||||||
| Dirk Hahneiser, VP Business Dev.and Markting |
735 | 16 | 26 | |||||
| Olav Lanes, VP R&D and Applications | 1 129 | 117 | 106 | 12 | 1 077 | 43 | 71 | 12 |
The Company has a Board liability insurance covering the Board of Directors and the CEO in case the individual should become personal liable for damages on the basis of negligence. The
insurance covers damages up NOK 30.000.000 per claim.
See note 21 in reference to share options to executives and management.
Shares and options owned or controlled by directors and senior management per 31.12.2022:
| Options | Shares | |
|---|---|---|
| Marie Roskrow, Chairman | 200 000 | |
| Jane Theaker, Director* | ||
| Bernd K. Striberny, Director (employee) | 200 | |
| Lill Hege Henriksen, Observer (employee) | 3 088 | |
| Jethro Holter, CEO | 170 000 | 80 564 |
| Børge Sørvoll, CFO | 330 000 | 25 428 |
| Marit Sjo Lorentzen, VP Operations | 115 000 | 20 331 |
| Olav Lanes, VP R&D and Applications | 100 000 | 2 000 |
*According to AGM 2022 resolution, Jane Theaker is awarded NOK 500.000 to procure shares for in ArcticZymes Technologies ASA. The shares shall have 3 years lockup before they can be sold. No shares are acquired per 31.12.2022.
Note 9 Research and development expenses
Principles for accounting
Development expenses are expensed when incurred. Previously expensed development costs are not recognised in subsequent periods. Capitalised development costs are depreciated linearly from the
date of commercialisation over the period in which they are expected to provide economic benefits. Capitalised development costs are tested by indication for impairment in accordance with IAS 36.
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| RESEARCH AND DEVELOPMENT EXPENSES: | ||
| Personnel expenses | 16 673 | 12 450 |
| Purchase of external services | 2 977 | 1 208 |
| Other operating expenses | 4 075 | 1 867 |
| Total R&D expenses, not capitalised | 23 725 | 15 526 |
Note 10 Other operating expenses
Principles for accounting
Expenses are recognised in the statement of profit and loss in the period which the related costs are incurred or services are provided. Net currency
related to sales and settlements of other operating expences are recognised under other operating expenses.
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Maintenance premises and materials lab | 6 208 | 3 317 |
| Office equipment and IT | 2 779 | 1 845 |
| External services | 12 035 | 5 343 |
| Marketing expenses | 1 148 | 1 268 |
| Patent and licensing expenses | 1 964 | 2 330 |
| Other operating expenses | 7 670 | 4 656 |
| Total other operating expenses | 31 804 | 18 758 |
External auditor: Fees and expenses ex VAT:
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Statutory audit | 511 | 535 |
| Other attestation services | 98 | 69 |
| Other services beside auditing | 1 374 | 224 |
| Total auditing fees and expenses | 1 983 | 829 |
Note 11 Financial income and expense
Principles for accounting
The Groups's interest income and expenses mainly relates to interest received on bank deposits, lease liabilities and short-term interest rate funds.
Net currency relates to gains and losses on bank deposits.
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Interest income | 3 386 | 841 |
| Net currency gain/loss (-) | 1 806 | 675 |
| Other financial income | 1 161 | |
| Total financial income | 6 352 | 1 516 |
| Write-down/loss financial assets | 29 | |
| Interest expense lease liabilities | -499 | -694 |
| Other financial expense | -185 | -281 |
| Total financial expense | -684 | -975 |
Note 12 Deferred tax asset
Principles for accounting
The tax expense is comprised of current and deferred tax. Tax is recognised, except when it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income. The tax expense is measured in accordance with the tax laws and regulations that are enacted at the balance sheet date. Deferred tax is measured as temporary differences between tax values and consolidated accounting values of assets and liabilities, using the liability method. If deferred tax arises from initial recognition of an asset or assets in a transaction that is not a business combination and that at the time of the transaction affects neither accounting nor taxable profit, it is not recognised. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted at the balance sheet date and are expected to apply when the deferred tax asset is realised, or the deferred tax liability is settled. When considering recognition of profit loss carried forward as a deferred tax asset, there are objective criteria`s from IAS 12- 34/35/36and ESMA that need to be considered before implementation.
There is strong evidence supporting recognition of profit loss carried forward as a deferred tax asset:
- The Group expect further growth in revenues and EBTDA level based on board discussions around the ArcticZymes business case moving forward.
- ArcticZymes Technologies has loss carried forward that can be utilised through the use of group contributions from the subsidiary Arcticzymes.
- ArcticZymes is expected to have taxable income for the next 1-2 years which can be offset through group contribution against the tax loss in the parent company.
- The Group has an increasing and steady customer base with recurring revenues.
Based on listed evidence there are very limited negative criteria`s opposing recognition of deferred tax asset according to IAS 12 - 34/35/36 and ESMA.
| (Amounts in NOK 1 000): | 2022 | 2021 | Change |
|---|---|---|---|
| Non current assets | 2 538 | 1 787 | -751 |
| Other temporary differences | -1 218 | -3 374 | -2 157 |
| Gains and loss account | 6 790 | 8 487 | 1 697 |
| Total temporary differences | 8 111 | 6 900 | 1 210 |
| Financial instruments | 274 | 549 | |
| Adjustment capitalisation Skattefunn | 406 | ||
| Tax assessment loss carried forward | -59 876 | -100 729 | |
| Calculation base deferred tax asset | -51 086 | -93 280 |
| Deferred tax asset, 22% | -11 239 | -20 522 |
|---|---|---|
| Profit before income tax | 42 142 | 59 002 |
| Non deductable expenses | 471 | -1 128 |
| Non taxable income | -550 | -1 054 |
| Changes in temporary differences | -1 210 | 3 193 |
| Profit before tax loss carried forward | 40 853 | 60 014 |
| Deferred tax loss carried forward | -40 853 | -60 014 |
| Tax base | 0 | 0 |
| Tax expense | -9 283 | -12 621 |
Note 13 Intangible assets
Principles for accounting
Research and development, patents and licenses Research expenses are expensed when incurred. Development of products are capitalised as intangible assets when:
- It is technically feasible to complete the intangible asset enabling It for use or sale.
- Management intends to complete the intangible asset and use or sell it.
- The Company has the ability to make use of the intangible asset or sell it.
- A future economic benefit to the Company for using the intangible asset may be calculated.
- Available technical, financial and other resources are sufficient to complete the development and use of or sale of the intangible asset.
