Nova Klúbburinn hf.
Consolidated Financial Statements 2022
Contents pg.
Endorsement by the Board of Directors and the CEO ..................................... 2 - 4
Independent Auditor's Report ........................................................................... 5 - 9
Consolidated Statement of Profit or Loss
and Other Comprehensive Income .............................................................. 10
Consolidated Statement of Financial Position ................................................. 11 - 12
Consolidated Statement of Cash Flows .......................................................... 13
Consolidated Statement of Changes in Equity ................................................ 14
Notes ................................................................................................................. 15 - 33
Unaudited documents
Non-financial (ESG) information (Unaudited) .................................................. 34 - 35
Corporate governance statement (Unaudited) .............................................. 36 - 39
Quarterly results (Unaudited) ............................................................................ 40 - 41
Nova Klúbburinn hf.
Reg. no. 620916-0560
Lágmúli 9, 108 Reykjavík
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
2
12,54% 0,00%
11,12% 86,42%
7,13% 0,00%
7,02% 0,00%
5,52% 0,00%
4,37% 0,00%
4,06% 0,00%
3,61% 0,00%
2,63% 0,00%
2,25% 0,00%
39,75% 13,58%
100,00% 100,00%
Landsbréf - Einkabréf B hs., Landsbréf - Einkabréf C hs., Landsbréf - Eignadreifing Langt,
Landsbréf - Eignadreifing Virði, Landsbréf - Eignadreifing Vöxtu
The Board proposes that the results of the year 2022 are carried forward and no dividends paid to shareholders in the
year 2023.
On 1st of November 2022 changes were made to the operational structure of Nova hf. and the executive management
team, when members of the management team were reduced from five to four. Nova has an equal gender executive
management team, heading, along with the CEO, IT & Innovation, Performance and Nova experience.
On the 2nd of November a shareholder meeting was convened by the Board of Directors of Nova Klúbburinn hf., were
i.a. Board elections took place. All of the previously sitting Board members were self elected as members of the Board.
At year end 2022
At year end 2021
In a shareholder meeting in April the Company's shareholders approved an increase of share capital by net value of ISK
3.395 million by issuance of new shares by a public offering to new investors thereby expanding the shareholder group.
The amount received was allocated to repayment of long term borrowings as can be seen in the Cash Flows.
Simultaneously the shareholders approved to list the shares of the Company on Nasdaq Iceland. The listing was
completed successfully in June with over 5.000 new shareholders added to the list of owners of the Company. See effects
on equity in Note 19 and Statement of Changes in Equity. Prior to the listing the shareholders approved in an
extraordinary meeting at the end of May to change the Company's name from Platínum Nova hf. to Nova Klúbburinn hf.
Average number of employees during 2022 was 151, compared to 147 in the year 2021. The gender split was around
60% male and 40% female.
Others.......................................................................................
Lífeyrissj. starfsm. rík. A-deild and B-deild................................
Lífsverk lífeyrissjóður.................................................................
Endorsement by the Board of Directors and the CEO
Nova Klúbburinn hf. is the parent company of Nova hf. whose principal operations are electronic communications and
related activities. These Financial Statements comprise the Consolidated Financial Statements of Nova Klúbburinn hf.
According to the audited consolidated statement of comprehensive income total revenue for the year 2022 amounted
to ISK 12.641 million. EBITDA was ISK 3.636 million and profit for the year was ISK 539 millions. Equity at year end amounted
to ISK 9.053 million and the equity ratio was 39,8%. Reference is made to the consolidated statement of changes in equity
regarding information on changes in equity during the year.
At the end of the year 2022 there were aprox. 3.200 shareholders in the Company, compared to eleven at the beginning
of the year. The 10 largest shareholders in the Company at year end 2022 were as follows (compared to all shareholding
at end of 2021):
Nova Acquisition Holding ehf..................................................
Íslandssjóðir hf.
2)
........................................................................
Birta lífeyrisjóður.......................................................................
Landsbréf hf.
3)
..............................................................................
Arion banki hf...........................................................................
Stefnir hf.
1)
...........................................................................
1)
Stefnir - Innlend hlutabréf hs., Stefnir - Innlend hlutabréf vo, Stefnir - ÍS 5 hs., Stefnir - Samval hs.
2)
IS EQUUS Hlutabréf, IS Hlutabréfasjóðurinn, IS Eignasafn, IS Einkasafn B, IS Einkasafn C, IS EinkasafnD, IS Einkasafn E
4)
Kvika - IHF hs., Kvika - Hlutabréfavísitala, Kvika - Eldgjá, Kvika - Innlend hlutabréf
3)
Landsbréf - Úrvalsbréf hs., Landsbréf - Hekla hs., Landsbréf - Öndvegisbréf hs., Landsbréf - Einkabréf D hs.,
Kvika eignastýrig hf.
4)
....................................................................4,37%
Lífeyrissjóður verzlunarmanna.................................................
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
3
Endorsement by the Board of Directors and the CEO
Effects of the Covid-19 pandemic and the Russian invasion in Ukraine are immaterial to the financial results and position.
Financial risk and risk management
Subsequent events
Subsequent to year end no material events have occured that effect the Groups financial position.
