LIFELONG
LEARNING
FORALL
2022
GROUP ANNUAL REPORT 2022 2
INDEX
2022 IN REVIEW
THE KAHOOT! JOURNEY
INTRODUCTION AND
OVERVIEW
Our mission, our vision, our values
About Kahoot!
Our Brands
A globally loved brand
Lightspeed and LearnPlatform rankings
Market environment
Facts and figures
Commercial
Education
Clever
Consumer & Experience
Corporate governance report
Board of Directors report
Financial statements consolidated
Financial statements parent company
Auditor’s report
Responsibility statement
Stakeholder Impact Report
Timeline, story from founding to today High-level view of 2022 and look to the future
SUSTAINABILITY AND
SOCIAL
RESPONSIBILITY
LETTER FROM THE CEO
REPORTS AND
STATEMENTS
12
9
19
103
3
4
5
6
7
8
12
13
15
17
18
20
29
34
74
87
92
19
9 10
20
GROUP ANNUAL REPORT 2022 3
TO BUILD THE LEADING
LEARNING PLATFORM
IN THE WORLD
WE ARE PLAYFUL
WE ARE CURIOUS
WE ARE INCLUSIVE
TO MAKE LEARNING AWESOME
INTRODUCTION AND OVERVIEW
GROUP ANNUAL REPORT 2022 4
ABOUT
KAHOOT!
KAHOOT! IS A GLOBAL LEARNING AND AUDIENCE
ENGAGEMENT PLATFORM COMPANY THAT AIMS
TO EMPOWER EVERYONE, INCLUDING CHILDREN,
STUDENTS, AND EMPLOYEES, TO UNLOCK THEIR
FULL LEARNING POTENTIAL.
Driven by our values and our purpose, we are on a mission
to improve lifelong learning by building the leading
learning and engagement platform in the world.
Our learning platform makes it easy for any individual or
corporation to create, share, and host learning sessions
that drive compelling engagement. The Kahoot! Group also
includes Clever, the leading digital learning platform in US
K-12 - from kindergarten to 12th grade - together with the
learning apps DragonBox, Poio, Drops, Actimo, Motimate,
and Whiteboard.fi.
Today, Kahoot! is used in 97% of Fortune 500 companies, as
well as by over 8 million teachers and hundreds of millions of
students and invididuals worldwide. Through free and paid
premium plans, educators and learners of all ages create
interactive and engaging learning experiences, and discover
millions of ready-made learning sessions that can be hosted
in any context, in-person or virtually.
Since launching in 2013, Kahoot! has hosted hundreds of
millions of learning sessions with more than 9 billion non-
unique participants in 200 countries and regions. Kahoot!
currently serves over 1.3 million paying users. Kahoot! is
headquartered in Norway with offices in the US, the UK,
France, Finland, Estonia, Denmark, Poland and Spain. Kahoot!
is listed on the Oslo Stock Exchange under the ticker KAHOT.
Let’s play!
INTRODUCTION AND OVERVIEW
GROUP ANNUAL REPORT 2022 5
OUR
BRANDS
THE KAHOOT! GROUP CONSISTS
OF THE FOLLOWING BRANDS:
The Kahoot! brand represents the original Kahoot! platform
that is synonymous with learning and engagement, no
matter the subject, age, audience or context.
Organizations can connect and engage their work teams
with Actimo and Motimate, our employee engagement and
learning platforms.
Learners of all ages can make language learning natural with
immersive visuals and play through our Drops apps.
The Kahoot! DragonBox series of apps takes math learning
to a new level, while the Kahoot! Learn to Read by Poio
app
empowers children to learn to read through play.
Whiteboard.fi, the online whiteboard, provides powerful
learning tools for educators, teachers and classrooms
worldwide.
Clever is a single sign-on platform for teachers and students,
Clever brings students, educators, and learning applications
together in one friendly platform that helps secure and
simplify digital learning, helping to save valuable time in the
classroom so teachers and students can focus on taking
learning to the next level.
INTRODUCTION AND OVERVIEW
GROUP ANNUAL REPORT 2022 6
A POWERFUL
MOVEMENT OF
EDUCATORS AND
LEARNERS
At Kahoot!, we have always put our users at the center, with
a constant push for innovations, new features and improved
functionality that takes the experience to the next level. Since
launch, we have built a globally loved brand recognized as
synonymous with learning and engagement by learners of all
ages — in classrooms, board rooms and living rooms around
the world.
We’re proud and humbled to see the ever growing movement
of educators and learners engaging and connecting with
Kahoot!, unlocking the power of playful learning. Their passion
and advocacy is a defining feature of the Kahoot! brand and
contributes to the viral spread of our platform.
YPulse is a US-based intelligence agency focused on Gen
Z and Millennials, analyzing young consumers’ affinity for
brands across all industries. We’re pleased to see Kahoot!
ranked among the top 10 “coolest” brands both in Western
Europe and the US on Ypulse’s brand tracker in 2022.
Being named to Fast Company’s second annual “Brands
That Matter” list, recognizing companies and organizations
making a meaningful impact on the world as they connect
with and inspire their users, was another testament to the
unique relationship we have established to our users.
As we move forward on our strategic roadmap, the Kahoot!
Group is more committed than ever to leveraging our global
reach and connection to our users to make a positive impact
on learning and the world around us.
GROUP ANNUAL REPORT 2022 7
KAHOOT! & CLEVER:
AMONG THE MOST
USED LEARNING TOOLS
IN THE U.S.
At the Kahoot! Group, we share a passion for creating digital
learning experiences that are engaging, meaningful, intuitive
and safe. We are delighted to see that our solutions continue
to be among U.S. educators’ and students’ top go-to EdTech apps.
The 2022 EdTech App Report from Lightspeed Systems shows
Clever and Kahoot! as the 3rd and 4th most extensively used
EdTech apps in U.S. K-12 school districts, following Google
services. The report from Lightspeed System — an online
learning safety solutions provider for K-12 schools, from
kindergarten to 12th grade — is based on data from over 100
school districts across the U.S..
Additionally, Learn Platform’s EdTech Top 40: Fall 2022 Report
ranked Kahoot! at #3 and Clever at #6 among the most used
EdTech solutions by students and educators in the U.S., also
right after Google services.
INTRODUCTION AND OVERVIEW
GROUP ANNUAL REPORT 2022 8
MARKET
ENVIRONMENT
The market environment in 2022 was influenced by the
macroeconomic slowdown and the volatile geo-political
situation. International conflicts and the war in Ukraine,
accelerating energy prices and inflation, as well as concerns
about a looming recession, caused uncertainty in global markets
and disruptions to people’s everyday lives and well-being. As
a result the market saw more cautious decision-making and
longer sales cycles, affecting many industries and companies,
including Kahoot!, particularly towards the end of 2022.
Still, the fundamental and longer-term development trends
remain the same. The necessity of lifelong learning grows in
the face of unrelenting demand for upskilling and reskilling,
putting tertiary education on the cusp of significant
transformation. The adoption of digital tools continued both
in the educational and corporate sector, with our user base
finding ever new ways to engage their audience both in-
presence, virtual or hybrid.
Leaving the pandemic behind, we saw a normalization in free
social use of the platform, particularly in single-player usage
vs live multiplayer sessions. More importantly however, we
continued to see commercial momentum driven by growth
in engagement, conversion and sales to professional users,
especially corporations.
INTRODUCTION AND OVERVIEW
GROUP ANNUAL REPORT 2022 9
2013 2014 2015 2016 2017 2018 2019
1 billion
2 billion
3 billion
4 billion
9 billion
7 billion
2021 20222020
Kahoot! was founded in 2012 by Morten
Versvik, Johan Brand, and Jamie Brooker
who, in a joint project with the Norwegian
University of Science and Technology
(NTNU), teamed up with Professor Alf
Inge Wang, and were later joined by
entrepreneur Åsmund Furuseth.
The Kahoot! beta used technology based on
Kahoot! co-founder Morten Versvik’s research for
his Master’s thesis at NTNU, and was launched
at SXSW EDU in March 2013 before officially
launching in September 2013. The next five
years saw Kahoot! on a rapid growth trajectory,
focused on the U.S. K-12 education market,
catalyzed by Kahoot!’s viral growth model.
In 2018, we launched our first commercial
versions of Kahoot! for school and business users,
as well as the Kahoot! app for iOS and Android.
Since then, the Kahoot! Group has expanded
with the acquisition of seven companies,
including Clever, one of the most widely-used
digital learning platforms in U.S. schools.
Kahoot! is now a trusted destination for
supporting lifelong learning and engagement,
used by businesses, schools and families around
the world to connect and energize audiences
and bring joy to learning for all ages.
Kahoot! began trading on the Oslo Stock
Exchange main list on March 18, 2021, after being
listed on Euronext Growth on October 10, 2019.
THE KAHOOT!
JOURNEY
Scalable platform
Commercial launch
Kahoot! the quiz
2013-17
2018-21
2022→
THE KAHOOT! JOURNEY
DEVELOPMENT OF
CUMULATIVE NON UNIQUE
PLAYERS SINCE LAUNCH
GROUP ANNUAL REPORT 2022 10
LETTER
FROM
THE
CEO
2022 saw a macroeconomic slowdown, in part caused by
an energy crisis and fast-growing inflation, a volatile geo-
political situation and a devastating war in Ukraine. The year
came with grave difficulties for families and individuals,
schools, organizations and corporations, alike.
However, digitalization across sectors continues, and the
need for lifelong learning remains strong. Companies
are investing in reskilling and upskilling while striving to
find new ways to engage their employees, teachers are
leveraging technology to improve learning outcomes, and
learners of all ages are seeking engaging ways to expand
their knowledge and connect with each other. This strong
demand across user segments drove high activity levels on
our platforms throughout the year. The core Kahoot! service
in 2022 reached the milestone of more than 9 billion non-
unique participants since launch, with hundreds of millions
of kahoot sessions hosted in the last 12 months in over 200
countries and regions.