- The development expense of the intangible asset can be measured reliably.
Intangible assets are depreciated by the linear method, depreciating the acquisition expense to the residual value over the estimated useful life, which are for each group of assets:
| Own product development | 10 years |
|---|---|
| License and patents | 5-10 years |
Capitalised development costs are depreciated linearly from the date of commercialisation over the period in which they are expected to provide economic benefits. Capitalised development costs are tested by indication for impairment in accordance with IAS 36.
The Company has historically capitalised development expenses for rSAP, HL-dsDNase, SAN Elisa-kit, San HQ and Polymerases. Other development costs are expensed when incurred.
| (Amounts in NOK 1 000) | Own product development | License and patent | Total |
|---|---|---|---|
| AS OF 01.01.2021 | |||
| Historic cost | 2 148 | 2 148 | |
| Accumulated depreciation | -1 755 | -1 755 | |
| Book value at 01.01.2021 | 393 | 0 | 393 |
| FINANCIAL YEAR 2021 | |||
| Addition | 1 563 | 1 563 | |
| Depreciation | -168 | -168 | |
| Book value at 31.12.2021 | 1 790 | 0 | 1 790 |
| AS OF 31.12.2021 | |||
| Historic cost | 3 711 | 3 711 | |
| Accumulated depreciation | -1 923 | -1 923 | |
| Book value at 31.12.2021 | 1 790 | 0 | 1 790 |
| FINANCIAL YEAR 2022 | |||
| Addition | 4 585 | 3 462 | 8 047 |
| Capitalised grants Skattefunn | -406 | -406 | |
| Amortization | 0 | ||
| Depreciation | -194 | -1 | -195 |
| Book value at 31.12.2022 | 5 775 | 3 461 | 9 236 |
| AS OF 31.12.2022 | |||
| Historic cost | 7 890 | 3 462 | 11 352 |
| Accumulated depreciation | -2 117 | -1 | -2 118 |
| Book value at 31.12.2022 | 5 775 | 3 461 | 9 236 |
Note 14 Machinery, equipment and permanent fixtures
Principles for accounting
Machinery, equipment and permanent fixture in the Group includes primarily production equipment, office equipment and furnishing. These assets have a carrying value of historical cost less depreciation and amortisation. Acquisition cost includes expenses directly attributable to the acquisition of the asset. Subsequent expenses are included in the assets carrying value or recognised as a separate asset, when it is deemed probable that future economic benefits will benefit the Group and that expenses can be measured reliably. Other repair and maintenance expenses are recognised in the consolidated profit & loss statement for the period in which they are incurred.
Assets are depreciated by the linear method, depreciating the acquisition expense to the residual value over the estimated useful life, which are for each group of assets:
| Machinery / Equipment | 5-10 years |
|---|---|
| Permanent fixtures | 3-5 years |
The actual useful life and residual values of the assets are tested for impairment when there is indication of impairment and adjusted if necessary. If the carrying value of an asset exceeds the estimated fair value, the carrying value is amortised immediately to fair value. Gains and losses on disposals are recognised as the difference between selling price less transaction costs and the carrying value.
| Permanent | ||||
|---|---|---|---|---|
| (Amounts in NOK 1 000) | Machinery | Equipment | fixtures | Total |
| As of 01.01.2021 | ||||
| Historic cost | 6 844 | 1 914 | 8 758 | |
| Accumulated depreciation | -3 833 | -1 869 | -5 702 | |
| Book value at 01.01.2021 | 3 013 | 44 | 0 | 3 058 |
| Financial year 2021 | ||||
| Addition | 7 739 | 558 | 1 738 | 10 035 |
| Amortisation | -40 | -40 | ||
| Depreciation | -688 | -63 | -751 | |
| Book value at 31.12.2021 | 10 023 | 538 | 1 738 | 12 302 |
| As of 01.01.2022 | ||||
| Historic cost | 14 544 | 2 472 | 1 738 | 18 793 |
| Accumulated depreciation | -4 521 | -1 932 | 0 | -4 521 |
| Book value at 31.12.2021 | 10 023 | 538 | 1 738 | 12 302 |
| Financial year 2022 | ||||
| Addition | 1 927 | 2 757 | 107 | 4 791 |
| Amortisation | 0 | |||
| Depreciation | -1 203 | -265 | -182 | -1 650 |
| Book value at 31.12.2022 | 10 747 | 3 030 | 1 663 | 15 444 |
| As of 31.12.2022 | ||||
| Historic cost | 16 471 | 5 229 | 1 845 | 23 545 |
| Accumulated depreciation | -5 724 | -2 197 | -182 | -8 103 |
| Book value at 31.12.2022 | 10 747 | 3 030 | 1 663 | 15 444 |
Management considers that there are no impairment indicators at the group level, and that no write-downs of these assets are necessary.
Note 15 Leases
Principles for accounting
At inception of a contract, the Group considers whether or not the contract conveys the right to control the asset for a period of time. At commencement of a contract, the Company recognises a lease liability with a corresponding lease asset. The lease liability is initially recognised at present value of all lease payments for the underlying asset during the lease term. The lease term represents the non-cancellable period of the lease, including the expetected use of extension options in the contract . The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the lease payments made and adjustments to the contract reflecting adjustments in index or rates. The
lease asset is initially measured at cost. The cost of the lease asset includes the corresponding amount of the initial recognition of the lease liability. The lease asset is depreciated from the commencement date through the remaining useful life.
ArcticZymes Technologies has 4 lease contracts in Tromsø and Oslo. One is for leased offices and lab facilities at Siva Innovation Centre in Tromsø originating from 2011. The second contract is from 2021 and is for the production facilities at Siva Innovation Centre in Tromsø. The third contract is from 2022 and relates to expansion offices at Siva Innovation Centre. The last contract of 2022 relates to offices at Oslotech AS in Oslo.
