xbrli:pureiso4217:DKK300708602022-01-012022-12-31300708602022-01-012022-12-311300708602022-01-012022-12-311300708602022-01-012022-12-312300708602022-01-012022-12-31300708602021-01-012021-12-31300708602022-01-012022-12-31fsa:RetainedEarningsMember300708602021-01-012021-12-31fsa:RetainedEarningsMember300708602022-01-012022-12-31fsa:RetainedEarningsMember300708602022-12-31300708602021-12-31300708602022-01-01fsa:ContributedCapitalMember300708602022-01-01fsa:ReserveForDevelopmentExpenditureMember300708602022-01-01fsa:RetainedEarningsMember300708602022-01-01300708602022-12-31fsa:ContributedCapitalMember300708602022-12-31fsa:ReserveForDevelopmentExpenditureMember300708602022-12-31fsa:RetainedEarningsMember300708602022-01-012022-12-31fsa:ReserveForDevelopmentExpenditureMember300708602022-01-012022-12-31fsa:ShorttermDeferredIncomeMemberGrundlag for konklusionKonklusion2023-07-142023-07-14true2021-01-012021-12-3133963556København S23006WeidekampsgadeDeloitte Statsautoriseret RevisionspartnerselskabCopenhagenKøbenhavn N2200Regnskabsklasse BRevisionspåtegning2022-12-312022-01-01<br /><br />7ESortedam DosseringTwentyThree ApS30070860339635562300 København SWeidekampsgade 6Deloitte Statsautoriseret RevisionspartnerselskabÅrsrapportThe Executive Board has today considered and approved the annual report of TwentyThree ApS for the financial year 01.01.2022 - 31.12.2022. The annual report is presented in accordance with the Danish Financial Statements Act.In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2022 and of the results of its operations for the financial year 01.01.2022 - 31.12.2022.We believe that the management commentary contains a fair review of the affairs and conditions referred to therein.We recommend the annual report for adoption at the Annual General Meeting.CopenhagenThomas Madsen-MygdalSteffen Fagerström ChristensenTo the shareholders of TwentyThree ApSWe have audited the financial statements of TwentyThree ApS for the financial year 01.01.2022 - 31.12.2022, which comprise the income statement, balance sheet, statement of changes in equity and ​notes, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. ​ ​In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2022 and of the results of its operations for the financial year 01.01.2022 - 31.12.2022 in accordance with the Danish Financial Statements Act.We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor’s responsibilities for the audit of the financial statements" section of this auditor’s report. We are independent of the Entity in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, 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 Entity’s ability to continue as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.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 and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:<br />Identify and assess the risks of material misstatement of the 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. <br />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 Entity’s internal control. <br />Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. <br />Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the financial statements, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity’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 Entity to cease to continue as a going concern. <br />Evaluate the overall presentation, structure and content of the financial statements, including the disclosures in the notes, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.<br />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.Management is responsible for the management commentary. Our opinion on the financial statements does not cover the management commentary, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the management commentary provides the information required under the Danish Financial Statements Act. <br />Based on the work we have performed, we conclude that the management commentary is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of the management commentary.CopenhagenBjørn Winkler Jakobsenmne32127State Authorised Public AccountantPrimary activitiesThe primary actvites of TwentyThree ApS is to develop and supply tools for visual communication.Description of material changes in activities and financesProfit for the year amounts to DKK 2,570,110, which was expected by management. The Company has invested significantly in internationalization, technological development as well as organizational development during 2022. The Company expects to reap the benefits on these investments during 2023. As of December 31, 2022 the company has reestablished its share capital. The company’s profit is planned to be invested into the Company’s continued development of product, platform and organization.Events after the balance sheet dateNo events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report.Treasury sharesThe Company owns nominally 6.250 treasury shares which corresponds to 5 % of the total share capital at 31 December 2022. The shares are held as a part of the Company’s ongoing growth strategy.The Company owns nominally 6.250 treasury shares which corresponds to 5 % of the total share capital at 31 December 2022. The shares are held as a part of the Company’s ongoing growth strategy.336572093260347024516515263131085984945539745531557498929076310733358632524676557044-45434-273000257011083004425701108300442570110109632841154148556443863320290210514175957331759308603519761586166783177154387255652208592156738129240302292946650650590246526552530222692168189765657478357648652514862302096948300004840008692192693287427343648929070696038149112903435767102019961303958132894164320161461250001250001427013411409466-12819338-125287801575796-99431412500011409466-12528780-99431412500014270134-128193383000000300000035679643982062720000072879646982062955242114000034377670259322218198957974603257552882944913706875142390542403040426028398313183683301046032894164320161462860668-286066801 Staff