The Kahoot! Group once again delivered solid financial
performance with double digit growth in billings and
improved profitability. Continuous innovation in product
development and integration of acquired solutions enabled
us to deliver a more robust and holistic offering to our
customers. This translated into continued conversion to paid
usage of our existing, large global user base, particularly in
the professional segment, as well as enabling expansion into
larger accounts.
INNOVATION AND PRODUCT DEVELOPMENT
Constant innovation and development is central to the
Kahoot! identity. 2022 was no different, as we launched a
range of new features and solutions for all our user groups.
We introduced even more ways to get creative, to customize
and to add engagement to Kahoot! sessions, including
Themes and Kahoot! characters. We also released new
game modes that empower student-centered and student-
led learning through pedagogically-based playful learning
experiences.
To create more integrated, seamless and engaging digital
experiences for users, we expanded our strategic partnerships
and collaborations with services like Microsoft Teams, Apple
Shareplay, Zoom, Vimeo, Google Classroom and Google
Meet.
A ROBUST AND HOLISTIC OFFERING
Over the past years, Kahoot! has made several strategic
acquisitions, and we continue to integrate our acquired
brands and solutions into comprehensive offerings for users
across all segments. Evolving from a popular quiz platform,
the Kahoot! Group now holds a multifaceted portfolio of
learning and engagement offerings across three synergetic
business categories: Commercial, Education and Consumer &
Experience — all with different user bases and opportunities
ahead.
Actimo and Motimate complement our core offering of
Kahoot! 360, providing businesses with next-level employee
engagement and learning experiences. At the same time,
we are growing Kahoot!’s already strong presence in U.S.
DEAR
SHAREHOLDERS,
LETTER FROM THE CEO
GROUP ANNUAL REPORT 2022 11
education by strengthening synergies with Clever, while
expanding Clever internationally, starting with Canada.
We also continued to develop our content offerings, growing
our vast library of high quality, interactive learning content on
Kahoot! Academy — our global community and knowledge
platform. This is enabling brands and organizations to reach
millions of learners worldwide, while connecting our users to
learning content that takes engagement to the next level.
Kahoot! Marketplace,
an emerging global digital marketplace
for learning resources on Kahoot!, opened in early access
release in 2022, and now hosts thousands of high-quality
learning resources on a wide range of topics for all ages.
As the creator economy continues to grow, our further
development of Marketplace will make it easier than ever for
learning content creators to join the creator economy
and
share their knowledge with Kahoot!’s millions of users worldwide.
ACCELERATED GLOBAL ADOPTION THROUGH
LOCALIZATION
Kahoot! is a global cultural and learning phenomenon, and
adoption has grown virally across geographies and markets
for years even without language localization. However, we
believe that localizing in key languages can support an even
deeper penetration in a number of markets.
We propelled our localization efforts further in 2022 by
adding support for Korean, Ukrainian, simplified and
traditional Chinese, Arabic and Swedish, ending the year with
a total of 17 supported languages. This has made learning
with Kahoot! more accessible for millions around the world,
as well
as serving as a foundation for accelerated adoption in
those regions.
RISING TO THE CHALLENGE TOGETHER
As a mission-driven company, we in the Kahoot! Group
believes in the power of knowledge and learning, and are
committed to ensuring inclusive and equitable quality
education and promoting lifelong learning opportunities for all.
In response to the global teacher shortage caused by the
pandemic, we began 2022 by launching the Kahoot! EDU
Support Program, offering free site licenses for all staff
members in any school or district. This provided schools with
a way to quickly onboard new teachers, connect teachers
with time-saving learning content and creation tools and
help staff collaborate and share resources.
We also responded to the critical need to ensure that
students in Ukraine could continue learning by offering free
Kahoot! EDU licenses to teachers and schools in the country.
At the same time, we added Ukrainian language support on
Kahoot! and released new content to help learners all over
the
world discover more about the history, people and culture of
Ukraine.
We were also honored to be chosen to participate in the
LEGO Foundation’s first Play for All Accelerator to support
neurodivergent learners by making playful learning more
inclusive for all.
MAKING LEARNING AWESOME IN 2023 AND
BEYOND
2022 indeed brought the world many challenges, but I’m
proud of everything we have achieved together under such
demanding circumstances, investing in future growth to
bring learning to life for all ages worldwide. It’s an honor to
be part of a team that is truly passionate about the power of
learning and applies their talent and hard work to our mission
every day.
As we gear up to celebrate Kahoot!´s 10th anniversary in 2023,
the group is positioned at the intersection of demand for
interactive digital learning and audience engagement across
our key verticals and business areas. I’m excited to continue
working closely with our K!rew members throughout the
group, as well as our strategic partners and other stakeholders
to deliver even more innovative solutions for learning,
connection and engagement.
Sincerely,
Eilert Giertsen Hanoa
CEO
LETTER FROM THE CEO
GROUP ANNUAL REPORT 2022 12
2022 IN
REVIEW
9B
1.3M+ ~26M
200
~1.7B
$169M
100M+
8M+
NON-UNIQUE
PARTICIPANTS ON THE
KAHOOT! PLATFORM
SINCE 2013
PAID SUBSCRIPTIONS ACTIVE ACCOUNTS ON
THE KAHOOT! PLATFORM
IN 2022
COUNTRIES AND
REGIONS
NON-UNIQUE
PARTICIPANTS ON THE
KAHOOT! PLATFORM IN
2022
INVOICED REVENUE
(BILLINGS) FOR 2022
USER-GENERATED
KAHOOTS
EDUCATORS ACTIVE ON
THE KAHOOT! PLATFORM
IN 2022
FACTS AND
FIGURES
2022 IN REVIEW
OUR GLOBAL OFFICES
GROUP ANNUAL REPORT 2022 13
COMMERCIAL
ENGAGING, ENERGIZING AND CONNECTING EVERY EMPLOYEE
Kahoot! delivers award-winning solutions
for employee engagement, corporate
training and learning and company culture
building to thousands of businesses globally,
including 97% of Fortune 500 companies.
2022 was marked by strong and steady
growth in adoption among large teams and
organizations, ending 2022 with 580,000
paid subscriptions in the Commercial
customer category.
Building on our product-led strategy,
we continued to expand and strengthen
our offerings for businesses, including
more deeply integrating our employee
engagement app, Actimo, and our mobile
learning app, Motimate, to deliver a more
holistic experience for corporate teams.
Subscribers of all Kahoot! 360 plans have
enjoyed more immersive experiences with
the new Kahoot! Themes feature, while
premium and enterprise users are now able
to customize or create their own theme that
reflects their company’s brand identity and
helps engage employees, clients, partners
and more in meetings. Development of
Kahoot! Courses has likewise enabled
business users to create comprehensive
learning experiences on Kahoot!, keeping
participants engaged from beginning to end
while fostering deeper learning.
To help supercharge engagement in virtual
meetings even further, we have also teamed
up with Zoom once again. Kahoot! is now
featured as part of Zoom curated Essential
Apps, enabling users to make Zoom
Meetings more engaging, interactive and
productive with Kahoot! in a single click.
Alongside our product innovations, Kahoot!
has also been amplified as a source of
thought leadership, particularly with the
release of Kahoot!’s 2022 Workplace Culture
Report. This report offered key insights
into the state of employee engagement
and learning, including uncovering the
“quiet constraint” workplace trend, in which
employees report holding back from sharing
knowledge with co-workers. This trend has
since started conversations in FOX Business,
Business Insider, People Management,
HR.com and across social media, highlighting
the importance of a proactive strategy for
encouraging employee knowledge sharing
and collaborative learning.
The workplace is evolving faster than ever,
particularly as Gen Z becomes a greater share
of the workforce and companies establish
long-term plans for hybrid and remote work.
With a diverse portfolio of solutions, features
and offerings that help employees thrive and
businesses succeed, the Kahoot! Group’s
Commercial segment is optimally positioned
to support all employees and teams as we
meet the future of work.
For more information and customer
references, see kahoot.com/business
97%580K
OF THE FORTUNE 500
AREUSING KAHOOT!
PAID SUBSCRIPTIONS
(COMMERCIAL CATEGORY)
“We need new, more varied forms of entertainment and
Kahoot! has a part to play in making sure we keep up with
expectations in terms of both quality and technology.”
BERNAT QUETGLAS & SANDRA MÜLLER ROMERO
MEMBERS OF THE ENTERTAINMENT TEAM AT RIU HOTELS & RESORTS
“Kahoot! is a key component in our learning culture. It allows
us to create an interactive atmosphere in which we keep
learners engaged and achieve our learning objectives.”
ANAGABRIELA AGUILAR,
LEARNING AND DEVELOPMENT PMO, CAPGEMINI BUSINESS SERVICES
GROUP ANNUAL REPORT 2022
2022 IN REVIEW
GROUP ANNUAL REPORT 2022 14
2022 IN REVIEW
UPSKILLING OVER 20,000
SALESPEOPLE WITH KAHOOT!
CASE STUDY
Companies across industries and geographies are facing
a dire need to upskill and reskill their employees to meet
market demands.
Coppel, a Mexican retailer, turned to Kahoot! for support,
as
they introduced Kahoot! tournaments to their training strategy.
“We had already been using Kahoot! for remote training,
knowledge checks and to engage employees, and realized a
great potential to apply the platform at an enterprise level”,
explains Carmen Salcido, Project leader at Coppel.
By introducing nationwide Kahoot! tournaments using
Kahoot! 360 Spirit, Coppel found a highly engaging way to
train over 20.000 salespeople, assessing and building
skills on
products, campaigns and other business critical topics.