| (Amounts in NOK 1 000) | Lease assets |
|---|---|
| Historic cost | 20 879 |
| Accumulated depreciation including net present value adjustment | -4 801 |
| Book value at 31.12.2021 | 16 079 |
| Adjustment net present value 01.01 | 44 |
| Additional premises Oslotech AS, Oslo | 661 |
| Revised lease and additional premises SIVA, Tromsø | 265 |
| Depreciation | -3 176 |
| Book value at 31.12.2022 | 13 873 |
| Historic cost | 21 849 |
| Accumulated depreciation | -7 977 |
| Book value at 31.12.2022 | 13 873 |
| Lease liabilities | 2022 | 2021 |
|---|---|---|
| Book value 31.12 (preceding year) | -17 570 | -11 963 |
| Net present value adjustment 01.01 | -44 | -203 |
| Additional premises Oslotech AS, Oslo | -661 | |
| Revised lease and additional premises SIVA, Tromsø | 1 170 | -7 606 |
| Interest expense | -499 | -694 |
| Payments premises | 3 524 | 2 896 |
| Book value at 31.12 | -14 080 | -17 569 |
| Whereof Current liabilities | -3 732 | -3 097 |
| Whereof Non-current liabilities | -10 348 | -14 472 |
| Maturity analysis | 2022 | 2021 |
|---|---|---|
| Less than one year | 3 732 | 3 097 |
| One to five years | 9 494 | 13 927 |
| More than five years | 3 200 | 3 200 |
| Total undiscounted lease liabilities at 31.12 | 16 426 | 20 224 |
| Summary of other leased assets presented in the consolidated profit & loss statement | 2022 | 2021 |
|---|---|---|
| Lease of IT equipment | 263 | 167 |
| Overhead expenses related to premises | 1 002 | 731 |
| Total leased assets included in other expenses at 31.12 | 1 265 | 898 |
Short-term leases
The Group also lease computers and IT equipment with contract terms from 1 to 3 years. The Group has decided not to recognise leases where the underlying asset has a low value, and thus does not recognise lease obligations and lease assets for any of these
assetes. Instead, payments for leases are expensed when they occur.
Overhead expenses related to premises in the SIVA Innovation Centre contract are expensed when they occur.
Note 16 Inventory and cost of materials
Principles for accounting
Inventory are stated at the lower of acquisition expense and net realisable value. Inventories are valued at average acqustition cost. Value of finished goods and work in progress comprises the expense
of design, raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity).
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| Work in progress | 2 067 | 3 199 |
| Materials and consumables | 131 | 225 |
| Finished goods | 4 880 | 3 458 |
| Total inventories | 7 078 | 6 882 |
Cost of materials
Total cost of materials include direct materials, services provided by contract manufactures and packaging suppliers, products freights and distribution costs. Royalties for in licensing of
technology and rights from other parties are excluded from cost of goods and included in other operating expenses.
Note 17 Receivables
Principles for accounting
In determining the recoverability of receiveables, the Company performs risk analysis considering the type, the customer and the age of the outstanding receivable in its evaluations.
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| Accounts receivables | 11 593 | 20 281 |
| Provisions for estimated losses on accounts receivables | 0 | 0 |
| Sum accounts receivables, net | 11 593 | 20 281 |
| Research grants | 817 | 2 985 |
| Tax grants | 631 | 1 055 |
| Prepayments | 3 936 | 725 |
| VAT | 1 028 | 1 067 |
| Sum other receivables | 6 413 | 5 833 |
| Sum total receivables | 18 006 | 26 114 |
Fair value of accounts receivable equals book value. There are no significant concentrations of credit risk.
| Age breakdown of Accounts receivable per 31.12.2022: | |||||
|---|---|---|---|---|---|
| Not yet due | 1 – 30 days | 31 – 60 days | 61 – 90 days | Over 90 days | Total |
| 9 757 | 1 683 | 31 | 71 | 51 | 11 593 |
A majority of accounts receivables overdue on 31 December have been settled subsequently.
| Age breakdown of Accounts receivable per 31.12.2021: | |||||
|---|---|---|---|---|---|
| Not yet due | 1 – 30 days | 31 – 60 days | 61 – 90 days | Over 90 days | Total |
| 17 873 | 1 763 | 201 | 186 | 258 | 20 281 |
| Fair value of receivables by currency: | 31.12.2022 | 31.12.2021 |
|---|---|---|
| USD | 4 751 | 15 247 |
| EUR | 10 167 | 4 704 |
| GBP | 133 | |
| NOK | 2 955 | 6 162 |
| Total receivables | 18 006 | 26 114 |
Accounts receivable arise from the sale of goods or services within normal operations. Settlements that are due in 12 months or less are classified as current assets. If this is not the case, they are classified as non current assets.
Historically, the Group has not incurred losses on accounts receivable. Based on this and the fact that there were no losses in 2022, and we expect no future losses, no provisions for loss on receivables were made in 2022.
Note 18 Financial assets and debts
Principles for accounting
The Groups financial assets and debts are initially measured at fair value except lease liabillities which is at amortised cost.
The financial assets consist primarily of cash and cash equvalents obtained through equity issues and trade receivables.
| (Amounts in NOK 1 000) | 31.12.2022 Assets at fair value |
31.12.2021 Assets at fair value |
|---|---|---|
| FINANCIAL ASSETS | ||
| Cash bank deposits | 178 795 | 155 545 |
| Money market funds | 65 366 | 44 879 |
| Total financial assets | 244 161 | 200 424 |
| (Amounts in NOK 1 000) | 31.12.2022 Debts at amortised cost |
31.12.2021 Debts at amortised cost |
|---|---|---|
| FINANCIAL DEBTS | ||
| Leasing, non-current liabilities | 10 348 | 14 472 |
| Leasing, current liabilities | 3 732 | 3 097 |
| Total financial debts | 14 080 | 17 569 |
The Group has no interest-bearing loans or debt other than lease liabilities.
Note 19 Cash and cash equivalents
Principles for accounting
Cash and cash equivalents consist of cash, bank deposits and other short-term liquid investments that can be converted into cash immediately and with maturity less than three months.
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| Cash | 176 664 | 153 898 |
| Money market fund | 65 366 | 44 879 |
| Tax withdrawal accounts | 2 131 | 1 647 |
| Total cash and cash equivalents | 244 161 | 200 424 |
Note 20 Earnings per share
Principles for accounting
Earnings per share are calculated by dividing net profit/loss to ordinary shareholders by the weighted average number of shares outstanding during the year (see note 21).