costs2022 DKK2021 DKKWages and salaries22,660,08324,985,374Other social security costs400,434435,421Other staff costs1,455,998892,31324,516,51526,313,108Average number of full-time employees434243422 Depreciation, amortisation and impairment losses2022 DKK2021 DKKAmortisation of intangible assets4,965,5234,742,691Depreciation of property, plant and equipment1,030,867528,936Profit/loss from sale of intangible assets and property, plant and equipment(11,445)125,8285,984,9455,397,4553 Other financial expenses2022 DKK2021 DKKFinancial expenses from group enterprises35,0140Other interest expenses420,700326,480Exchange rate adjustments175,3599,383631,073335,863<br />2022 DKK2021 DKKFinancial expenses from group enterprises35,0140Other interest expenses420,700326,480Exchange rate adjustments175,3599,383631,073335,8634 Tax on profit/loss for the year2022 DKK2021 DKKChange in deferred tax66,000(273,000)Adjustment concerning previous years(111,434)0(45,434)(273,000)5 Intangible assetsCompleted development projects DKKAcquired intangible assets DKKGoodwill DKKDevelopment projects in progress DKKCost beginning of year32,460,411687,9192,577,4463,086,035Transfers1,493,44000(1,493,440)Additions2,309,628005,739,164Cost end of year36,263,479687,9192,577,4467,331,759Amortisation and impairment losses beginning of year(20,918,926)(54,717)(1,159,851)0Amortisation for the year(4,381,269)(68,764)(515,490)0Amortisation and impairment losses end of year(25,300,195)(123,481)(1,675,341)0Carrying amount end of year10,963,284564,438902,1057,331,7596 Development projectsThe Company’s development projects relate to the Company’s product, and as such is an integral part of the business strategy and management’s future expectations.7 Property, plant and equipmentOther fixtures and fittings, tools and equipment DKKLeasehold improvements DKKCost beginning of year4,562,6571,948,420Additions475,2331,200,000Disposals(42,368)0Cost end of year4,995,5223,148,420Depreciation and impairment losses beginning of year(3,837,092)(381,039)Depreciation for the year(472,078)(558,789)Reversal regarding disposals29,0860Depreciation and impairment losses end of year(4,280,084)(939,828)Carrying amount end of year715,4382,208,5928 Financial assetsInvestments in group enterprises DKKDeposits DKKCost beginning of year6504,652Additions01,250Cost end of year6505,902Carrying amount end of year6505,902Investments in subsidiariesRegistered inCorporate formEquity interest %TwentyThree Inc.USAInc.1009 Deferred taxDeferred tax primarily related to intangible assets and carry-forward losses. Carry-foward losses are expected to be utilised in the coming 3-5 years.10 Non-current liabilities other than provisionsDue within 12 months 2022 DKKDue within 12 months 2021 DKKDue after more than 12 months 2022 DKKSubordinate loan capital003,000,000Other payables955,2421,140,0003,567,964Deferred income00720,000955,2421,140,0007,287,96411 Deferred incomeDeferred income consists of deferred revenue that will be recognised as revenue in the subsequent financial year. Deferred income also consists of grants received in relation to development projects, which are recognised in the income statement over the relevant assets’ depreciation period.12 Unrecognised rental and lease commitments2022 DKK2021 DKKLiabilities under rental or lease agreements until maturity in total7,304,8278,721,68013 Contingent liabilitiesThe Entity participates in a Danish joint taxation arrangement where Bootstrapping ApS serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable for income taxes etc for the jointly taxed entities,and for obligations, if any, relating to the withholding of tax on interest, royalties and dividend for the jointly taxed entities. The jointly taxed entities' total known net liability under the joint taxation arrangement is disclosed in the administration company's financial statements.14 Assets charged and collateralThe Company’s bank has posted a payment guarantee for a total of DKK 795,741 which relates to deposit for the Company’s premises. Other payables (non-current) of 3,947,841 is secured by way of a floating charge of nominally DKK 4,000 k. This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class B enterprises with addition of a few provisions for reporting class C.The accounting policies applied to these financial statements are consistent with those applied last year.falseConsolidated financial statementsReferring to section 110 of the Danish Financial Statements Act, no consolidated financial statements have been prepared.Recognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is effected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year.Foreign currency translationOn initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the rate at the balance sheet date, are recognised in the income statement as financial income or financial expenses. Property, plant and equipment, intangible assets, inventories and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates. When recognising foreign subsidiaries and associates that are independent entities, the income statements are translated at average exchange rates for the months that do not significantly deviate from the rates at the transaction date. Balance sheet items are translated using the exchange rates at the balance sheet date. Goodwill is considered belonging to the independent foreign entity and is translated using the exchange rate at the balance sheet date. Exchange differences arising out of the translation of foreign subsidiaries’ equity at the beginning of the year at the balance sheet date exchange rates and out of the translation of income statements from average rates to the exchange rates at the balance sheet date are classified directly as equity. Exchange adjustments of outstanding accounts with independent foreign subsidiaries, which are considered part of the total investment in the subsidiary in question, are classified directly as equity.Gross profit or lossGross profit or loss comprises revenue, raw materials and consumables and external expenses.RevenueRevenue from the sale of services is recognised linearly over the contract period. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed.Own work capitalisedOwn work capitalised comprises staff costs and other costs incurred in the financial year and recognised in cost for proprietary intangible assets and property, plant and equipment.Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary activities.Costs of raw materials and consumablesCosts of raw materials and consumables comprise costs directly related to revenue.Other external expensesOther external expenses include expenses relating to the Entity’s ordinary activities, including expenses for premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of receivables recognised in current assets.Staff costsStaff costs comprise salaries and wages, and social security contributions, pension contributions, etc for entity staff.Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to property, plant and equipment and intangible assets comprise depreciation, amortisation and impairment losses for the financial year, and gains and losses from the sale of intangible assets and property, plant and equipment.Other financial expensesOther financial expenses comprise interest expenses, including interest expenses on payables to group enterprises, net capital or exchange losses on securities, payables and transactions in foreign currencies, amortisation of financial liabilities, and tax surcharge under the Danish Tax Prepayment Scheme etc.Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity.The Entity is jointly taxed with all Danish group enterprises. The current Danish income tax is allocated among the jointly taxed entities proportionally to their taxable income (full allocation with a refund concerning tax losses).GoodwillGoodwill is the positive difference between cost and fair value of assets and liabilities arising from acquisitions. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by Management for each business area. The amortisation period used is 5 years. Goodwill is written down to the lower of recoverable amount and carrying amount.<br />Intellectual property rights etc.Intellectual property rights etc. comprise development projects completed and in progress with related intellectual property rights and acquired intellectual property rights.Development projects on clearly defined and identifiable products and processes, for which the technical rate of utilisation, adequate resources and a potential future market or development opportunity in the enterprise can be established, and where the intention is to manufacture, market or apply the product or process in question, are recognised as intangible assets. Other development costs are recognised as costs in the income statement as incurred. When recognising development projects as intangible assets, an amount equalling the costs incurred less deferred tax is taken to equity in the reserve for development costs that is reduced as the development projects are amortised and written down. ​ ​The cost of development projects comprises costs such as salaries and amortisation that are directly and indirectly attributable to the development projects. ​ ​Indirect production costs in the form of indirectly attributable staff costs and amortisation of intangible assets and depreciation of property, plant and equipment used in the development process are recognised in cost based on time spent on each project. ​Completed development projects are amortised on a straight-line basis using their estimated useful lives which are determined based on a specific assessment of each development project. For development projects protected by intellectual property rights, the maximum period of amortisation is the remaining duration of the relevant rights. The amortisation periods used are 5 years. Intellectual property rights acquired are measured at cost less accumulated amortisation. Patents are amortised on a straight-line basis over their remaining duration, and licences are amortised over the term of the agreement.​ ​Intellectual property rights etc. are written down to the lower of recoverable amount and carrying amount.Property, plant and equipmentOther fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation. The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets:Useful life Other fixtures and fittings, tools and equipment3-5 yearsLeasehold improvements3-5 yearsEstimated useful lives and residual values are reassessed annually. Items of property, plant and equipment are written down to the lower of recoverable amount and carrying amount.Investments in group enterprisesInvestments in group enterprises are measured at cost. Investments are written down to the lower of recoverable amount and carrying amount.ReceivablesReceivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and doubtful debts.Deferred taxDeferred tax is recognised on all temporary differences between the carrying amount and the tax-based value of assets and liabilities, for which the tax-based value is calculated based on the planned use of each asset. Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets.PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at cost.CashCash comprises cash in hand and bank deposits.Treasury sharesAcquisition and selling prices and dividends for treasury shares are classified directly as equity under retained earnings. Gains and losses on sale are not recognised in the income statement. Capital reduction by cancellation of treasury shares reduces the contributed capital by an amount corresponding to the nominal value.Operating leasesLease payments on operating leases are recognised on a straight-line basis in the income statement over the term of the lease.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.Deferred incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income is measured at cost.2023-07-14Thomas Madsen-Mygdal