“Using Kahoot! in this way allows us to improve faster. After
analyzing the tournament results, we can develop and improve
communication material regarding specific topics to provide
personalized feedback to the different sales regions. Our
regional operations teams are now more engaged in the
training and receive accurate and tailored feedback”, says
Carmen.
The tangible business benefits for Coppel are clear:
information retention improves, and deep product
understanding is solidified, while knowledge gaps can be
addressed both quickly and effectively due to the ease of
disseminating kahoots at scale. This has resulted in better-
informed sales teams, and ultimately, a better customer
experience. But it doesn’t end there.
“Our proud culture of employee recognition is really
amplified through our Kahoot! tournaments,” Carmen
shares. “We’re always looking for ways to promote a culture
that recognizes employees for their effort and participation,
and the recognition employees get from winning a
Kahoot! tournament is something unique in terms of the
acknowledgement they receive from colleagues.”
8M+10K+
ACTIVE TEACHERS ON THE
KAHOOT! PLATFORM IN
2022
EDUCATIONAL
INSTITUTIONS DEPLOYING
MULTI-USER KAHOOT!
TEACHER LICENSES
GROUP ANNUAL REPORT 2022 15
EDUCATION
POWERING UP STUDENT ENGAGEMENT IN THE CLASSROOM
AND BEYOND
“I believe that the biggest gift you can give teachers now is
the gift of time, and with Kahoot! I really feel that they are
getting their time back, because of the amount of content
that is already available in those ready-made and easily
adaptable resources.”
LAUREN RICHARDSON,
INNOVATIVE TEACHING AND LEARNING COACH AT INDIAN HILL SCHOOL DISTRICT,
INDIAN HILL, OHIO
With over 8 million educators active on the
core Kahoot! platform in 2022 and more than
10,000 Kahoot! EDU site licenses deployed
by schools, school districts, universities
and other educational institutions globally,
Kahoot!
has continued its position as a leader in
digital learning at school, reaching 435,000
paid subscriptions at the end of 2022.
2022 was a challenging year for educators,
administrators and students alike. Learning
loss due to the pandemic and a global
teacher shortage created greater demand
for teachers with limited time and resources.
In response, we continued to expand our
offerings for schools through new products
and features, as well as special initiatives such
as the Kahoot! EDU Support Program and
Support Ukraine campaign — providing free
Kahoot! site licenses for schools impacted
by
the global teacher shortage or war in Ukraine.
Last year, we introduced a brand new way to
experience Kahoot! with our game modes;
Color kingdom, Treasure trove, Submarine
squad and Chill art, and customizable
Kahoot! characters to create more
personalized experiences. Our new Kahoot!
student passes are taking students from
Kahoot! players to Kahoot! creators, and our
integrations with Google Classroom, Apple
Schoolwork and Microsoft Teams are
making playful learning with Kahoot! more
engaging and seamless.
We were also honored to be chosen to
participate in the LEGO Foundation’s
first Play for All Accelerator to support
neurodivergent learners. Then, to kick off the
Back to School season, we hosted thousands
of educators at the 2022 virtual Kahoot! EDU
Summit, connecting them with resources,
knowledge and an incredible global
community of educators.
Alongside Clever, Kahoot! rose to #3 on
LearnPlatform’s EdTech Top 40 Fall 2022
Report and #4 on the Lightspeed System’s
2022 Edtech App Report of most used
EdTech products in U.S. K-12 school districts.
For more information and customer
references, see kahoot.com/schools
GROUP ANNUAL REPORT 2022
2022 IN REVIEW
2022 IN REVIEW
GROUP ANNUAL REPORT 2022 16
HELPING TEACHERS SAVE TIME,
INCREASE COLLABORATION
AND SPARK INNOVATION WITH
KAHOOT! EDU
CASE STUDY
To support teachers making learning more engaging after
a tiring pandemic, school districts across the United States
and beyond are turning to digital platforms. However, finding
the right technology is not easy, and becomes even more
complex with limited time to learn how to use new tools.
“Kahoot! has been around long enough that it is familiar to
teachers and students alike but has transformed over time to
meet the needs of creating dynamic classroom experiences,”
says Lauren Richardson and Ashley Morrison, both Innovative
Teaching and Learning Coaches at Indian Hill School District,
Ohio.
Thanks to the free availability of the Kahoot! EDU Support
Program, Lauren and Ashley were able to deliver Kahoot!
solutions to more than 100 teachers in the district last year.
Soon, more than 40% of the district’s teachers were fully
using Kahoot! for their lessons.
The result was not only more engaged classes and students:
“Teachers were blown away by the amount of high-quality,
ready-to-use content on the Kahoot! platform. Also, teachers
have become more willing to try new things with Kahoot!,
using the collaborative opportunities that the platform offers.
For us as admins, we are now able to see automatically who is
using the tool and how many times they have been using it,
which makes our job more efficient,” they explain.
2022 IN REVIEW
GROUP ANNUAL REPORT 2022 17
UNLOCK A WORLD OF DIGITAL LEARNING INSTANTLY WITH CLEVER
“Since we implemented Clever, we’ve seen a decrease in the
level of effort to implement new educational applications,
allowing teachers greater access to educational tools
in their classroom. Teachers now have greater flexibility
and autonomy in using the right tools to drive academic
performance while having access to the correct student data.”
TIM LEDDY, SENIOR PRODUCT MANAGER, DENVER PUBLIC SCHOOLS
“When we review big purchases, integrating with Clever
is absolutely a question we ask software companies every
single time. Single sign-on and easy account setup are now a
big part of our decision-making.”
JOSH SHAW, BALTIMORE PUBLIC SCHOOLS
A single sign-on platform for teachers and
students, Clever brings students, educators,
and learning applications together in one
friendly platform that helps secure and
simplify digital learning, helping to save
valuable time in the classroom so teachers
and students can focus on taking learning to
the next level.
Clever has seen steady growth in adoption
in the first half of the 22-23 school year.
Approximately 95,000, or 75% of U.S. K-12
schools now use the single sign-on platform,
making it one of the most widely used digital
learning platforms in U.S. schools. Clever also
began its international expansion, now
available to schools across Canada.
Throughout 2022, Clever continued adding
new rostering partners, growing to a total
of 890+ partners and 590+ paid EdTech
developers on the platform, now including
apps from McGraw Hill, Imagine Language
& Literacy, Google Classroom, BrainPOP, and
many more.
Clever is committed to providing the
critical infrastructure necessary to enable
seamless, secure learning environments so
educators can focus on what they do best.
After announcing its expanded identity
management solution, Clever IDM, the
offering won a Top Ed Tech Product Award
from District Administration in 2022.
Going forward, Clever and Kahoot! will
continue to leverage synergies, including
opportunities for Kahoot! to expand its
already sizable presence across K-12 schools
in the U.S. and Canada, as well as for Clever to
leverage Kahoot!’s global viral footprint as it
continues to expand internationally.
For more information and customer
references, visit Clever.com
24M ~75%
MONTHLY ACTIVE
STUDENTS
OF U.S. K-12 SCHOOLS
USE CLEVER
GROUP ANNUAL REPORT 2022
2022 IN REVIEW
GROUP ANNUAL REPORT 2022 18
CONSUMER &
EXPERIENCE
BRINGING ENGAGEMENT TO SOCIAL LEARNING AND ENABLING
A GLOBAL COMMUNITY AND MARKETPLACE FOR CREATORS AND
LEARNERS
“With educational content geared to a wide range of ages,
Kahoot! relies on kids’ competitive nature to make the
learning fun. Interactive game shows, videoconferencing with
other players and games that tune themselves to your kid’s
pace go a long way toward making the lessons stick.”
CHRISTINA VERCELLETTO
CONTRIBUTOR, CNN
“The reach with Kahoot! is amazing. It is truly terrific to have
this platform where we can reach millions, both within the U.S.
as well as around the world.”
STEPHANIE PFIRMAN FOUNDATION PROFESSOR
SENIOR GLOBAL FUTURES SCIENTIST, ARIZONA STATE UNIVERSITY
With hundreds of millions playing
participants (non-unique) in the last 12
months, Kahoot! has continued to be a
favorite way for families and friends, students
and kids to connect through playful learning,
reaching 295,000 paid subscriptions at the
end of 2022.
To support global adoption, we added
Korean, Ukrainian, Simplified and Traditional
Chinese, Arabic and Swedish to Kahoot!’s
growing list of supported languages and
localized content
in 2022, now supporting
17
languages in total.
We also enriched our offerings for families
by launching a new math app, Kahoot!
Multiplication by DragonBox, as well
as adding our kid-friendly Kahoot! Kids
experience to the Kahoot! app for Android,
and integrating with Google Meet’s live
sharing feature.
Another key strategic initiative of 2022 was
to expand Kahoot!’s offering of high quality
learning content. This includes Kahoot!
Academy, our global community, knowledge
platform and marketplace for all creators,
learners and learning providers, enabling
anyone to access high quality learning
content from trusted content creators.
In 2022, over 300 million participants
(non-unique) worldwide engaged with
ready-made learning resources from verified
content creators such as educators and
brands, including Disney, NASA, Microsoft,
Minecraft Education and many others. We
launched new collections throughout the
year, including from Marvel, Star Wars™,
Amazon Future Engineer, the World Health
Organization and more.
Following the 2021 launch of Kahoot!+
AccessPass — our first all-access subscription
service for premium content — we released
Kahoot!+ AccessPass in Spanish and
launched our Kahoot! Marketplace in early
access. Kahoot!’s new marketplace enables
verified creators and brands to share and
offer their high-quality learning content for
sale, directly on the Kahoot! platforms and
apps, and now hosts thousands of interactive
learning resources.
For more information and customer
references, go to kahoot.com/home
300M+
PARTICIPANTS (NON-UNIQUE)
ENGAGED THROUGH READY-TO-
USE CONTENT FROM KAHOOT!