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Net profit attributable to ordinary shareholders of the parent | 32 860 | 46 380 |
| Net profit to shareholders | 32 860 | 46 380 |
| Weighted number of shares used for calculation of basic EPS (1000 shares) | 50 413 | 49 338 |
| Dilution effect share based payment | 515 | 715 |
| Weighted number of shares used for calculation of diluted EPS (1000 shares) | 50 928 | 50 053 |
| Weighted basic and diluted earnings per share (NOK per share) | 0,65 | 0,94 |
| Weighted diluted earnings per share (NOK per share) | 0,65 | 0,93 |
Note 21 Share capital, share premium, share options, and other equity
Principles for accounting
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options less taxes are recorded as a reduction in proceeds to equity. When purchasing own shares, the consideration paid including any transaction costs less tax, is deducted from equity (attributable to equity shareholders) until the shares are cancelled, reissued or sold.
| (Number of shares) | Shares | Whereof treasury shares |
|---|---|---|
| AS OF 01.01.2021 | 48 334 673 | |
| Share issue - options | 200 000 | |
| Share issue - contribution in kind | 1 836 717 | |
| As of 31.12.2021 | 50 371 390 | 0 |
| Share issue - options | 200 000 | |
| As of 31.12.2022 | 50 571 390 | 0 |
All shares are fully paid up. Par value is NOK 1.00 per share.
The Annual General meeting of 23.06.2022, granted three authorisations to the Board:
-
- To increase the share capital with up to 7,500,000 shares at par value. The authorisation may be used for cash capital increases or capital increases in connection with mergers but does not include non-cash share issues. The authorisation was not used in 2022.
-
- To increase the share capital with up to 400,000 shares at par value. The authorisation may only be used in connection with capital increases relating to share option programs. 200,000 shares of this authorisation was used in 2022.
-
- Authorisation to purchase up to 150,000 treasury shares with a nominal value of NOK 150.000. The authorisation may be used in connection with option programs or by offering shares to employees. The authorisation was not used in 2022.
The Annual General meeting of 20.05.2021, granted three authorisations to the Board:
-
- To increase the share capital with up to 4,830,000 shares at par value. The authorisation may be used for cash capital increases or capital increases in connection with mergers but does not include non-cash share issues. The authorisation was not used in 2021.
-
- To increase the share capital with up to 600,000 shares at par value. The authorisation may only be used in connection with capital increases relating to share option programs. 200,000 shares of this authorisation was used in 2021.
3.A uthorisation to purchase up to 150,000 treasury shares with a nominal value of NOK 150.000. The authorisation may be used in connection with option programs or by offering shares to employees. The authorisation was not used in 2021.
Share options
Per 31.12.2022, there were 1,015,000 outstanding options options in the Group. The Group has a share-based option scheme. The fair value of the services received from the employees in return for the options granted is recognised as an expense in the consolidated profit & loss statement. Total expense for the options is accrued over the vesting period based on the fair value of the options granted, excluding impact of any vesting conditions that are market-based. Vesting conditions that is not market-based, affect the assumptions about the number of options expected to be vested. At the end of each reporting period, the Company revises its estimates of the number of options expected to be vested. It recognises the effect of the revision of original estimates in the consolidated profit & loss statement with a corresponding adjustment in equity. For 2022, the Company expensed NOK 5.4 million in connection with share options and NOK 0.8 million in national insurance contribution on options.
The net value of proceeds received less directly attributable transaction expenses are credited to the share capital (nominal value) and the share premium reserve when the options are exercised.
CEO Jethro Holter and CFO Børge Sørvoll has been given the right to receive 200 000 options each with the following assumptions:
| Awarded options | Option exercise price | Options earned at share price |
|---|---|---|
| 40 000 | NOK 8.00 per share | NOK 11.00 per share |
| 40 000 | NOK 8.00 per share | NOK 14.00 per share |
| 40 000 | NOK 8.00 per share | NOK 17.00 per share |
| 40 000 | NOK 8.00 per share | NOK 20.00 per share |
| 40 000 | NOK 8.00 per share | NOK 23.00 per share |
The vesting period is 2,5 years (31.12.2018-31.05.2021), with an additional 1,5 year declaration period (until 31.12.2022). All the granted options were earned and vested on 31 May 2021 as the share price was NOK 87.95 per share end May 2021 Jethro Holter exercised 200,000 options in December 2021. CFO, Børge Sørvoll's declaration period has been extended by the board of directors by 6 months from 31.12.2022 to 30.06.2023.
Outstandig share options:
| 2022 | 2021 | |||
|---|---|---|---|---|
| Average exercise price | Number of share options | Average exercise price | Number of share options | |
| As of 01.01. | 42,12 | 1 215 000 | 10,19 | 315 000 |
| Earned during the year | 8,00 | 600 000 | ||
| Granted during the year | 89,52 | 500 000 | ||
| Exercised during the year | 8,00 | -200 000 | 8,00 | -200 000 |
| Outstanding at 31.12 | 1 015 000 | 1 215 000 |
Expiry date, exercise price, and outstanding options at year end:
| Expiry date | Average exercise price |
Number of share options 2022 |
Number of share options 2021 |
|---|---|---|---|
| 2022, 31 December* | 8.00 | 200 000 | 400 000 |
| 2025, 14. May | 10,19 | 315 000 | 315 000 |
| 2026, 30 November | 89,52 | 500 000 | 500 000 |
| Outstanding at 31.12. | 1 015 000 | 1 215 000 | |
| Exercisable options at 31.12 | 200 000 | 400 000 |
*Expiry date has been adjusted to 30.06.2023
The fair value of employee rights to receive options (2022 program) are calculated according to the Black-Scholes method with barrier options. The most important parameters are share price at grant date (NOK 3.52 per share), risk free rate (1.49%), expected term of 5 years, expected dividend yield (0%), exercise price (NOK 8.00 per share) and volatility last 5 years (55.25%). The options were valued at NOK 1.85 per share option at award.
The fair value of the boards options (2025 program) are calculated according to the Black-Scholes method. The most important parameters are share price at grant date (NOK 22.80 per share) , risk free rate (1.49%), expected term of 5 years, expected dividend yield (0%), excercise price (NOK 10.19 per share) and volatility last 5 years (59.02%).The options were valued at NOK 15.94 per share option at award.
The fair value of employee options (2026 program) are calculated according to the Black-Scholes method. The most important parameters are share price at grant date ( NOK 85.10 per share), risk free rate (1.50%), expected term of 5 years, expected dividend yield (0%), excercise price (NOK 89.52 per share) and volatility last 5 years (60.43%). The options were valued at NOK 42.1 per share option at award. The fair value is expensed over the vesting period. The Company has no obligations, legal nor implied, to repurchase or settle the options in cash unless general assembly declines to renew its authorisation to issue new shares.