Smart devices and social media also have developed their darker sides, not least due to overuse. Nova considers its
main projects to be socially responsible, and therefore the main challenges we intend to face, to be the following:
- To be responsible towards society in everything we do in our daily work, without "dressing it up"
- Correcting our "footprint" of whatever nature it is without "greenwashing" of any kind
- To focus on matters, that do not directly relate to our core business, but which we chose to make our focus matters,
and extend our reach beyond our daily tasks for the benefit of others.
Nova´s board has adopted good corporate governance with the aim of supporting responsible behavior and corporate
culture within the Company for the benefit of all the Company's stakeholders.
For further discussion on Nova's corporate governance reference is made to the corporate governance statement that is
part of these Financial Statements and to the Company's sustainability report, which can be accessed on the company's
website, www.nova.is/baksvids/ufs
Nova is a comprehensive electronic communications company, offering mobile and fiber services to homes and diverse
electronic communications services to smaller businesses, as well as special solutions for large users. Nova's purpose
and mission play a socially important role. Nova ensures seamless electronic communications, which are the foundation
of communication between people and companies in the modern world. At important times in peoples´ lives,
communication and thus electronic communications become increasingly important.
Nova has paved the way for smart devices and introduced new opportunitites in internet usage throughout the years.
Introducing social media prototypes was a big part of Nova's marketing communications at its inception. It is not least
thanks to social media that the demand in society as a whole for transparency has increased enormously and at the
same time the demand for integrity increases, but also an opportunity is created for the market to better monitor the
companies and people who work there. No one can hide their origin in the world of social media. This development can
be called a revolution and is in many ways a great and good reformation.
See further information regarding environmental, social and sustainability matters in an addendum to this Consolidated
Financial Statements and in the Company´s sustainability report. See also a link at Nova's website
www.nova.is/baksvids/ufs
Corporate governance
The new Act on Electronic Communication, no. 70/2022, (The "Act"), came into force 1 September 2022.
The provision further provides a legal basis for the Minister of Infrastructure to introduce conditions related to the origin of
vendors of certain equipment or network components, considered to be critical for national security, in a regulation. It
may be stipulated in a regulation that such equipment must be produced in a state with which Iceland has an ongoing
security cooperation, a member state of the EEA or in a third country if the vendor has obtained approval by a partner
state in security cooperation. Such a regulation can only be introduced after receiving comments from the Minister of
Justice and the Minister for Foreign Affairs and Defence. In the explanatory note accompanying the bill (
travaux
préparatoires
) it is expressly stated that any imposition of conditions or restriction of the use of equipment or network
components under this provision must respect the principle of proportionality and to that end only restrict the operations
of national network operators to the extent necessary.
Non-financial information
The Board of Directors and CEO refer to note 22 in these Financial Statements for information on financial risk of the
Company and financial risk management.
No additional financial risks are inherit to the operation apart from operational risk discussed further here below.
Article 87 of the Act provides for new powers afforded to the Telecommunications Authority on one hand and the Minister
of Infrastructure on the other under the heading of network security.
The Telecommunication Authority can attach conditions to a licence to operate wireless transmission equipment (or, as
the case may be, stipulate general conditions for the operation of such equipment under a notification regime) in the
interest of network security if it considers all established national networks collectively too dependent on one vendor. It is
therefore a requirement for the imposition of any conditions related to vendor selection or use of equipment that the
national operators have collectively become too dependent on one vendor so that security concerns may be raised.
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
4
Endorsement by the Board of Directors and the CEO
Statement by the Board of Directors and the CEO
Hugh Short
Chairman
In our opinion, the Consolidated Financial Statement of Nova Klúbburinn hf. for the year 2022 identified as "
64886J4FR973Q12HGS61-2022-12-31-en.zip" are prepared in all material respect in compliance with the ESEF Regulation.
The Financial Statements for the year ended 31 December 2022 have been prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the EU. According to our best knowledge, it is our opinion that the
Consolidated Financial Statements give a true and fair view of the financial performance of the Group for the year 2022,
its financial position and changes in equity as of 31.12.2022 and its cash flows for the financial year 2022. Furthermore, it
is our opinion that the Financial Statements and the report of the Board of Directors and the CEO contain a clear
overview of developments and results in the Group´s operations, its position and describe the main risk factors and
uncertainties facing the Group.
Margrét Tryggvadóttir
Managing Director (CEO):
Board member
Board member
Board member
Hrund Rudolfsdóttir
Kevin Payne
Board member
Tina Pidgeon
Reykjavík, 2. March 2023
Board of Directors
Jón Óttar Birgisson
The Board of Directors and the CEO hereby confirm the Group's financial statements for the year 2022 by means of their
signatures.
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
5
To the board of directors and the shareholders of Nova klúbburinn hf.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the group and its
subsidiaries are in accordance with the applicable law and regulations in Iceland and that we have not provided non-
audit services that are prohibited under Article 5.1. of Regulation (EU) No. 537/2014.
Independent Auditor's Report
The consolidated financial statements comprise
- The Endorsement by the Board of Directors and the CEO.
- The Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year 2022.
- The Consolidated Statement of Financial Position as at 31 December 2022.
- The Consolidated Statement of Cash Flows for the year 2022.
- The Consolidated Statement of Changes in Equity for the year ended 31 December 2022.
- Notes to the consolidated financial statements, which include significant accounting policies and other explanatory
information.
The Endorsement by the Board of Directors and the CEO is excluded from the audit, refer to section
reporting on other
information
.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing. Our responsibilities under those
standards are further described in the responsibilities for the audit of the consolidated financial statements
section of our report.