ACADEMY IN 2022
100M+
LEARNING SESSIONS
HOSTED BY PARENTS,
STUDENTS AND INVIDUALS
IN 2022
GROUP ANNUAL REPORT 2022
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
GROUP ANNUAL REPORT 2022 19
SUSTAINABILITY AND
SOCIAL RESPONSIBILITY
WE BELIEVE ENGAGING LEARNING IS THE KEY TO DEVELOPMENT AND EMPOWERMENT AT SCHOOL,
AT HOME AND AT WORK. KAHOOT!’S FOCUS AS A COMPANY IS TO OPERATE IN A SUSTAINABLE WAY,
IN ALIGNMENT WITH THE UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS.
At Kahoot!, our mission to make learning awesome is more
than just a tagline to us. It’s an idea we live and breathe,
because our team truly believes in the power of innovative
technology to help everyone unlock their learning potential.
This creates the foundation for every new product, feature
and initiative we launch.
With millions of users across every demographic, learning
context and geography, we feel honored to empower
educators and learners of all ages with the resources and
tools to create magical learning experiences. We likewise
appreciate the responsibilities that come with our large
global reach across schools, workplaces, homes and beyond.
In 2023 and the years to come, we will remain committed to
advancing in particular SDG4 by supporting educators and
lifelong learners, developing new and impactful solutions
that are grounded in pedagogy, as well as continuing to offer
even greater accessibility and inclusivity across languages,
learning styles and use cases.
Read more about how Kahoot! is making a difference by
supporting lifelong learning for all in our Stakeholder Impact
Report, in accordance with reporting requirements.
GROUP ANNUAL REPORT 2022 20
CORPORATE
GOVERNANCE
REPORT
CORPORATE GOVERNANCE REPORT
INTRODUCTION
Kahoot! ASA (“Kahoot!” or the “Company”, and together with
its direct and indirect subsidiaries, the “Group”) is a public
limited liability company established under Norwegian law.
Kahoot! is subject to specific rules and regulations in the
countries where the Group conducts business. Kahoot! was
admitted to trading on Oslo Stock Exchange on 18 March
2021. As an issuer of shares, Kahoot! complies with and
operates in accordance with rules governing the Norwegian
stock exchange, including the at any time applicable rules
on Continuing Obligations of Listed Companies as approved
by Oslo Børs ASA, with reference to the Norwegian Code
of Practice for Corporate Governance (the “Code”) in its
latest edition of 14 October 2021, issued by the Norwegian
Corporate Governance Board. The Code is available at
http://www.nues.no/. This corporate governance report (the
“Report”) follows the system used in the Code.
The corporate governance principles and practices as
required by section 3-3b of the Norwegian Accounting Act
and the details of how Kahoot! complies with the Code are
accounted for in this Corporate Governance Report.
The Articles of Association do not contain provisions
that deviate from Chapter 4 and 5 of the Norwegian
Public Limited Liability Companies Act. The information
requirements in the Norwegian Accounting Act are
integrated into the statement below where appropriate. This
also applies to information about shareholder matters.
This report on corporate governance for 2022 was approved
by the board of directors of Kahoot! on 19 April 2023.
GROUP ANNUAL REPORT 2022 21
CORPORATE GOVERNANCE REPORT
1. IMPLEMENTATION AND REPORTING ON
CORPORATE GOVERNANCE
Kahoot!’s corporate governance policy is based on the Code,
and as such designed to establish a basis for good corporate
governance to support achievement of the Company’s
core objectives on behalf of its shareholders, including the
achievement of sustainable profitability.
By pursuing the principles of corporate governance, the
board of directors and management contributes to achieving
open communication, equal rights for all shareholders and
good control and corporate governance mechanisms. The
board of directors assesses and discusses Kahoot!’s corporate
governance policy on a yearly basis.
Kahoot! aspire to comply with the recommendations of the
Code. If the Code is deviated from, the deviation is described
and explained in the relevant section of this statement.
Deviations from the Code: No deviations from the Code.
2. BUSINESS
Kahoot!’s articles of association are available on Kahoot!’s
website (https://kahoot.com/investor/resources/). Kahoot!’s
business scope is clearly described in section 3 of the articles
of association which sets clear limits for its content:
The company will offer technology and other concepts
applicable to an educational environment, as well as any
other activity naturally associated with these objectives.
Kahoot! is a global educational technology (EdTech) and
enterprise software as a service (SaaS) company that
develops a digital learning and engagement platform (the
“Kahoot! platform”). The Group has a comprehensive offering
of engaging tools for all kinds of learning and audience
interaction that is used in schools and universities as well as
in business and in any social and learning context, whether in
person or virtually.
Kahoot!’s mission is to make learning awesome and Kahoot!’s
vision is to become the world’s leading learning platform.
The Group’s strategic focus is to continuously improve the
value proposition within its product offerings and accelerate
user growth, engagement and number of paid subscriptions.
The Group pursues both an organic and a non-organic route
to
develop a steadily more comprehensive and synergetic
offering of products and tools to all users of the Kahoot! platform.
To support its strategic goals Kahoot! will focus on
product development, operational excellence, and people
development initiatives. These initiatives are seen as crucial
parts of the Group’s strategy to secure profitable and
sustainable growth. More details on the main risks and risk
management principles are presented in the annual report,
see also section 9 below.
Furthermore, sustainability and environmental, social,
and governmental (“ESG”) initiatives is central in Kahoot!’s
business strategy. Kahoot! believes that engaging learning
is the key to development and empowerment on an
individual and group or team level, at school, at home and
at work. Kahoot! focusses on operating in a sustainable
way, in alignment with the United Nations Sustainable
Development Goals and aims at having a positive impact on
learning around the world. Furthermore, Kahoot! believes
that learning should include everyone, and Kahoot! works
to eliminate barriers to education. Kahoot! therefore foster
partnerships with organisations and institutions that both
share its vision for positive social impact and which have
important content to offer the youth audience – our future
game-changers. Partnerships include organizations as the
United Nations, UNICEF, Common Sense Education, Amnesty
International, the National Institutes of Health, the Marine
Stewardship Council, and many more are examples of our
strong shared commitment to this vision.
Kahoot! has implemented guidelines and procedures
in accordance with section 3-3c of the Accounting Act,
including a code of conduct and policy on anticorruption
which are made available on the Kahoot! Trust webpage.
Kahoot!’s Stakeholder Impact Report is provided on the
Company’s webpage.
Kahoot!’s objectives, strategy and financial targets are
evaluated by the board of directors on an annual basis in
connection with the annual risk assessment.
Kahoot! has developed guidelines to help maintain decent
working conditions and prevent violation of human rights in
accordance with the Act relating to enterprises’ transparency
and work on fundamental human rights and decent working
conditions. Further, by way of due diligence in accordance
with the OECD guidelines for multinational enterprises,
Kahoot! identifies risks for adverse impact, implements measures,
monitors and communicates with stakeholders to ensure respect
for human rights and decent working conditions.
The board also reviews the Group’s performance in ESG and
evaluates the risk profile and make assessments of these
processes.
Deviations from the Code: No deviations from the Code.
3. EQUITY AND DIVIDENDS
Equity
As of 31 December 2022, the Group’s equity was USD 608
million, which is equivalent to 77% of total assets and the
share capital of Kahoot! amounted to NOK 49,283,604.90
divided into 492,836,049 shares, each with a nominal value
of NOK 0.10. The Group did not have interest bearing debt.
The board of directors considers that the Group has a capital
GROUP ANNUAL REPORT 2022 22
structure that is appropriate for its objectives, strategy, and
risk profile.
Dividends
The Company is in a growth phase and is not planning to
pay any dividends for the next few years. The Company has
not paid any dividends during the financial years ended 31
December 2019, 2020, 2021 and 2022. In deciding whether to
propose a dividend and in determining the dividend amount,
the Board will comply with the legal restrictions set out in the
Norwegian Public Limited Liability Companies Act and take
into account the Company’s capital requirements, including
capital expenditure requirements, the Company’s financial
condition, general business conditions and any restrictions
that its contractual arrangements in place at the time of the
dividend may place on its ability to pay dividend and the
maintenance of appropriate financial flexibility.
The board of directors has not been granted any
authorisation to approve distribution of dividends.
Board authorisations
At the annual general meeting on 27 May 2022, the board of
directors was granted the following authorisations:
(i) In order for the board of directors to be able to resolve
the issuance of new shares in connection with mergers and
acquisitions, and to raise new equity, the board of directors
was granted an authorisation to increase the share capital
with an amount up to NOK 4,500,000 corresponding to
9.1% of the then current share capital. The authorisation
covered share capital increases against contribution in kind
and share capital increase in connections with mergers.
The shareholders’ preferential rights to new shares could be
deviated from. This authorisation is valid until the earlier of
the annual general meeting in 2023 and 30 June 2023.
(ii) The board of directors was granted an authorisation to
increase the share capital up to NOK 4,500,000 to be used
in connection with the issuance of new shares under the
company’s option and equity incentive rights program. The
shareholders’ preferential rights to new shares could be
deviated from. The authorisation is valid until the earlier of the
annual general meeting in 2023 and 30 June 2023.
(iii) The board of directors was granted an authorisation to
acquire shares in the Company with a nominal value of up
to NOK 1,500,000, corresponding to approx. 3% of the then
current share capital. This authorisation can be used to fulfil
the Company’s obligations in connection with acquisitions,
incentive arrangements for employees, fulfilment of earn-out
arrangements, be sold to strengthen the Company’s equity
or be deleted. This authorisation is valid until the earlier of the
annual general meeting in 2023 and 30 June 2023.
Deviations from the Code: Pursuant to the Code,
authorisations to be granted to the board of directors shall
be intended for a defined purpose and should be limited in
time to no later than the date of the next general meeting.