The 20 largest shareholders as of 31.12.2022:
| Ownership information: | Shares | Ownership |
|---|---|---|
| Skandinaviska Enskilda Banken AB (nominee) | 4 736 345 | 9,4 % |
| Skandinaviska Enskilda Banken AB (nominee) | 3 806 275 | 7,5 % |
| Nordnet Bank AB (nominee) | 2 627 562 | 5,2 % |
| Skandinaviska Enskilda Banken AB (nominee) | 2 312 000 | 4,6 % |
| State Street Bank and Trust Comp (nominee) | 2 273 618 | 4,5 % |
| Avanza Bank AB (nominee) | 2 015 939 | 4,0 % |
| Pro AS | 2 005 216 | 4,0 % |
| State Street Bank and Trust Comp (nominee) | 1 580 354 | 3,1 % |
| Clearstream Bnaking S.A. (nominee) | 1 301 574 | 2,6 % |
| Belvedere AS | 1 015 684 | 2,0 % |
| Tellef Ormestad | 889 804 | 1,8 % |
| Skandinaviska Enskilda Banken AB (nominee) | 879 463 | 1,7 % |
| Danske Bank AS (nominee) | 768 726 | 1,5 % |
| Middelboe AS | 605 000 | 1,2 % |
| Danske Bank AS (nominee) | 562 000 | 1,1 % |
| Kvantia AS | 554 713 | 1,1 % |
| Dragesund Invest AS | 521 739 | 1,0 % |
| Verdipapirfondet KLP Aksjenorge | 503 515 | 1,0 % |
| Skandinaviska Enskilda Banken AB (nominee) | 500 000 | 1,0 % |
| Naudholmen AS | 480 000 | 0,9 % |
| 20 largest shareholders aggregated | 29 939 527 | 59,20 % |
| 3.719 other shareholders aggregated | 20 631 863 | 40,80 % |
| Total shares (3.739 shareholders) | 50 571 390 | 100,00 % |
Note 22 Account payable and other current liabilities
Principles for accounting
The Group's liabilities consistes of accounts payable, dividends, lease liabilities interest-beearing and other current liabilities and are classified as "current liabilities". Accounts payable are obligations to pay for goods or services that have been acquired in
the ordinary course of business from suppliers and employees. Accounts payable is classified as current liability if payment is due within 12 months. If not, they are presented as long-term liabilities.
Specification of other current laibilities:
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| Unpaid holiday pay | 3 947 | 2 680 |
| Bonus | 2 055 | 4 392 |
| Other personnel | 2 025 | 2 634 |
| Accrued public fees and withdrawals | 2 883 | 3 984 |
| Miscellaneous other accrued costs | 3 717 | 2 214 |
| Other current liabilities | 14 628 | 15 902 |
Note 23 Events after balance sheet date, 31.12 2022
There are no evenst to the financial statements for the period from the financial position date to the date of approval ; 28 april 2023.
Financial statements – parent company
Financial statement of profit & loss — parent company
- January till 31. December
| (Amounts in NOK 1 000) | Note | 2022 | 2021 |
|---|---|---|---|
| Sales revenues | 1 | 11 440 | 10 275 |
| Total revenues | 11 440 | 10 275 | |
| Personnel expenses | 2 | 16 429 | 17 300 |
| Depreciation and amortisation | 6,7 | 332 | 749 |
| Other operating expenses | 3 | 12 492 | 7 975 |
| Total operating expenses | 29 254 | 26 024 | |
| Operating profit / loss (-) | -17 814 | -15 749 | |
| Financial income, net | 4 | 58 133 | 72 216 |
| Write-down /loss financial assets | 4 | 29 | |
| Financial expenses, net | 4 | -240 | -508 |
| Financial net | 57 893 | 71 737 | |
| Profit before income tax | 40 079 | 55 988 | |
| Income tax expense | 5 | -8 831 | -11 975 |
| Net profit | 31 248 | 44 013 | |
| Transferrals | |||
| Transferred to retained earnings | 31 248 | 44 013 |
Financial statement of comprehensive income — parent company
| (Amounts in NOK 1 000) | Note | 2022 | 2021 |
|---|---|---|---|
| Net profit/loss for the year | 31 248 | 44 013 | |
| Other income & costs after tax | 0 | 0 | |
| Comprehensive income | 31 248 | 44 013 |
Statement of financial position — parent company
As of 31. December
| (Amounts in NOK 1 000) | Note | 2022 | 2021 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Deferred tax asset | 5 | 11 496 | 20 327 |
| Equipment | 6 | 175 | 87 |
| Lease assets | 7 | 229 | 3 431 |
| Long-term receivables subsidiares | 13 333 | 13 398 | |
| Investments in subsidiaries | 8 | 155 703 | 155 703 |
| Total non-current assets | 180 936 | 192 947 | |
| CURRENT ASSETS | |||
| Receivables subsidiaries | 9 | 58 640 | 74 658 |
| Other receivables | 10 | 762 | 730 |
| Cash and cash equivalents | 11,12 | 167 751 | 197 238 |
| Total current assets | 227 153 | 272 627 | |
| Total assets | 408 089 | 465 573 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Share capital | 13 | 50 571 | 50 371 |
| Premium paid-in capital | 261 656 | 260 256 | |
| Other paid-in capital | 52 867 | 49 148 | |
| Retained earnings | 22 102 | -9 145 | |
| Total equity | 387 197 | 350 629 | |
| LONG-TERM LIABILITIES | |||
| Lease liabilities interest-bearing | 7,12 | 10 227 | 14 472 |
| Total long-term lialilities | 10 227 | 14 472 | |
| CURRENT LIABILITIES | |||
| Accounts payable | 1 863 | 1 731 | |
| Public fees and tax withholdings | 593 | 2 905 | |
| Liabilities subsidiares | 87 315 | ||
| Other current liabilities | 7,12,14 | 8 210 | 8 521 |
| Total current liabilities | 10 666 | 100 472 | |
| Total liabilities | 20 893 | 114 944 | |
| Total equity and liabilities | 408 089 | 465 573 |
Tromsø, 28. April 2023
Statement of changes in equity — parent company
- January till 31. December
| (Amounts in NOK 1 000) | Share capital | Premium paid-in capital |
Other paid-in capital |
Retained earnings |
Total |
|---|---|---|---|---|---|
| Equity as of 01.01.2021 | 48 335 | 151 039 | 47 910 | -53 005 | 194 279 |
| Employees' share options | 1 238 | 1 238 | |||
| Share capital increase | 2 037 | 109 217 | -155 | 111 099 | |
| Net profit for the year 2021 | 44 013 | 44 013 | |||
| Equity as of 31.12.2021 | 50 371 | 260 256 | 49 148 | -9 145 | 350 629 |
| Employees' share options | 3 720 | 3 720 | |||
| Share capital increase | 200 | 1 400 | 1 600 | ||
| Net profit for the year 2022 | 31 248 | 31 248 | |||
| Equity as of 31.12.2022 | 50 571 | 261 656 | 52 867 | 22 103 | 387 197 |
The Company's share capital consists of 50,571,390 shares as of 31.12.2022.