Independence
We are independent of the group in accordance with Icelandic laws on auditors and auditing and the code of ethics
that apply to auditors in Iceland and relate to our audit of the group's consolidated financial statements. We have
fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services that we have provided to the group, in the period from 1 January to 31.December 2022, are
disclosed in note 21 to the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
We have audited the accompanying consolidated financial statements of Nova klúbburinn hf. and its subsidiaries (the
group) for the year 2022, excluding the Endorsement by the Board of Directors and the CEO.
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of
the group as at December 31, 2022, and of its consolidated financial performance and its consolidated cash flows for
the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union
(EU), and applicable articles in Icelandic law on annual accounts.
Our opinion is consistent with our additional report to the Audit Committee/board of directors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
6
Independent Auditor's Report
Key audit matters
Audit procedures
Sales revenue:
Sales revenue totaled ISK 12,4 billion.
We put an emphasis on this line item as the recognition of
revenue is complex due to the sheer volume of entries for the
different revenue streams and because it is the single largest
single item in the financial statements.
Many different systems also need share data with each other in
order for revenue to be regognised correctly, from measuring
usage and creating invoices to generating the correct financial
information to the general ledger.
We refer to notes 1.6, 1.7. and 3 that explain the Group's
revenue recognition in further detail.
Our audit procedures included:
- Substantive audit procedures were performed on
sales invoices and their corresponding
payments.
-Trade receivables were confirmed by a review of
their payments after year end.
-The Group's information system was reviewed by
examining the flow of data between different IT
systems.
-Internal control was examined relating to the
review of fluctuations in amounts of revenue
streams between different months.
-The Group's usage and data measurements
were tested with a detailed inspection.
-A special test was performed on revenue that did
not flow from the Group's sales systems.
- Relevant notes have been reviewed.
Valuation of goodwill:
The Group's goodwill is the largest line item on the
Consolidated Statement of Financial Position and is valued at
ISK 10,0 billion.
The valuation model is based on estimated future cash flows of
the subsidiary Nova hf. and is heavily influenced by
management's assumptions.
Due the significance of goodwill to the financial statements and
the subjective and complex nature of its valuation model, a
special emphasis was placed on audit procedures concerning
its valuation.
We refer to Notes 1.9, 8 and 9 which explain the accounting
treatment and the underlying assumptions.
Our audit procedures included:
-The Group's valuation model itself of was
reviewed for appropriateness.
-Each significant assumption was reviewed, which
includes estimated future growth rates, EBITDA ratios,
depreciation expenses and CAPEX plans.
-The Group's estimated WACC was reviewed,
that includes assumptions concerning interest
rates and equity financing.
- PwC valuation experts assisted the audit team in
executing the audit.
- Relevant notes have been reviewed.
7
Independent Auditor's Report
Those charged with governance are responsible for overseeing the group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an 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
International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with International Standards on Auditing, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
internal control.
Reporting on other information, including the the Endorsement by the Board of Directors and the CEO
The board of directors and Chief executive officer are responsible for other information. The other information comprises
of the Endorsement by the Board of Directors and the CEO and appendixes to the Consolidated Financial Statements
which are a Non-financial information (ESG), Corporate governance statement and Querterly statements, which we
Our opinion on the consolidated financial statements does not cover the other information, including the Endorsement
by the Board of Directors and the CEO.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. In
addition, in light of the knowledge and understanding of the entity and its environment obtained in the course of the
audit, we are required to report if we have identified material misstatements in other information that we obtained prior
With respect to the Endorsement by the Board of Directors and the CEO
we have, in accordance with article 104, of the
Icelandic law on annual accounts reviewed that to the best of our knowledge, the Endorsement by the Board of
Directors and the CEO accompanying the consolidated financial statements includes applicable information in
accordance with Icelandic law on annual accounts if not presented elsewhere in the consolidated financial statements.
Responsibilities of the board of directors and the chief executive officer
The board of directors and the chief executive officer are responsible for the preparation and fair presentation of the
consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the EU,
and applicable articles in Icelandic law on annual accounts, and for such internal control as determined necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the groups' 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. The Group's management must provide appropriate explanations regarding its ability to
continue as going concern, if applicable, and why management applies the presumption of going concern in the
preparation and presentation of the consolidated financial statements.
8
Independent Auditor's Report
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
As part of our audit of the consolidated financial statements of Nova klúbburinn hf. we performed procedures to be able
to issue an opinion on whether the consolidated financial statements of Nova klúbburinn hf. for the year 2022 with the file
name 64886J4FR973Q12HGS61-2022-12-31-en.zip is prepared, in all material respects, in accordance with law no.
20/2021 Act on securities issuer obligations to issue information and self-report relating to requirements under the
European single electronic format regulation EU no. 2019/815, which include requirements concerning preparation of
the consolidated financial statements in XHTML format and iXBRL markup.
The board of directors and Chief executive officer are responsible for preparing the consolidated financial statements in
accordance with law no. 20/2021. This responsibility includes preparing the consolidated financial statements in a
XHTML format in accordance to EU regulation no. 2019/815 on the European single electronic format (ESEF regulation).
Report on European single electronic format (ESEF Regulation)
Conclude on the appropriateness of 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 ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our report to the related disclosures in the consolidated 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 report. However, future events or conditions may cause the group to cease to continue as a
going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Our responsibility is to obtain reasonable assurance, based on evidence that we have obtained, on whether the
consolidated financial statements are prepared in all material respects, in accordance with the ESEF Regulation, and to
issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the auditor's
judgement, including the assessment of the risks of material departures from the requirements set out in the ESEF
regulation, whether due to fraud or error.