The board of directors’ authorisation to increase the share
capital with an amount up to NOK 4,500,000 can be used
for several purposes. Kahoot! believes that this authorisation
is important in order to allow the board of directors, in
the interest of time, to act quickly in connection with a
transaction or other corporate events where it is in the
shareholders and Kahoot!’s interest to increase the share
capital. The authorisation has been used in connection
with issuance of consideration shares in connection to the
Group’s acquisitions made in prior years.
4. EQUAL TREATMENT OF SHAREHOLDERS
AND TRANSACTIONS
All shareholders shall be treated on an equal basis unless
there is just cause for treating them differently.
In the event of share capital increases through the issue
of new shares, deviations from the existing shareholders’
pre-emptive rights have been, and will continue to be,
publicly disclosed in a stock exchange announcement
issued in connection with the share issuance. In 2022, certain
share issuances were made to meet its obligations to pay
consideration shares in connection with its acquisitions
and employee share incentive program, where existing
shareholders’ pre-emptive rights were waived. Kahoot! did
not carry out any transactions in its own share in the financial
year ended 31 December 2022.
Deviations from the Code: No deviations from the Code.
5. FREELY NEGOTIABLE SHARES
The shares in Kahoot! are freely negotiable and there are no
restrictions on any party’s ability to own, trade or vote for the
share in Kahoot!. There are no general restrictions on the
purchase or sale of shares by members of the Company’s
management and board members as long as they comply
with the regulations on insider trading in applicable law.
In connection with the Kahoot! Group’s acquisitions, a part
of the consideration paid by the Company was settled by
issuance of shares in Kahoot!. In this respect, the previous
owners of these companies, which are existing shareholders
of Kahoot!, have undertaken lock-up commitments in favour
of Kahoot! that prevents these shareholders from carrying out
a sale of the shares held by the respective shareholders. Any
such lock-up arrangements have been publicly disclosed in
CORPORATE GOVERNANCE REPORT
GROUP ANNUAL REPORT 2022 23
stock exchange announcements. Kahoot! has only one class
of shares. Each share grants the holder one vote and there
are no structures granting disproportionate voting rights.
Deviations from the Code: No deviations from the Code.
6. GENERAL MEETINGS
The board of directors will ensure that as many of the
Company’s shareholders as possible can participate in the
general meeting. The Covid-19 pandemic has necessitated
electronic solutions due to restrictions on meetings and
physical presence. In 2022, Kahoot! arranged for webcast
solution for all participants attending the general meeting.
The annual general meeting will take place on 30 May 2023
as published in the financial calendar via Oslo Børs and in the
investor relations section of Kahoot!’s website.
The board of directors will further ensure that:
▶ notices for the general meetings are sent to all shareholders
individually, or to their depository banks, at least 21 days in
advance, that all matters to be considered by the meeting are
specified and that relevant documents are made available on
the Company’s website;
▶ the resolutions and any supporting documentation are
sufficiently detailed, comprehensive and specific, allowing
shareholders to understand and form a view on all matters to
be considered at the general meeting;
▶ the CEO, the chair of the board of directors and the chair
of the nomination committee are present at the general
meeting; and
▶ the general meeting is able to elect an independent chair
for the general meeting.
The articles of association of Kahoot! does not provide for
any deadline for the shareholders to give notice of their
attendance at the general meeting. However, the articles of
association give the board of directors the right to determine
that shareholders who wish to participate in the general
meeting must notify the Company of their attendance within
a predetermined deadline (the deadline shall not
expire earlier
than three days prior to the date of the general meeting).
Shareholders who are unable to participate in the general
meeting will be given the opportunity to vote by proxy
or through written voting in a period prior to the general
meeting. The Company will in this respect provide
information on the procedure and prepare a proxy form/
written voting form. The Company will nominate a person to
act as proxy.
All board members and members of the nomination
committee are encouraged, but not obliged, to be present at
the annual general meeting. Kahoot! has chosen not to follow
the recommendation to vote separately on each candidate
nominated for the board of directors and the nomination
committee. The process of the nomination committee is
focused on the combined qualification and experience
of the proposed members to the board of directors and
the nomination committee was therefore carried out as a
combined vote.
At the annual general meeting in 2023, the election of board
members will not be carried out as a combined vote, and
the shareholders of Kahoot! will be able to vote separately on
each nominated candidate to the board of directors.
Deviations from the code: Voting on members to the board
of directors and the nomination committee took place as
a combined vote on the annual general meeting in 2022.
Pursuant to the Code, the board of directors should ensure
that all board members attend the general meeting.
Kahoot! does not require all board members to attend,
however, in accordance with the Norwegian Public Limited
Liability Companies Act, Kahoot! requires the CEO, the chair
of the board of directors and the chair of the nomination
committee to attend the general meeting.
7. NOMINATION COMMITTEE
According to section 8 of Kahoot!’s articles of association,
the Company shall have a nomination committee consisting
of two or three members in accordance with the decision
of the general meeting. The members of the nomination
committee are elected by the general meeting. The general
meeting has also approved guidelines for the duties of
the nomination committee, elected the chairperson and
determined the remuneration of the members of the
committee. The nomination committee comprises the
following members, both of whom were elected on the
annual general meeting held 8 June 2021:
▶ Harald Arnet / Chair / Elected in 2021 for the period until the
annual general meeting in 2023; and
▶ Fredrik Cassel / Committee member / Elected in 2021 for
the period until the annual general meeting in 2023.
The members of the nomination committee have been
elected to take into account the interests of shareholders
in general. The members are independent of the executive
management.
The nomination committee shall make recommendations
to the general meeting for the election of shareholder
elected board members and members of the nomination
committee, and the remuneration of the board of directors
and the nomination committee. When nominating
shareholder representatives to the board of directors, the
CORPORATE GOVERNANCE REPORT
GROUP ANNUAL REPORT 2022 24
nomination committee presents relevant information
about the candidates, together with an evaluation of their
independence.
In connection with the nomination committee’s work with
proposing candidates, and to ensure that the candidates
represent a broad group of the company’s shareholders,
the nomination committee is in contact with the board of
directors, the CEO and major shareholders. Furthermore, the
nomination committee ensures that the board of directors
is composed to comply with legal requirements and the
corporate governance code.
The nomination committee have justified its proposal for the
board of directors. While the nomination committee presents
relevant information about each candidate separately,
the nomination committee focuses on the combined
qualifications and experience of the proposed members of
the board of directors when presenting its proposal to the
general meeting. Information on how to propose candidates
is available on Kahoot!’s webpage and attached to the notice
of the annual general meeting for 2023.
Deviations from the Code: The nomination committee
justifies its proposals combined and not separately for each
board member.
8. COMPOSITION AND INDEPENDENCE OF THE
BOARD OF DIRECTORS
Pursuant to the articles of association, the board of directors
shall consist of between four and eight board members,
as decided by the general meeting. The board of directors
currently has five shareholder-elected directors and two
employee-appointed board members. Each employee-
appointed board member also has an employee-appointed
deputy. The chairperson of the board of directors and board
members are currently elected by the general meeting for a
one-year term.
The composition of the board of directors is considered to
attend to the common interests of all shareholders and meet
the company’s need for expertise, capacity and diversity.
Three of the board members are women, and none of the
members of the Company’s executive management are
members of the board of directors. The annual report and
the stakeholder impact report for 2022 provides further
information on Kahoot!’s guidelines on, and efforts to
promote, equal opportunities and diversity in relation to
Kahoot!’s administrative, management and supervisory
bodies, and its subcommittees.
The board of directors is composed so that it can act
independently of any special interests. All board members
are independent of the Company’s executive management
and no members of the executive management serves
on the board of directors. Except for Chris Caulkin who
is not considered independent from the Company’s
largest shareholder General Atlantic, all board members
are independent of the Company’s larger shareholders
(shareholders holding more than 10% of the shares) and
material business associates. Further information on each of
the board members is presented at www.kahoot.com.
Members of the board of directors are encouraged to own
shares in the Company. The shareholding of each board
member can be found in Note 21 to the Group’s consolidated
financial statement for 2022.
Deviations from the Code: No deviations from the Code.
9. THE WORK OF THE BOARD OF DIRECTORS
The board of directors’ work follows an annual plan, with
particular focus on objectives and strategy in addition to
operational implementation. The plan is evaluated and
approved around the beginning of each calendar year.
The
board of directors annually assesses its performance and
expertise, the assessment is presented to the nomination
committee.
The board of directors has implemented instructions for the
board of directors and the executive management, which are
focused on determining allocation of internal responsibilities
and duties. The objectives, responsibilities and functions of
the board of directors and the CEO are in compliance with
rules and standards applicable to the Group. The board of
directors has also implemented procedures to ensure that
members of the board of directors and executive personnel
make the Company aware of any material interests that they
may have in items to be considered by the board of directors.
The board of directors will also be chaired by some other
member of the board if the board is to consider matters of a
material character in which the chair of the board is, or has
been, personally involved.
The board of directors held 15 board meetings in 2022.
A detailed overview of the board members’ attendance may
be found in the board of directors’ report on salary and other
remuneration to leading personnel in Kahoot!
In the event of a not immaterial transaction between the
Company and its shareholders, a shareholder’s parent
company, members of the board, executive management,
or closely related parties of any such parties, the board will
arrange for a valuation to be obtained from an independent
third party. In 2022, there were no transaction between the
Company and related parties, except for ordinary commercial
transactions at arm’s length market terms. For information
regarding related party transactions, please see Note 21 to
the Group’s consolidated financial statement for 2022.
CORPORATE GOVERNANCE REPORT
GROUP ANNUAL REPORT 2022 25
The board of directors has established an audit committee
and a remuneration committee and instructions for such
committees have been implemented.