Statement of cash flow — parent company
- January till 31. December
| (Amounts in NOK 1 000) | Note | 2022 | 2021 |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit / loss(-) before tax: | 40 079 | 55 988 | |
| Profit / loss(-) adjusted for: | |||
| Adjustment, lease premises | -750 | ||
| Amortization investment subsidiary | 4 | -29 | |
| Group contributions | 9,12 | -55 306 | -71 500 |
| Depreciation | 7 | 332 | 749 |
| Employees' options, share-based payment expense | 2 | 3 720 | 1 238 |
| Interest expense lease liability | 4 | 22 | 239 |
| Changes in operating assets and receivables | |||
| Account receivables and other receivables | 9, 10 | -207 | 12 937 |
| Account payable and other current liabilities | 14 | -90 131 | 23 135 |
| Net cash flow from operating activities | -102 241 | 22 757 | |
| CASH FLOW FROM INVESTING ACTIVITIES | |||
| Purchase of fixed assets | 6 | -120 | -101 |
| Divestment subsidiary | 29 | ||
| Changes in long-term receivables | 3 050 | 1 887 | |
| Net cash flow from investing activities | 2 930 | 1 815 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Payment on lease liabillities | 7 | -3 254 | -2 657 |
| Payment interest on lease liabillities | 7 | -22 | -239 |
| Group Contributions | 9 | 71 500 | 37 100 |
| Captial increase | 1 600 | 1 600 | |
| Payment other financing activities | -703 | ||
| Net cash flow from financing activities | 69 824 | 35 100 | |
| Net change in cash during the year | 11, 12 | -29 487 | 59 672 |
| Cash and cash equivalents as of 01.01. | 11, 12 | 197 238 | 137 567 |
| Cash and cash equivalents as of 31.12 | 167 751 | 197 238 |
Notes to the financial statements for 2022 — parent company
ACCOUNTING PRINCIPLES
Arcticzymes Technologies ASA has adopted simplified IFRS in the Company accounts according to the Norwegian Accounting Act § 3-9. Simplified adoption of IFRS in the Company accounts means that value estimates and accounting principles applied in the consolidated financial statements for the Group also apply to the parent company Arcticzymes Technologies ASA. Reference is made to the accounting principle note for the Group. Regarding lay-out and note information, a simplified adoption of IFRS allows this to be in accordance with the Norwegian Accounting Act. The lay-out of the statement and the notes for the parent company are thus prepared in accordance with the above mentioned, with the exception of comprehensive income which is in accordance with IFRS and group contributions which is in accordance with IFRS § 3-1 nr 3 ( IAS 10 nr. 12 og 13, IAS 27.12, IFRS 9.5.7.1 A og IFRIC 17 nr. 10).
Shares held in subsidiary are valued according to historical cost in the annual accounts.
Note 1 Sales revenue
| (Amounts in NOK 1 000) | 2022 | 2021 | ||
|---|---|---|---|---|
| GEOGRAPHICAL DISTRIBUTION: | ||||
| Norway | 100 % | 11 440 | 100 % | 10 275 |
| Total sales revenues | 100 % | 11 440 | 100 % | 10 275 |
Revenues for 2022 are internal Group sales.
Note 2 Personnel expenses
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Salaries | 7 094 | 11 152 |
| Employer's social security contribution | 3 079 | 3 213 |
| Pension costs | 568 | 431 |
| Share options granted to employees | 3 720 | 1 238 |
| Other benefits | 1 969 | 1 267 |
| Total personnel expenses | 16 429 | 17 300 |
2022: 7.8 man-years, split between 2.2 men and 5.6 women. 2021: 7.2 man-years, split between 3.2 men and 4.0 women. The Company's pension scheme complies with the requirements in regard to compulsary occupational pensions in Norway. The Company has established a defined contribution pension plan
compliant to requirements for compulsory occupational pension in Norway. The employer's contribution to the plan is 7% for salaries between 0 G and 7.1 G, and 10% for salaries between 7.1 G and 12 G. As of 31. December 2022, the Company paid for 9 members of the scheme.
External Auditor: Fees and expenses ex VAT:
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Statutory auditing | 290 | 459 |
| Statutory certification | 51 | 34 |
| Other services beside auditing | 1 371 | 224 |
| Total auditor expenses | 1 712 | 717 |
Remuneration of the Board of Directors and management:
| (Amounts in NOK 1 000) | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Salaries paid |
Bonus paid |
Pension costs |
Other benefits |
Salaries paid |
Bonus paid |
Pension costs |
Other benefits |
|
| Marie Ann Roskrow, Chairman | 500 | 470 | ||||||
| Bernd K. Striberny, Director / Employee | 56 | |||||||
| Jane Theaker, Director | 280 | 320 | 150 | |||||
| Volker Wedershoven, former Director | 425 | 270 | ||||||
| Marit Sjo Lorentzen, former Director / | ||||||||
| Employee | 45 | 108 | ||||||
| Jethro Holter, CEO | 2 073 | 671 | 131 | 26 | 1 892 | 530 | 103 | 16 013 |
| Børge Sørvoll, CFO | 1 538 | 323 | 123 | 11 | 1 451 | 313 | 104 | 12 |
See note 21 in the Group notes regarding share options to employees. There are no loans, prepayments or guarantees in favour of senior executives in the Company.
Note 3 Other operating expenses
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Maintenance premises and materials lab | 1 281 | 1 086 |
| Office equipment and IT | 1 915 | 1 466 |
| External services | 6 302 | 2 941 |
| Marketing expenses | 146 | 135 |
| Patent and licensing expenses | 104 | 341 |
| Other operating expenses | 2 745 | 2 006 |
| Total other operating expenses | 12 492 | 7 975 |
NOK 2.8 million of external serivices relates to legal and financial support in a due diliigence for potential acquisition of a company.
Note 4 Financial income and expense
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Group contributions | 55 306 | 71 500 |
| Other financial income | 750 | |
| Net income on currencies, not realised | 40 | |
| Interest income | 2 076 | 677 |
| Total financial income | 58 133 | 72 216 |
| Write-down/loss financial assets | 29 | |
| Net loss on currencies, not realised | -51 | |
| Interest expense lease liabilities | -22 | -239 |
| Interest expense | -166 | -269 |
| Total financial expense | -240 | -508 |
| Total financial income and expense, net | 57 893 | 71 737 |
Note 5 Tax expense
Principles for accounting
When considering recognition of profit loss carried forward as a deferred tax asset, there are objective criteria`s from IAS 12- 34/35/36 and ESMA that need to be considered before implementation.