In our opinion, the consolidated financial statements of Nova klúbburinn hf. for the year 2022 with the file name
64886J4FR973Q12HGS61-2022-12-31-en.zip is prepared, in all material respects, in accordance with the European single
electronic format regulation EU no. 2019/815.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on other legal and regulatory requirements
9
Independent Auditor's Report
Appointment
Reykjavík, 2 March 2023
PricewaterhouseCoopers ehf.
Vignir Rafn Gíslason
State Aurhorized Public Accountant
We were first appointed as auditors at the company's annual general meeting in the year 2019. Our appointment has
been renewed annually at the company's annual general meeting representing a total period of uninterrupted
engagement appointment of four years.
10
Note 2022 2021
Operating revenues
Sales .................................................................................................................
3
Other operating income .................................................................................
Gain on sale of passive infrastructure ............................................................
Operating expenses
Cost of sales ....................................................................................................
Salaries and salary-related expenses .............................................................
4
Other expenses ...............................................................................................
EBITDA ..............................................................................................................................
Depreciation and amortisation ......................................................................
5
(2.021.045 ) (2.029.309 )
Results from operating activities
Interest and indexation income and (expenses):
Interest income ................................................................................................
Interest expenses .............................................................................................
(1.002.038 ) (488.806 )
Foreign exchange (loss) gain .........................................................................
(6.346 ) 545
6
(942.885 ) (445.778 )
Profit from sale of associate ............................................................................
Profit before income tax
Income tax .......................................................................................................
7
(133.008 ) (321.501 )
Net profit and comprehensive income for the period
Earnings per share
Basic and diluted earnings per share ............................................................
23 0,150 0,187
Profit for the year attributable to:
Owners of the Company .................................................................................
Non-controlling interests ..................................................................................
Profit for the period ..........................................................................................
The notes on pages 15 to 33 are an integral part of these consolidated financial statements
Consolidated Statement of Profit or Loss and Other Comprehensive
Income for the year 2022
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
11
Note 2022 2021
Assets
Non-current assets
Goodwill ...........................................................................................................
8,9
Intangible assets ..............................................................................................
9
Operating assets .............................................................................................
10
Right of use assets ...........................................................................................
11
Investment in associates and other ................................................................
20
Deferred income tax asset ..............................................................................
18
Current assets
Inventories .......................................................................................................
14
Trade receivables ............................................................................................
15
Receivables from related parties ....................................................................
24
Other receivables ............................................................................................
Cash and cash equivalents ............................................................................
16
Total assets
The notes on pages 15 to 33 are an integral part of these consolidated financial statements
Consolidated Statement of Financial Position as at 31 December 2022
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
12
Note 2022 2021
Equity and Liabilities
Equity
Share capital ...................................................................................................
Share premium ................................................................................................
Reserves ...........................................................................................................
19
Retained earnings ...........................................................................................
Non-current liabilities
Loans and borrowings .....................................................................................
17
Lease liabilities .................................................................................................
11
Other non-current liabilities ............................................................................. 12
Current liabilities
Current maturities of loans and borrowings ...................................................
17
Trade payables ...............................................................................................
Tax payable .....................................................................................................
18
Payable to a related company ......................................................................
24
Lease liabilities and other liabilities .................................................................
11,12
Other payables ................................................................................................
Pre-payments ...................................................................................................
Total liabilities
Total equity and liabilities
Other information 13, 21, 22
The notes on pages 15 to 33 are an integral part of these consolidated financial statements
Consolidated Statement of Financial Position as at 31 December 2022
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
13
Note 2022 2021
Cash flows from operating activities
Net profit for the period ..................................................................................
Adjustments for:
Depreciation and amortisation ......................................................................
5
Income tax ......................................................................................................
7
Loss on sale of operating assets .....................................................................
Gain on sale of passive infrastructure ............................................................
Effect of accrued stock option ........................................................................
4
Interest and indexation income and expenses .............................................
6
Changes in operating assets and liabilities:
Inventories, (increase) decrease ....................................................................
(21.554 ) 8.824
Trade and other receivables, decrease (increase) ......................................
Trade and other payables, (decrease) increase ..........................................
(1.016.578 ) 196.452
(69.251 ) (78.929 )
Interest income received ................................................................................
Interest expenses paid ....................................................................................
(749.477 ) (533.449 )
Paid taxes ........................................................................................................
(1.160.556 ) (159.362 )
Net cash inflow from operating activities
Cash flows to investing activities
Acquisition of operating assets ......................................................................
10
(1.555.026 ) (1.184.817 )
Acquisition of intangible assets ......................................................................
9
(307.819 ) (247.566 )
Disposals of operating assets .........................................................................
Investment in a subsidiary, net of cash acquired ..........................................
(1.859.845 ) 3.856.963
Cash flows from financing activities
Share capital increase (decrease) ................................................................
Lease agreement, repayment of principal ....................................................
11
(162.758 ) (115.960 )
Other non current liabilities, repayment of principal ..................................... 12
(38.924 ) 0
Other non current liabilities, new loans .......................................................... 12
Loans from financial institutions ......................................................................
Payments on loans from financial institutions .................................................