The audit committee’s objectives are to act as a preparatory
and advisory body in connection with the board of directors’
supervisory roles in connection with financial reporting,
financial audit, and the effectiveness of the Company’s
internal control system. The audit committee shall consist
of two to three members, who shall be elected by, and
among, members of the board of directors. Currently, Lori
Wright is chair and Andreas Hansson is a member of the
audit committee. The audit committee shall meet as often
as it deems necessary, but minimum four times per year to
prepare the approval of the interim financial reports by the
board of directors.
The remuneration committee’s objectives are to act as a
preparatory and advisory body in relation to the Company’s
strategy for the remuneration of its executive management.
The remuneration committee shall consist of two or three
members. Currently, Stefan Blom is chair and Joanne
Bradford is a member of the remuneration committee. The
remuneration committee shall meet as it deems necessary.
Deviations from the Code: No deviations from the Code.
10. RISK MANAGEMENT AND INTERNAL
CONTROL
It is ultimately the responsibility of the board of directors to
ensure that the Company has sound and appropriate internal
control systems and risk management systems reflecting
the extent and nature of the Company’s activities. Sound
risk management is an important tool to create trust, ensure
good environment, health and safety standards and enhance
value creation. Internal control should ensure effective
operations and prudent management of significant risks that
could prevent the group from attaining its targets. Kahoot!’s
internal controls and systems also cover the Company’s
corporate values, ethical guidelines and standards to ensure
good performance in ESG.
Kahoot! complies with laws and regulations that apply to the
Group’s business activities. The Group’s Code of Conduct sets
out the overall ethical guidelines, which apply to all Kahoot!
employees, members of the board of directors as well as
those acting on Kahoot!’s behalf.
The Company has procedures covering all material aspects
of managing the operational business. The procedures are
revised annually, unless circumstances initiate more frequent
revision, such as regulatory amendments, to reflect
best
practice derived from experience or adopted through regulations.
The board of directors assesses the management’s
annual in-depth review of the Company’s most important
areas of exposure to risk and such areas’ internal control
arrangements. In addition, management presents quarterly
updates on the most important areas of exposure to risk and
the Company’s mitigating actions towards these identified
risks in addition to a bi-annual risk report. A summary of the
main risks is presented in the annual report for 2022.
The board of directors describes the main features of the
Company’s internal control and risk management systems
connected to the Company’s financial reporting in the
Company’s annual report. This covers the culture of control,
risk assessment, controlling activities and information,
communication and follow-up. The board of directors is
obligated to ensure that it is updated on the Company’s
financial situation, and to continuously evaluate whether the
Company’s equity and liquidity are adequate in terms of the
risk from, and the scope of, the Company’s activities, and shall
immediately take necessary actions if it is demonstrated at
any time that the Company’s capital or liquidity is inadequate.
The Company focuses on management reporting to the
board of directors on a continuous and on-going basis. The
reports contain matters related to health and safety, market
development, operations and financial performance. The
purpose is to ensure that the board of directors has sufficient
information for decision making and can respond quickly
to changing conditions or important incidents. Board
meetings are held regularly, and when otherwise required.
Management reports and updates are provided to the board
monthly.
Kahoot! ASA has purchased and maintains a Directors and
Officers Liability Insurance. The insurance policy is issued by a
reputable, specialised insurer with appropriate rating.
Deviations from the Code: No deviations from the Code.
11. REMUNERATION OF THE BOARD OF
DIRECTORS
The remuneration to the board of directors is determined by
the shareholders at the annual general meeting based on a
proposal from the nomination committee. The remuneration
to the board of directors for 2022 was resolved by the
general meeting based on a proposal from the nomination
committee. The level of remuneration to the board of
directors is considered to reflect the board of directors’
responsibility, expertise, the complexity of the Company and
its business, 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 is not linked to the
Company’s performance.
On 27 May 2022, the general meeting resolved to grant
restricted share units (“RSUs”) to each of the board members
CORPORATE GOVERNANCE REPORT
GROUP ANNUAL REPORT 2022 26
Andreas Hansson, Christer Stefan Blom, Lori Wright and
Joanne Bradford, which at the time of the general meeting
amounted to USD 100 thousand. Each RSU gives the
right and obligation to subscribe for one new share at a
subscription price equal to NOK 0.10, subject to satisfaction
of the vesting conditions attached to the RSUs. The RSUs
are non-transferable, except for transfers to wholly owned
companies. One board member (Christer Stefan Blom) was in
2020 granted 300,000 share options in connection with work
performed by him as a consultant prior to being appointed
board member. None the board members, or companies
associated with board members, have been engaged in
specific assignments for the Company in addition to their
appointments as members of the board of directors.
The remunerations for the period from the annual general
meeting in 2022 until the annual general meeting in 2023 are
as follows:
Board of directors:
▶ Andreas Hansson: USD 75,000 and RSUs worth USD
100,000
▶ Stefan Blom: USD 50,000 and RSUs worth USD 100,000
▶ Lori Wright: USD 50,000 and RSUs worth USD 100,000
▶ Joanne Bradford: USD 50,000 and RSUs worth USD 100,000
▶ Christopher Caulkin: USD 21,000
▶ Alexander Remen and Sarah Blystad (employee-appointed
board members): Each NOK 150,000
▶ Patrik Jandusik and Emilia Samborska (employee-
appointed deputy board members): NOK 10,000 per board
meeting attended.
Deviations from the Code: Stefan Blom holds share options
in the Company which he received by virtue of his position as
a consultant in 2020 prior to being appointed board member
in the Company.
12. REMUNERATION OF LEADING PERSONNEL
The board of directors prepares guidelines for the
remuneration of leading management which support
Kahoot!’s prevailing strategy and values. These guidelines
include the main principles for the Company’s remuneration
policy and contribute to aligning the interests of the
shareholders and the executive management. The guidelines
were approved by the annual general meeting in 2022. A
report on the remuneration of executive personnel for 2022
has been prepared, setting out how the Company adhered to
the approved guidelines.
The executive personnel may be offered performance
based bonuses in addition to their fixed remuneration. Such
performance-based bonus shall be agreed on an individual
basis if applicable.
Currently, the Group does not have any general bonus
schemes for its employees or executive personnel. However,
the chief revenue officer and employees working in the
Group’s sales team have entered into sales commission and
bonus agreements. Commission and bonus are calculated
on the basis of achieved sales, provided that the sales team
has reached a predetermined budget and the respective
employee achieves predetermined sales goals, and is paid on
a monthly and quarterly basis, respectively.
Deviations from the Code: No deviations from the Code.
13. INFORMATION AND COMMUNICATION
Kahoot! is under an obligation to continuously provide its
shareholders, Oslo Børs and the financial markets in general
with timely and precise information about the Company and
its operations. Relevant information is given in the form of
annual reports, quarterly reports, press releases, notices to
the stock exchange and investor presentations in accordance
with what is deemed appropriate from time to time. Kahoot!
maintains an open and proactive policy for investor relations
and has given regular presentations in connection with
annual and quarterly results. The goal is that Kahoot!’s
information work shall be in accordance with best practice
at all times and all communications with shareholders shall
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.
The Company publishes an annual, electronic financial
calendar with an overview of dates for important events, such
as the annual general meeting, interim financial reports,
public presentations and payment of dividends, if applicable.
In addition to the board of directors’ dialogue with the
Company’s shareholders at general meetings, the board of
directors promotes suitable arrangements for shareholders
to communicate with the Company at other times. The
board of directors have delegated this task to the executive
management team. Kahoot! has held regular presentations
in connection with each of the quarterly presentations in
2022 and participated on several investor conferences. Most
of the investor meetings and conferences have taken place
on various electronic platforms. The plan is to continue to
arrange regular presentations to keep the market up-to-date
about the Company’s development, goals and strategies.
Deviations from the Code: No deviations from the Code.
CORPORATE GOVERNANCE REPORT
GROUP ANNUAL REPORT 2022 27
14. TAKE-OVERS
Kahoot! has no shareholder controlling more than approx.
15% of the shares as of 31 December 2022. Kahoot! has not
been subject to any takeover bids in 2022.
In the event of a takeover bid, the board of directors and
executive management each have an individual responsibility
to ensure that the Company’s shareholders are treated
equally and 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.
In the event of a take-over process, the board of directors
shall abide by the principles of the Code, and also ensure that
the following take place:
▶ the board of directors will not seek to hinder or obstruct any
takeover offer for the Company’s operations or shares unless
they have valid and particular reasons for doing so;
▶ the board of directors shall not exercise mandates or pass
any resolutions with the intention of obstructing the takeover
offer unless this is approved by the general meeting following
announcement of the offer;
▶ the board of directors shall not undertake any actions
intended to give shareholders or others an unreasonable
advantage at the expense of other shareholders or the
company;
▶ the board of directors shall not enter into an agreement
with any offeror that limits the Company’s ability to arrange
other offers for the Company’s shares, unless it is self-evident
that such an agreement is in the common interest of the
Company and its shareholders;
▶ the board of directors and executive management shall
not institute measures with the intention of protecting the
personal interests of its members at the expense of the
interests of the shareholders; and
▶ the board of directors must be aware of the particular
duty it has for ensuring that the values and interests of the
shareholders are protected.
In the event of a take-over offer, the board of directors
will, in addition to complying with relevant legislation and
regulations, seek to comply with the recommendations
in the Code. This includes obtaining a valuation from an
independent expert. On this basis, the board of directors
will make a recommendation as to whether or not the
shareholders should accept the offer.
A takeover process gives rise to a particular duty of care to
disclose information, where openness is an important tool
for the board of directors to ensure equal treatment of all
shareholders. The board of directors shall strive to ensure
that neither inside information about the Company, nor any
other information that must be assumed to be relevant for
shareholders in a bidding process, remains unpublished.
There are no other written guidelines for procedures to
be followed in the event of a takeover offer. The Company
has not found it appropriate to draw up any explicit basic
principles for Kahoot!’s conduct in the event of a take-over
offer, other than the actions described above. The board of
directors otherwise concurs with what is stated in the Code
regarding this issue.