There is continued strong evidence supporting recognition of profit loss carried forward as a deffered tax asset:
The Group expect further growth in revenues and EBTDA level based on board discussions around the ArcticZymes business case moving forward.
The Group has an increasing and steady customer base with recurring revenues.
ArcticZymes Technologies has loss carried forward that can be utilised through the use of group contributions from the subsidiary Arcticzymes. The subsidiary is expected to have taxable income for the next 1-2 years which can be offset against the tax loss in the parent company.
Based on listed evidence there are limited negative criteria`s opposing recognition of deffered tax asset according to IAS 12 - 34/35/36 and ESMA.
| (Amounts in NOK 1 000) | 2022 | 2021 | Change |
|---|---|---|---|
| TEMPORARY DIFFERENCES | |||
| Non-current assets | 1 682 | 2 064 | |
| Other temporary differences | -1 729 | -3 374 | |
| Gains and loss account | 6 790 | 8 487 | -1 697 |
| Total temporary differences | 6 742 | 7 178 | |
| Financial instruments | 274 | 549 | |
| Tax asessment loss carried forward | -59 270 | -100 124 | |
| Calculation base deferred tax asset | -52 254 | -92 397 | |
| Deferred tax asset, 22% | -11 496 | -20 327 | - 8 831 |
| Profit before income tax | 40 079 | 55 988 | |
| Permanent differences | -54 967 | -72 665 | |
| Group Contributions | 55 306 | 70 558 | |
| Change temporary differeces | 435 | 5 683 | |
| Profit before tax loss carried forward | 40 853 | 59 564 | |
| Deferred tax loss carried forward | -40 853 | -59 564 | |
| Tax base | 0 | 0 | |
| Tax expense | - 8 831 | - 11 975 | |
| RECONCILIATION OF THE YEAR'S TAX EXPENSE: | |||
| Profit before income tax | 40 079 | 55 988 | |
| Calculated tax, 22% | 8 817 | 12 317 | |
| Taxes in profit & loss statement | 8 831 | 11 975 | |
| Difference | -14 | 342 | |
| DIFFERENCE CONSISTS OF THE FOLLOWING: | |||
| 22% of permanent differences | -12 093 | -15 986 | |
| Tax Group Contributions | 12 167 | 15 523 | |
| Financial instruments | -60 | 121 | |
| Sum explanation difference | 14 | -342 |
Note 6 Equipment
Principles for accounting
Equipment in the Company is office equipment. Acquisition cost includes expenses directly attributable to the acquisition of the asset. Subsequent expenses are included in the asset's carrying value or recognised as a separate asset, when it is deemed probable that future economic benefits will benefit the Company and that expenses can be measured reliably. Other repair and maintenance expenses are recognised in the
profit & loss statement for the period in which they are incurred.
Assets are depreciated by the linear method, depreciating the acquisition expense to the residual value over the estimated useful life, which are for each group of assets:
Furniture and office equipment 3-5 years
| (Amounts in NOK 1 000) | Equipment |
|---|---|
| As of 01.01.2021 | 0 |
| Addition | 101 |
| Depreciation | -14 |
| Book value at 31.12.2021 | 87 |
| Historic cost | 101 |
| Accumulated depreciation | -14 |
| Book value at 31.12.2021 | 87 |
| Addition | 120 |
| Depreciation | -32 |
| Book value at 31.12.2022 | 175 |
| Historic cost | 221 |
| Accumulated depreciation | -46 |
| Book value at 31.12.2022 | 175 |
Note 7 Financial assets and liabilities
Principles for accounting
At inception of a contract, the Company considers whether or not the contract conveys the right to control the asset for a period of time. At commencement of a contract, the Company recognises a lease liability with a corresponding lease asset. The lease liability is initially recognised at present value of all lease payments for the underlying asset during the lease term. The lease term represents the non-cancellable period of the lease, including the expetected use of extension options in the contract. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the lease payments made and adjustments to the contract reflecting adjustments
in index or rates. The lease asset is initially measured at cost. The cost of the lease asset includes the corresponding amoutn of the initial recognition of the lease liability. The lease asset is depreciated from the commencement date through the remaining useful life.
ArcticZymes Technologies has 3 lease contracts in Tromsø. One is for leased offices and lab facilities at Siva Innovation Centre in Tromsø originating from 2011. The second contract is from 2021 and is for the production facilities at Siva Innovaation Centre in Tromsø. The third contract is from 2022 and relates to expansion offices at Siva Innovation Centre.
| (Amounts in NOK 1 000) | Lease assets |
|---|---|
| Historic cost | 6 097 |
| Accumulated depreciation | -2 665 |
| Book value at 31.12.2021 | 3 431 |
| Adjustment net present value 01. 01 | -2 |
| Revised lease and additional premises SIVA, Tromsø | -1 956 |
| Depreciation | -1 243 |
| Book value at 31.12.2022 | 229 |
| Historic cost | 4 138 |
| Accumulated depreciation | -3 908 |
| Book value at 31.12.2021 | 229 |
Lease liability
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Book value at 31.12 (preceding year) | -17 570 | -11 963 |
| Net present value adjustment 01.01 | -44 | -203 |
| Revised lease and additional premises SIVA, Tromsø | 1 237 | -7 606 |
| Interest expense | -481 | -694 |
| Lease paymentes additional premises SIVA | 3 276 | 2 896 |
| Book value at 31.12 | -13 583 | -17 570 |
| Where of Current liability | -3 422 | -3 097 |
| Where of Non-current liability | -10 227 | -14 472 |
Maturity analysis - contractual undiscounted cash flow
| (Amounts in NOK 1 000) | 2022 | 2021 |
|---|---|---|
| Less than one year | 3 422 | 3 097 |
| One to five years | 9 172 | 13 927 |
| More than five years | 3 200 | 3 200 |
| Total undiscounted lease liabilities at 31.12 | 15 795 | 20 224 |
Note 8 Investments in subsidiaries
| (Amounts in NOK 1 000) | Main office location | Share capital & premium | Shareholding | Book value | Net profit | Equity |
|---|---|---|---|---|---|---|
| ArcticZymes AS | Tromsø | 24 296 | 100 % | 155 703 | 56 918 | 53 158 |
Note 9 Group internal accounts
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| Receivables related to service agreement | 3 334 | 3 158 |
| Group contributions | 55 306 | 71 500 |
| Sum short-term receivables | 58 640 | 74 658 |
The Company has entered into service agreement with the subsidiary ArcticZymes AS where the subsidiary purchase services within management, finance, administration, quality assurance, IPR and business development.