17
(4.679.007 ) (6.182.590 )
(1.380.838 ) (4.730.818 )
(Decrease) increase in cash and cash equivalents
(1.517.941 ) 1.981.879
Effect of foreign exchange rates on cash and cash equivalents .................
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at end of the period
16
The notes on pages 15 to 33 are an integral part of these consolidated financial statements
Consolidated Statement of Cash Flows for the year 2022
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
14
Share Share Retained
capital premium Reserves earnings Total
Balance at 1 January 2021
Profit for the year............................................
Share of profit of subsidiary in
excess of dividend received......................
Contribution to statutory reserve...................
Recognition of share-based payments ........
Share capital increase..................................
Share capital decrease.................................
(5.678.123 ) (521.877 ) (6.200.000 )
Exercised stock options.................................
(228.407 ) 228.407 0
Balance at 31 December 2021
Revised accounting.......................................
Revised Balance at 31 December 2021
Revised Balance at 1 January 2022
Profit for the year............................................
Share capital increase..................................
Cost of share capital increase......................
(105.000 )
(105.000 )
Contribution to statutory reserve...................
Share of profit of subsidiary
less dividend received...............................
(32.667 ) 32.667 0
Balance at 31 December 2022
See note 19 for further information.
Consolidated Statement of Changes in Equity for the year ended 31
December 2022
Nova hf. changed the accounting treatment of end user equipments. The share in profit and the retained earnings
changed. The effect on equity changed as follows:
Reported
2021
Revision
Revised
2021
Profit for the year...............................................................................................
Retained earnings.............................................................................................
See note 2 for further explanation for the revised accounting.
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
15
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
16
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
17
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
18
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
19
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
20
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
21
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
22
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
23
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
24
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
25
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
Amounts are in ISK thousand
26
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
Amounts are in ISK thousand
27
Notes to the Financial Statements
15. Trade receivables
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
28
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
29
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
30
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
31
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
32
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
33
Notes to the Financial Statements
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022 Amounts are in ISK thousand
34
Non-financial information, ESG (Unaudited)
Social matters
Smart devices and social media have also developed their darker sides, not least due to overuse. Nova's social
footprint is only to a small extent environmental, but more so due to the overuse and irresponsible use of
smartphones and social media. We take responsibility on that playground. In 2019, a decision was made to
change and sharpen Nova´s long-term marketing strategy. The premise of the strategy is that Nova's negative
social footprint is primarily related to unrealistic stereotypes, non-stop scrolling, overuse of smart devices and the
negative impact of social media.
Nova began its journey towards mental wellness and well-being under the slogan The journey has
been supported by advertising campaigns where different messages are emphasised, e.g. conscious use of smart
devices, body respect and self-love.
In our marketing communications we are aware that we are all different and therefore we avoid stereotypes and
photoshop as much as possible.
Nova provides every employee with the support and the working environment to fully develop their skills and
talents, regardless of gender, ethnicity or sexuality. Everyone is welcome at the biggest club in the world, where a
diverse group of people treat each other with respect.
Nova is an equal pay certified workplace and has taken steps to ensure that every employee enjoys a fair and
stimulating work environment, free from prejudice, systemic injustice and organizational bias.
Environmental matters
Nova's environmental footprint is not heavy, we are small on the inside and big on the outside, but the Nova team
has around 160 employees. Most of the staff have facilities in the offices in Lágmúla, and we also have four stores.
We drive very few vehicles and travel very little. The green footprints go all the way up to Nova's office. There is little
use of paper and disposables, and we all make sure that what ends up in the bin is extremely well sorted. From
Nova´s inception, we have only offered electronic invoices.
At Nova, we also focus on the sustainable use of the devices that enable our services. In 2019, we introduced
"Endurgræddu", a project that offers our customers the possibility to ensure a sustainable use and disposal of their
electronic devices through reuse, renewal and recycling. Nova's service provider takes care of restoring devices.
Nothing is thrown away that can be used. Devices that can be repaired are repaired and other devices are used
for spare parts. What cannot be reused is disposed of in accordance with WEEE (EU Directive 2012/19/EU on Waste
from Electrical and Electronic Equipment).
Nova has paved the way for smart devices and introduced new opportunities in internet usage throughout the
years. Introducing social media prototypes was a big part of Nova's marketing communications at its inception. It
is not least thanks to social media that the demand in society as a whole for transparency has increased
enormously and at the same time the demand for integrity increases, and also an opportunity is created for the
market to better monitor the companies and people who work there. No one can hide their origin in the world of
social media. This development can be called a revolution and is in many ways a great and good reformation.
Nova is a comprehensive electronic communications company, offering mobile and fiber services to homes and
diverse electronic communications services to smaller businesses, as well as special solutions for large users.
Nova's purpose and mission play a socially important role. Nova ensures seamless electronic communications,
which are the foundation of communication between people and companies in the modern world. At important
times in peoples´ lives, communication and thus electronic communications become increasingly important.
Nova considers its main projects to be socially responsible, and therefore the main challenges we intend to face,
to be the following:
- To be responsible towards society in everything we do in our daily work, without "dressing it up"
- Correcting our "footprint" of whatever nature it is without "greenwashing" of any kind
- To focus on matters, that do not directly relate to our core business, but which we chose to make our focus
matters, and extend our reach beyond our daily tasks for the benefit of others.
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
Unaudited
35
Non-financial information, ESG (Unaudited)
Social matters (cont'd.)