Deviations from the Code: No deviations from the Code.
15. AUDITOR
The board of directors is responsible for ensuring that the
board and the audit committee are provided with sufficient
insight into the work of the auditor. In this regard, the board
of directors and management ensured that the auditor
submitted the main features of the plan for the audit of the
Company to the audit committee in 2022.
Further, the board of directors invited the auditor to
participate in the board meeting that dealt with the annual
accounts. At these meetings, the auditor (i) reports on any
material changes in the Company’s accounting principles
and key aspects of the audit, (ii) comments on any material
estimated accounting figures, and (iii) reports material
matters
, if any, on which there have been disagreement between
the auditor and the executive management of the Company.
Once a year, the board of directors reviews the Company’s
internal control procedures with the auditor, including
potential weaknesses identified by the auditor and proposals
for improvement. In this regard, a review of the Company’s
internal control procedures with the auditor, including
potential weaknesses identified by the auditor and proposals for
improvement, was carried out by the board of directors in 2022.
In order to ensure the auditor’s independence of the
Company’s executive management, the board of directors
has established guidelines in respect of the use of the auditor
by the management for services other than the audit.
Deviations from the Code: No deviations from the Code.
CORPORATE GOVERNANCE REPORT
THE BOARD OF DIRECTORS
OF KAHOOT! ASA
19 April 2023
ANDREAS HANSSON
Chair
EILERT HANOA
CEO
CHRIS CAULKIN
Board member
JOANNE BRADFORD
Board member
ALEXANDER REMEN
Board member, employee appointed
LORI WRIGHT
Board member
STEFAN BLOM
Board member
CHARLOTTE KRISTIANSEN
Board member, employee appointed
Sign
Sign
Sign
Sign
Sign
Sign
Sign
Sign
GROUP ANNUAL REPORT 2022 28
CORPORATE GOVERNANCE REPORT
GROUP ANNUAL REPORT 2022 29
BOARD OF
DIRECTORS
REPORT
BOARD OF DIRECTORS REPORT
OVERVIEW
The Kahoot! Group is on a mission to improve lifelong
learning by building the leading learning and engagement
platform in the world. We want to empower every employee,
student and child to unlock their full learning potential.
Our learning platform makes it easy for any individual or
corporation to create, share, and host learning sessions that
drive compelling engagement.
Kahoot! ASA is the parent company of the Kahoot! Group and
is listed on the Oslo Stock Exchange. The Kahoot! Group is
headquartered in Oslo, Norway with offices in the US, the UK,
France, Finland, Estonia, Denmark, Spain and Poland.
Kahoot! is a global learning and engagement platform,
with universal solutions used for all kinds of learning and
in a variety of settings – in school classrooms or university
auditoriums , corporate offices, social settings, and cultural
events. The Kahoot! Group includes Clever, the leading US
K-12 EdTech learning platform, together with the learning
apps DragonBox, Poio, Drops, Actimo, Motimate, and
Whiteboard.fi.
Through 2022 the Kahoot! Group has progressed its
leadership in global digital learning, entering the new year
with a stronger company and a stronger product suite
than ever. Our commitment to continuous innovation and
product-led growth proves to yield strong momentum,
and launched through the year a host of new features and
functionality to improve the learning experience for millions
of users.
Leaving the pandemic behind, our learning platform showed
comparative resilience through the year, with our user base
finding ever new ways to engage their audience both in-
presence, virtual or hybrid.
The products and services made available by the Kahoot!
Group are all connected to the main categories Commercial,
Education and Consumer & Experience.
COMMERCIAL
The Commercial category includes Kahoot!, a leading
audience engagement solution used in 97% of Fortune 500
companies, Motimate, a modern complete training solution,
and Actimo, an employee communication and engagement
app with particular focus on non-desk workers. Kahoot!’s
Commercial offerings help corporate customers engage
employees and build company culture by delivering easy-to-
use, unique training and communication experiences, across
entire organizations.
EDUCATION
The Education category includes Kahoot!, the leading
learning and engagement tool for teachers and students,
and Clever, the market leading single sign-on portal for
teachers and students in K-12 schools in the U.S. Over 8
million educators across the world use Kahoot!’s learning
tools to make learning awesome for hundreds of millions of
students across thousands of schools, campuses, universities
and districts.
GROUP ANNUAL REPORT 2022 30
BOARD OF DIRECTORS REPORT
CONSUMER & EXPERIENCE
The Consumer & Experience category includes Kahoot!’s
learning platform, award winning learning apps like Poio,
DragonBox, Drops, and premium learning content from
world-leading publishers and brands, enabling hundreds of
millions of participants, from children, students and families
to connect and learn in an engaging way, either through
self-
study or live sessions for learning, family fun and social settings.
MARKET DEVELOPMENT
The market environment in 2022 was naturally influenced by
the macroeconomic slowdown and the volatile geopolitical
situation. International conflicts and the war in Ukraine,
accelerating energy prices and global inflation, as well as
concerns about looming recession, caused uncertainty in
global markets and disruptions to people’s everyday lives and
well being. As a result the market saw more cautious decision
making and longer sales cycles, affecting many industries and
companies, including Kahoot!, through 2022.
Still, the fundamental and longer-term development trends
remain the same. The necessity of lifelong learning grows in
the face of unrelenting demand for up and reskilling, putting
tertiary education on the cusp of significant transformation.
The adoption of digital tools continued both in the
educational and corporate sector, with our user base finding
ever new ways to engage their audience both in-presence,
virtual or hybrid.
Leaving the pandemic behind, we saw a normalization in free
social use of the platform, particularly in single-player usage vs
live multiplayer sessions. Simultaneously, we continued to see
commercial momentum driven by growth in engagement,
conversion and sales to professional users, especially
corporations.
REVIEW OF THE CONSOLIDATED
ANNUAL ACCOUNTS
The consolidated financial statements of Kahoot! ASA
are prepared in accordance with International Financial
Reporting Standards (IFRS) as endorsed by the European
Union (EU) and additional disclosure requirements in the
Norwegian Accounting Act as effective 31 December 2022.
In order to enhance the understanding of the Kahoot!
Group’s performance, the Group presents certain measures
and ratios considered as alternative performance measures
(APMs) as defined by the European Securities and Markets
Authority, and these should not be viewed as substitutes for
any IFRS financial measures. Please see the separate chapter
on APMs for further details.
During 2022, there were no business combinations, and the
legal structure of the Kahoot! Group remained unchanged
with the exception of the establishment of a wholly owned
subsidiary in Poland at the end of the year.
Income statement
Total revenues and operating income in 2022 for the Group
were $146.0 million, up 60% from $91.3 million for the financial
year 2021. The revenue growth was driven mainly by increased
number of paid subscriptions for the Group’s products and full
year effect from companies acquired in the prior year.
Cost of sales were $7.0 million which is in-line with 2021 due
to stable third-party sales and distribution cost, resulting in a
gross margin improvement to 95% for 2022 compared to 92%
in 2021.
Employee benefit expenses include regular operational
payroll and employee related benefit expenses, and in
addition, calculated share-based payment expenses and
related payroll taxes for the Group’s share option and RSU
program. For 2022, total employee benefit expenses were
$83.0 million compared to $43.2 million for 2021 whereof
calculated share-based payment expenses and related
payroll taxes for the Group’s share option program accounted
for $20.5 million in 2022. The corresponding amount for
2021 was $8.0 million which was impacted by a $7.6 million
negative expense effect for payroll tax. The operational payroll
and employee related benefit expenses were $62.5 million
2022 compared to $35.2 million for 2021. The increase is
attributable to full year cost effect from acquisitions the prior
year, and increased number of employees through the year.
Number of full-time employee equivalents were 462 by the
end of 2022 compared to 422 by the end of 2021.
Other operating expenses accounted for $46.4 million in
2022, up from $36.4 million in 2021. The increase is mainly
attributable to the full year effect from companies acquired in
the prior year.
EBITDA in 2022 was $9.6 million compared to $4.7
million for 2021. EBITDA adjusted for calculated share-
based compensation expenses and related payroll taxes,
acquisition-related expenses and listing cost preparations
was $30.3 million, up 57% from $19.3 million in 2021.
Depreciation and amortization expenses amounted to $14.7
million for 2022 compared to $10.2 million for 2021. The
increase of $4.5 million is due to full year effect amortization
of intangible assets from the acquisition of Clever which was
effective from 1 September 2021.
Net financial expenses amounted to $0.8 million in 2022, and
the positive effect from income tax for the full year 2022 was
$8.1 million mainly due to recognition of deferred tax assets.
Profit for the year was $2.3 million compared to -$1.9 million
for 2021.
GROUP ANNUAL REPORT 2022 31
Balance sheet
During 2022, total assets decreased by $9.0 million to $787.1
million compared to total assets of $796.1 million by the end of
2021. Non-current assets accounted for $658.4 million by the
end of 2022, down $12.9 million from the end of 2021 primarily
related to amortization of intangible assets from acquisitions.
Current assets were $128.7 million by the end of 2022 whereof
cash and cash equivalents accounted for $104.8 million.
Total liabilities decreased during 2022 by $35.7 million to
$178.9 million compared to total liabilities of $214.6 million by
the end of 2021. The decrease is primarily related to settlement
of contingent and deferred consideration liabilities arising
from prior year’s acquisitions. Per the end of 2022, deferred
tax liabilities represent $42.7 million and contract liabilities
(deferred revenue) $78.3 million.
Equity ratio for the Kahoot! Group per the end of 2022 was
77%. Expensed cost related to research and development
amounted to $18.5 million in 2022.
Cash Flow
Cash flow from operating activities amounted to $41.9
million for 2022, up $21.0 million from 2021. Cash flow from
investing activities was -$43.1 million for 2022 due to payment
for deferred and contingent consideration for prior years’
acquisitions. Cash flow from financing activities of -$0.6
million for 2022 due to payments of lease liabilities.