Note 10 Other receivables
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| Account receivables | 212 | |
| Other receivables | 762 | 518 |
| Total other receivables | 762 | 730 |
The fair value of accounts receivable and other receivables equals book value.
Note 11 Cash and cash equivalents
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| Cash and cash equivalents | 101 671 | 151 539 |
| Money Marked Funds | 65 366 | 44 879 |
| Tax withdrawal accounts | 714 | 820 |
| Total cash and cash equivalents, net | 167 751 | 197 238 |
See Group note 19 for the Group's net cash equivalents.
Note 12 Financial assets and liability
The financial instruments in the financial position have been grouped as follows for subsequent measurement:
Assets per 31.12:
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| DEPOSITS AND RECEIVABLES AT AMORTISED COST: | ||
| Group receivables subsidiaries | 58 640 | 74 658 |
| Cash and cash equivalents | 167 751 | 197 238 |
| Total financial assets | 226 391 | 271 896 |
Liabilities per 31.12:
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| LIABILITIES AT AMORTISED COST: | ||
| Leasing, non-current liabilities | 10 227 | 14 472 |
| Leasing, current liabilities | 3 422 | 3 097 |
| Total financial current liabilities | 13 650 | 17 570 |
Note 13 Share capital
| (Actual number of shares, other amounts in NOK 1 000) | Number of shares | Whereof treasury shares |
|---|---|---|
| As of 01.01.2021 | 48 334 673 | |
| Share issue - options | 200 000 | |
| Share issue - contribution in kind | 1 836 717 | |
| As of 31.12.2021 | 50 371 390 | 0 |
| Share issue - options | 200 000 | |
| As of 31.12.2022 | 50 571 390 | 0 |
The Annual General meeting held on 23. June 2022, granted three authorisations to the Board:
-
- To increase the share capital with up to 7,500,000 shares at par value. The authorisation may be used for cash capital increases or capital increases in connection with mergers but does not include non-cash share issues.
-
- To increase the share capital with up to 400,000 shares at par value. The authorisation may only be used in connection with capital increases
relating to share option programs. 200,000 shares of this authorisation was used in 2022.
- Authorisation to purchase up to 150,000 treasury shares with a nominal value of NOK 150.000. The authorisation may be used in connection with option programs or by offering shares to employees.
See Group note 21 for an overview over largest shareholdings.
Note 14 Other current liabilities
| (Amounts in NOK 1 000) | 31.12.2022 | 31.12.2021 |
|---|---|---|
| Accrued salaries and holiday payment | 3 006 | 3 529 |
| Bonus | 386 | 1 508 |
| Lease paymentes additional premises SIVA | 3 422 | 3 097 |
| Other accrued costs | 1 396 | 387 |
| Total other current liabilities | 8 210 | 8 521 |
Book value of current liabilities equals fair value.
Note 15 Events after balance sheet date, 31.12 2022
See Group note 23 for events after balance sheet date 31.12 2022
Statement by the Board of Directors and CEO
We confirm, to the best of our knowledge, that the financial statements for the period 1. January to the 31. December 2022 have been prepared in accordance with current accounting standards and that the information in the accounts gives a true and fair view of the Company and the Group's assets, liabilities, financial position and results of operations.
We also confirm, to the best of our knowledge, that the annual report includes a true and fair overview of the Company's and the Group's development, results and position, together with a description of the most important risks and uncertainty factors the Company and the Group are facing.
Tromsø, 28 April 2023 Board of Directors /CEO ArcticZymes Technologies ASA
Marie Ann Roskrow Chairman
Jane Theaker Director
Bernd Striberny Director- employee representative
Jethro Holter CEO
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Recognition of deferred tax assets was no longer considered to be a key area for our audit mainly due to prior years' taxable profit and its effect on the probability of future utilisation of prior year tax loss. Capitalisation of development costs was identified as a new key audit matter due to the application of management judgement as well as the magnitude of capitalised development cost during 2022.
Capitalisation of development costs
The Group's intangible assets amounted to NOK 9 222 365 at the balance sheet date, out of which NOK 7 626 723 was related to development costs capitalised during 2022.
Development costs are capitalised when management considers them to be clearly associated with identifiable products which will be controlled by the Group and have a profitable benefit in coming years. Costs that do not meet these criteria are recognised as an expense as they are incurred.
We considered capitalisation of development costs to be a key audit matter due to the level of judgement applied by management in assessing whether direct development costs, such as employee expenses and contractor costs, met the capitalisation criteria in IAS 38, and due to the magnitude of capitalised development costs in the balance sheet.
Refer to note 4 and note 13 to the consolidated financial statements where management explains their use of judgement and accounting principles.
Key Audit Matters How our audit addressed the Key Audit Matter
We obtained an understanding of management's accounting policy for capitalisation of development costs. Through discussions with management, we assessed management's accounting policy against IFRS requirements, and obtained explanations from management as to how the accounting policy aligned with the capitalisation criteria of IAS 38.
We also obtained an understanding of management's routines and internal controls, specifically as it relates to:
- management's assessment of whether identified products and related costs met the capitalisation criteria as set out in the accounting policies,
- calculation and capitalisation of internal time-based expenditures, and
- capitalisation of external development costs.
Further, we performed among others, the following audit procedures over the capitalisation of development cost:
- We evaluated the appropriateness of management's rationale for capitalisation and considered the nature of the costs that were capitalised for each product identified by management.
- On a sample basis, we tested the application of management's accounting policy to capitalised development costs during the year.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report
- is consistent with the financial statements and
- contains the information required by applicable statutory requirements.
accompanying the financial statements. We have nothing to report in this regard.
Our opinion on the Board of Director's report applies correspondingly to the statements on Corporate Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with simplified application of international accounting standards according to the Norwegian Accounting Act section 3-9, and for the preparation and true and fair view of the consolidated financial statements of the Group in accordance with International Financial Reporting
Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We 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 Company's and the Group's internal control.
- evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
- evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
- obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial
ArcticZymes Technologies ASA
Sykehusveien 23 N-9294 Tromsø, Norway
- T (47) 7764 8900
- E [email protected]
- I www.arcticzymes.com