The well-being of employees is also supported by various lectures and events that take place during the year.
others as you would like to be is an inherent principal in the Nova culture, whether in
communicating with each other, with costumers or other stakeholders in the company.
Following listing on Nasdaq OMX Iceland Nova has also looked to Nasdaq´s ESG Reporting Guide when it comes
to measuring success in terms of social responsibility. An ESG metrics summary is a part of the company´s
sustainability report published on the company´s website www.nova.is/baksvids/ufs
See further information regarding environmental, social and sustainability matters in the company´s sustainability
report on the company´s website www.nova.is/baksvids/ufs
How do we measure the success in terms of social responsibility?
The success of our daily work in terms of social responsibility can be hard to measure, or easy. We chose to
measure our success based on set goals.
We at Nova have set clear goals:
-To be the best workplace in the world
-To have the most customer satisfaction
-To have the best network
-To have the biggest and strongest brand
-To grow and prosper
We link our goals directly to the UN Sustainable Development Goals and thus aim to promote a better society. The
UN Goals we look to are Good Health and Well-Being, Gender Equality and Industry, Innovation and Development.
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
Unaudited
36
Corporate governance statement (Unaudited)
Corporate governance
Compliance with the Good Governance Guidelines
Risk management and internal control
For Nova, cyber security primarily involves protecting electronic communications services, customer data, software
and hardware. Nova employs a large number of experts in electric communications and system operations who
work day and night to ensure safe and efficient customer communication. No less emphasis is placed on the
security of sensitive customer data, which is ensured by, among other things, secure working processes, regular
risk assessment and 24/7 monitoring of Nova's internal systems. Nova is committed to fast response to any
operational disruptions or disruptions due to network security failures to ensure customer safety.
Security is a collaborative effort of all Nova staff, from the front line to the CEO. In addition, Nova has recruited a
gatekeeper (security manager) from the cyber security company Syndis to further assist us in achieving our
security-related goals.
Nova operates i.a. under the Act on Electronic communications, no. 70/2022, as well as the Act on Limited
Companies, no. 2/1995, and is subject to the supervision of the Electronic Communication Office. Nova is listed on
Nasdaq OMX Iceland and therefore also operates in accordance with the regulations that apply to the market,
i.a. Act on Markets in Financial Instruments, no. 115/221, Act on actions against market abuse, no. 60/2021, and
the Act on issuers transparency obligations, no. 20/2021, and is thereby also subject to the supervision of the
Financial Supervisory Authority of the Central Bank of Iceland.
Nova's board has adopted good governance procedures with the aim to support responsible behaviour and
corporate culture within the company for the benefit of all the company's stakeholders. Thus, the company's
board of directors always aims to follow the requirements stated in the approved guidelines that are available at
any time, as well as the provisions of the law that apply to the company's activities. Guidelines on corporate
governance, 6th edition, published by the Icelandic Chamber of Commerce, the Confederation of Employers and
Nasdaq OMX Iceland hf. (hereinafter "Guidelines on good governance" or the "Guidelines") are specifically
referred to with respect to good governance.
As stated above, Nova uses the "Guidelines" as reference for good governance. The basis of the "Guidelines" is the
"comply or explain" principle, which offers companies the flexibility to use the "Guidelines" in a way that best suits
their size, structure and scope of operations. Below we explain where Nova's governance deviates from the
"Guidelines".
In art. 2.3.1 it is recommended that the majority of the company's board is independent of the company and its
day-to-day managers. Also, in art. 2.3.3 it is recommended that at least two of the board members who are
independent of the company and its day-to-day management are also independent of the company's major
shareholders. Only one of Nova's five board members, according to these guidelines, can be considered
independent, but this is due to the fact that before the company's listing on the market in June 2022, the
company's ownership was in the hands of a few shareholders and its management was in the hands of one only
of them.
Apart for what is explained above, Nova follows the Guidelines on good governance.
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
Unaudited
37
Corporate governance statement (Unaudited)
Auditing and accounting
Compliance officer
Personal data protection
Board and CEO
Hrund Rudolfsdóttir (1969), board member, has extensive experience as a board member from many registered
companies, financial institutions and privately owned companies. Hrund is the CEO of Veritas ehf. and was
previously the manager of professional development at Marel hf. and the director of Lyf og Heilsa hf. Hrund has an
MSc degree in international business from Copenhagen Business School and a Cand. Oecon degree from the
University of Iceland. Hrund is a shareholder in Nova Klúbburinn hf. both personally and as one of the owners of the
private limited company Stjánkur ehf., the total shareholding of Hrund and financially related parties amounts to
10,262,434 shares. Hrund is considered an independent director according to the Guidelines on good
governance.
The security manager's task also includes, among other things, maximizing the security of personal information in
the company's systems as discussed above under "Risk management and internal control".
The company's board of directors consists of five persons, three men and two women. The board is elected by
shareholders at the annual general meeting. The following persons sit on the board of the company, but the same
persons also sit on the board of the subsidiary Nova hf.:
Hugh S. Short (1973), Chairman, is co-founder and CEO of Pt Capital LLC, an Alaskan investment company with
assets in North America and Europe. Previously, Hugh was President and CEO of Alaska Growth Capital BIDCO,
Inc., a subsidiary of Arctic Slope Regional Corporation. Hugh was also the mayor of Bethel, Alaska from 2002-2004
and a board member of Rural Energy Enterprises. Hugh holds a B.S. degree in Political Science from the University
of Alaska Anchorage and also studied at the Pepperdine Graziadio School of Business. Pt Capital LLC is, through a
fund management company owned by it, the owner of Nova Acquisition holding ehf., which has an 11.12% stake
in Nova Klúbburinn hf. Hugh is therefore considered a dependent director according to the Guidelines on good
governance.
Nova cares about the protection of the personal information of its customers and employees and handles such
information in accordance with the privacy policy that is available on the company's website. The position of
Nova's privacy officer was outsourced to Era lausnir ehf. until the end of 2022, but on January 1, 2023, the
company's lawyer took over the position. The data protection officer submits an annual report on his work to the
board.
The company's finance department prepares the company's financial statements in accordance with
international financial reporting standards (IFRS) and the provisions of the Annual Accounts Act, no. 3/2006.
Monthly accounts are also prepared and sent to the board, which enables it to compare results with budgets,
monitor changes in the company's operations and react if necessary. The board approves the company's annual
budget for the next operating year. The external auditors audit the company's annual accounts and consolidated
accounts, as well as reviewing processes for the preparation of the financial statements.
External auditors annually review the company's financial processes. The audit committee is also regularly
informed about various aspects of the company's risk management and internal control and proposes
improvements where necessary.
From the date of the company's listing on OMX Nasdaq Iceland until November 1, 2022, the role of the
compliance officer was outsourced to BBA/Fjeldco, but from that date it has been attended to by the company's
lawyer. The compliance officer reports to the company's CFO and submits an annual report on his work to the
board.
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
Unaudited
38
Corporate governance statement (Unaudited)
Board and CEO (cont'd.)
Margrét Tryggvadóttir (1977), CEO of Nova, participated in the founding of Nova in 2007 and has worked at Nova
since then, first in the field of marketing and sales and services, but as CEO from August 2018. Margrét has a BA
degree in international marketing from Reykjavík University and an AMP degree from IESE in Barcelona. Margrét is a
shareholder in Nova Klúbburinn hf. both personally and as one of the owners of M&M Partners ehf., the total
shareholding of Margrét and financially related parties amounts to 105,154,700 shares, or about 2.75% of the share
capital in the company. Margrét has no joint interest with the company's main business partners, its competitors or
major shareholders in the company.
The CEO reports directly to the board and is responsible for the company's daily operations, internal control and
risk management.
The board meets at least ten times a year in person and/or via Teams. In 2022, a total of ten board meetings were
held. Minutes are kept by the company's lawyer, who is also the secretary of the board. The board has access to a
secure website that stores meeting materials, minutes, presentations, reports and other necessary data. The board
evaluates its work and that of the chairman annually and makes recommendations for improvements.
The board's role is defined in detail in the board's rules of procedure and the company's articles of association,
which can both be accessed on the company's website, https://www.nova.is/fjarfestar.
The company's executive management consisted of five people until November 11, 2022, but four as of that date.
The executive board now consists of a CEO, who is a woman, and three managers, one woman and two men,
managing Nova experience, Performance and Technology and innovation.
Jón Óttar Birgisson (1974), board member, has extensive experience as a board member as well as experience in
the financial and electronic communications sectors. Jón is the manager of Stöplar Advisory. Jón was previously
the director of corporate finance at MP Bank and the managing director of corporate finance at Saga Capital.
Jón is an economist from the University of Iceland and is a licensed stockbroker. Jón is a temporary advisor in the
affairs of Stefnir's funds, a fund management company, which holds a total of 12.5% of shares in Nova Klúbburinn
hf. Jón is therefore considered a dependent board member according to the Guidelines on good governance.
Kevin Payne (1987), Board Member, is a Principal at Pt. Capital LLC, where he manages the investment processes
and operations of the investment company's portfolio. Previously, Kevin worked in investment lending at JPMorgan
Chase and portfolio management at SunTrust Robinson Humphrey. Kevin is a CFA Charterholder and holds an
MSc in Economics from Clemson University. Pt Capital LLC is, through a fund management company owned by it,
the owner of Nova Acquisition holding ehf., which has an 11.12% stake in Nova Klúbburinn hf. Kevin is therefore
considered a dependent board member according to the Guidelines on good governance.
Tina Pidgeon (1968), board member, has over 25 years of experience in the electronic communications and
technology sector and over 10 years of experience as a board member and consultant for boards of directors.
Tina has a vast experience in strategic planning in the Arctic and the implementation of broadband infrastructure.
Tina works as an independent strategy consultant. Previously, she was, among other things, general counsel and
compliance officer at General Communication Corporation (GCI). Tina holds a Juris Doctor degree from the
University of Virginia School of Law and a B.A. degree in Administration and International Relations from the
University of Notre Dame. Tina holds a share purchase option in Nova Klúbburinn hf., which Pt. Capital LLC
assigned her as payment for her services to the company. Tina is therefore considered a dependent board
member according to Guidelines for good governance.
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
Unaudited
39
Corporate governance statement (Unaudited)
Approved by the board on [2]. March 2023.
Information about violations of laws/rules, court cases
In 2022, Nova has not received an administrative fine from the courts or competent supervisory bodies. The
company has not received a judgment for violating rules or laws, nor is it aware of such violations during the year.
This corporate governance statement is reviewed annually by the board.
The board has two sub-committees, the remuneration committee and the audit committee. The remuneration
committee consists of three board members and the audit committee consists of one board member and two
external advisors, a lawyer and a certified public accountant, who is also the chairman of the committee. The
remuneration committee met six times in 2022 and the audit committee eight times. The remuneration policy and
the committees procedural rules, as well as information on committee members, can be accessed on the
company's website, https://www.nova.isfjarfestar.
The company´s a nomination committee was appointed by the shareholders at the shareholders' meeting on
November 2, 2022. The nomination committee consists of one board member and two independent external
advisors. The nomination committee met three times in 2022, in addition to conducting interviews with current
board members and the CEO in preparation for seeking candidates to the board for the annual general meeting
in March 2023. The rules of procedure of the nomination committee, as well as information on committee
members, can be found on the company's website, https://www.nova.is/fjarfestar.
Board and shareholders sub-committees
Nova Klúbburinn hf. Consolidated Financial Statements for the year 2022
Unaudited
40
Quarterly results (Unaudited)
Quarterly results 2022 are as follows in ISK millions: Q1 Q2 Q3 Q4 Total
2022 2022 2022 2022 2022
1.367 1.441 1.527 1.505 5.840
797 807 826 840 3.270
491 592 493 643 2.220
280 271 276 285 1.112
36 39 43 81 199
2.972 3.150 3.165 3.354 12.641
(1.645) (1.514) (1.561) (1.739) (6.458)
(430) (427) (377) (476) (1.710)
(243) (216) (217) (161) (837)
(2.317) (2.156) (2.155) (2.376) (9.005)
EBITDA 655 993 1.010 978 3.636
(302) (319) (326) (338) (1.285)
(122) (125) (124) (128) (498)
(47) (50) (54) (87) (237)
(470) (495) (504) (552) (2.021)
Results from operating activities 185 499 506 426 1.615
25 8 9 23 65
6 0 (1) (12) (6)
(132) (78) (66) (70) (347)
(85) (90) (89) (95) (358)
(15) (15) (14) (16) (60)
(31) (80) (82) (42) (235)
(0) (1) (5) 4 (2)
(232) (255) (249) (208) (943)
0 0 0 0 0
Profit before income tax (47) 244 257 218 672
(24) (15) (24) (70) (133)
Total comprehensive income for the period (72) 229 233 148 539
Depreciation of operating assets .........................
Amortization of intangible assets ..........................
Depreciation of right of use assets .......................
Operating revenues .............................................
Operating expenses .............................................
Cost of sales ..........................................................
Salaries and salary-related expenses ..................
Other expenses .....................................................
Mobile network revenues ......................................
Fixed network revenues ........................................
Goods sold revenues ............................................
Other revenues .....................................................
Other operating income .......................................
Interest income .....................................................
Other finance income (expenses) .......................
Interest expenses of Loans and borrowings .........
Interest expenses of Lease liabilities .....................
Interest expenses of Other non-current liabilities .
Index expenses of Other non-current liabilities ....
Finance income and (expenses): .......................
Depreciation and amortisation ...........................
Profit from sale of associate .....................................
Income tax ...............................................................
Foreign exchange gain (loss) ..............................
Nova Klúbburinn hf. Consolidated Financial Statements 2022 Amounts are in ISK million
41
Quarterly results (Unaudited)
Quarterly results 2021 are as follows in ISK millions: Q1 Q2 Q3 Q4 Total
2021 2021 2021 2021 2021
1.238 1.301 1.405 1.382 5.326
698 732 755 772 2.956
593 628 626 791 2.638
233 252 279 286 1.050
27 28 26 931 1.012
2.788 2.942 3.090 4.162 12.982
(1.505) (1.634) (1.656) (1.691) (6.486)
(391) (403) (333) (601) (1.728)
(181) (180) (155) (184) (701)
(2.076) (2.217) (2.144) (2.476) (8.915)
EBITDA 712 725 946 1.685 4.068
(297) (306) (310) (373) (1.286)
(147) (152) (145) (149) (593)
(37) (37) (37) (40) (150)
(482) (495) (492) (561) (2.029)
Results from operating activities 230 230 454 1.124 2.038
14 5 16 7 42
5 (2) (1) (0) 1
(72) (64) (81) (132) (349)
(27) (27) (27) (41) (122)
(3) (3) (3) (3) (12)
0 0 0 (5) (5)
(0) (0) (1) 1 (1)
(84) (92) (97) (174) (446)
250 0 0 0 250
Profit before income tax 397 138 358 950 1.843
(23) (34) (72) (192) (322)
Total comprehensive income for the period 374 104 286 758 1.521
Interest expenses due to acquisition liability ........
Interest income .....................................................
Interest expenses of Loans and borrowings .........
Salaries and salary-related expenses ..................
Other expenses .....................................................
Depreciation of operating assets .........................
Change in other liabilities .....................................
Other finance income (expenses) .......................
Depreciation and amortisation ...........................
Finance income and (expenses): .......................
Profit from sale of associate .....................................
Income tax ...............................................................
Mobile network revenues ......................................
Interest expenses of Lease liabilities .....................
Operating revenues .............................................
Operating expenses .............................................
Fixed network revenues ........................................
Goods sold revenues ............................................
Other revenues .....................................................
Other operating income .......................................
Cost of sales ..........................................................
Amortization of intangible assets ..........................
Foreign exchange gain (loss) ..............................
Depreciation of right of use assets .......................
Nova Klúbburinn hf. Consolidated Financial Statements 2022 Amounts are in ISK million