The liquidity for the Kahoot! Group is satisfactory with cash
and cash equivalents of $104.8 million per the end of 2022.
REVIEW OF THE PARENT
COMPANY’S ANNUAL ACCOUNTS
The annual accounts for the parent company have been
prepared according to Norwegian Generally Accepted
Accounting Principles (NGAAP). The functional currency of
Kahoot! ASA is USD. All figures within the financial statement
are presented in USD unless otherwise noted.
Revenue for the parent company Kahoot! ASA was $71.5
million for the financial year 2022 compared to $55.0 million
for the financial year 2021. Operating results (EBITDA) for the
financial year 2022 was $25.8 million compared to $18.2 million
for the financial year 2021. Total equity for the parent company
was $674.4 million as of 31 December 2022.
ALLOCATION OF PROFIT IN THE
PARENT COMPANY
The parent company Kahoot! ASA recorded a net profit
of $16.0 million for the financial year 2022. The Board of
Directors (the “Board”) proposes the net profit to be allocated
to other equity.
GOING CONCERN
In the view of the Board, the Kahoot! Group has a solid
financial position. In accordance with Section 3-3a of the
Norwegian Accounting Act, the Board confirms that the
prerequisites for the going-concern assumption exist and
that the financial
statements have been prepared based on a
going-concern basis.
EXECUTIVE COMPENSATION
REPORT
The Board of Directors’ guidelines for determination of
salary and other remuneration to executive personnel in
Kahoot! ASA pursuant to section 6-16a the Norwegian Public
Limited Liability Companies Act was presented to the Annual
General Meeting on 27 May 2022. Kahoot!’s report on salary
and other remuneration to executive personnel for 2022
pursuant to section 6-16b the Norwegian Public Limited
Liability Companies Act is published as a separate document,
available on kahoot.com/investor.
WORKING ENVIRONMENT
The working environment is considered good. Relying
on
highly skilled and motivated employees to succeed, Kahoot!
is
constantly working to maintain an attractive and rewarding
working environment. For the financial year 2022, the
registered level of absence due to sickness in the parent
company was 2%. No accidents or injuries occurred during
the year.
EQUAL OPPORTUNITIES,
DISCRIMINATION, IMPACT ON
EXTERNAL ENVIRONMENT AND
TRANSPARENCY
At the end of 2022, the parent company Kahoot! ASA had 104
employees, of which 36% were women vs. 33% women at the
end of 2021.
The market in which Kahoot! operates is somewhat
overrepresented by male employees, however, the Kahoot!
Group is actively working towards a diversified working
environment. Women are represented in most of the
company’s departments and the ratio between men and
women will continue to be monitored. Kahoot! strongly
respects and supports diversity in general and see this as
a competitive advantage to create value for the company
and its shareholders. Kahoot! has a policy that includes the
principle of equal opportunities for equal work, implying
that every employee will have the same rights, salary and
career options in the same position, all other factors being
equal which will continue to be monitored. Inclusivity is one
of Kahoot!’s core values, and the Company is committed to
team diversity as a driver of success. The Group’s employees
includes members of more than 50 nationalities with different
cultural and ethnic backgrounds. Kahoot!’s reporting pursuant
to chapter 4 of the Gender Equality and Discriminatory Act
BOARD OF DIRECTORS REPORT
GROUP ANNUAL REPORT 2022 32
(Equality Report 2022) and the
Transparency Act is included in
the Stakeholder Impact Report.
For a description of Kahoot!’s impact on external
environment, please see Kahoot!’s Stakeholder Impact
Report, which is published as a separate document, available
on kahoot.com/investor which also complies with Kahoot!’s
compliance obligations pursuant to section 3-3c of the
Norwegian Accounting Act (corporate social responsibility).
RISK AND RISK MANAGEMENT
The Kahoot! Group is exposed to risks and uncertainty factors
that may affect some or all activities. Risk management for
the Group is based on the principle that risk evaluation is
an integral part of all business activities, where the ability
to implement the Group’s strategic and operational plans
is influenced by various commercial, technological, and
operational risk factors summarized below.
Market risk
The Kahoot! Group is exposed to several market related
risks, including but not limited to; access and ability to keep
qualified employees, access to technology used in product
development, cyber threats, reputation, user generated
content, ability to keep the user engagement and brand
awareness, change in user pattern for existing and new users
of the products offered by the Group, ability to convert non-
paying users to paying
subscribers, relative competitiveness
in the markets where the Group operates, global or regional
economic market conditions.
Credit risk
The Group’s credit risk arises from cash and cash equivalents
as well as outstanding receivables. The Group does not have
significant credit risk associated by a single counterparty.
The Group does not have a specific procedure for assessing
credit risk for its customers before transactions are entered
as the majority of customers are either invoiced through
automated sales with immediate credit card payments or
subscriptions invoiced with credit terms are mostly prepaid
upfront. The counterparties for the Group’s main cash
deposits are large banks considered to be low credit risk. The
Group’s assessment is that there are no material credit risks
associated with these cash deposits.
Currency risk
The Group presents its financial statements in USD. The
Group operates in Denmark, Estonia, Finland, France, Norway,
Poland, Spain, United Kingdom and the United States and
has costs in local currencies while a major part of the Group’s
revenues are in USD. With different functional currencies,
the Group will be exposed to currency gains and losses
on receivables between the companies, which will affect
its reported profit or loss. Fluctuations in exchange rates
between NOK, USD, DKK, EUR and GBP could materially and
adversely affect the Group’s business, results of operations,
financial condition, cash flow and prospects. The Group does
not currently have any currency hedging arrangements in
place to limit the exposure to exchange rate fluctuations.
Interest risk
The Group holds no long-term borrowings and no interest-
bearing debt. Lease contracts resulting in a recognized lease
liability are not subject to change in payments derived from
interest fluctuations, and the Groups exposure to interest rate
fluctuations is therefore limited.
Liquidity risk
The Group monitors liquidity centrally across the Group.
It is the Group’s strategy to have sufficient cash and cash
equivalents to at any time fund operations and investments
according to the Group’s strategic plans. The Group monitors
its liquidity risk through a short-term and a long-term liquidity
forecast to manage the target of a minimum position of cash
imposed by the Board of Directors. Kahoot! Group has positive
cash flow from operations and does not have any interest-
bearing debt.
Cybercrime and IT security risk
The Group is exposed to the risk of cybercrime that could
harm the Groups’ business operations. The Group and its end-
users may be subject to cyber-attacks from cybercriminals,
hackers, and other parties. Rapid changes in attack vectors
make it difficult to stop attacks and adapt to new threats.
Further, increased social hacking creates a cyberthreat risk
for the Group. IT security breaches could lead to shutdowns
or disruptions of the Group’s IT systems and potential
unauthorized disclosure of data.
BOARD OF DIRECTORS REPORT
THE BOARD OF DIRECTORS
OF KAHOOT! ASA
19 April 2023
ANDREAS HANSSON
Chair
EILERT HANOA
CEO
CHRIS CAULKIN
Board member
JOANNE BRADFORD
Board member
ALEXANDER REMEN
Board member, employee appointed
LORI WRIGHT
Board member
STEFAN BLOM
Board member
CHARLOTTE KRISTIANSEN
Board member, employee appointed
Sign
Sign
Sign
Sign
Sign
Sign
Sign
Sign
GROUP ANNUAL REPORT 2022 33
DIRECTORS ’ & OFFICERS’
LIABILITY INSURANCE
Kahoot! ASA has purchased and maintains a Directors and
Officers Liability Insurance. The insurance policy is issued by a
reputable, specialized insurer with appropriate rating.
OUTLOOK 2023 AND EVENTS AFTER
THE END OF THE FINANCIAL YEAR
The Kahoot! Group’s main markets are characterized by
continued digitalization across sectors and the need for
lifelong learning still stands strong. Companies are investing
in reskilling and upskilling while striving to find new ways
to engage their employees, and teachers are leveraging
technology to improve learning outcomes. Kahoot! will stay
attractive and relevant for its users through maintaining a
persistent focus on innovation and creativity to retain its
users’ brand loyalty and attract further interest within all
user categories. Kahoot! is thus well positioned for continued
growth and success.
BOARD OF DIRECTORS REPORT
GROUP ANNUAL REPORT 2022 34
CONSOLIDATED
GROUP ANNUAL
FINANCIAL
STATEMENTS 2022
GROUP ANNUAL REPORT 2022 35
Consolidated statement of profit or loss Consolidated statement of comprehensive profit or loss
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
USD in thousands Note 2022 2021
Revenue from contracts with customers 5 145,610 91,016
Other operating income 5 350 249
Total revenue and other operating income 145,960 91,265
Distribution and content expenses 3 7,012 7,029
Employee benefit expenses 4, 6, 17 82,967 43,235
Other operating expenses 7 46,418 36,351
Amortization of intangible assets 10 12,570 8,848
Depreciation 12, 13 2,081 1,357
Operating profit/(loss) (5,088) (5,555)
Financial income 820 432
Financial expenses (327) (205)
Net change in fair value of financial instruments 19 3,415 2,594
Net foreign exchange gains (losses) 20 (4,681) (984)
Net financial income (expenses) (773) 1,837
Profit/(loss) before income tax (5,861) (3,718)
Income tax 8 (8,149) (1,838)
Profit/(loss) for the year 2,288 (1,880)
Profit/(loss) for the year attributable to:
Equity holders of Kahoot! ASA 2,288 (1,880)
Earnings (loss) per share in USD
Basic earnings (loss) per share 9 0.00 (0.00)
Diluted earnings (loss) per share 9 0.00 (0.00)
USD in thousands 2022 2021
Profit/(loss) for the year 2,288 (1,880)
Other comprehensive profit/(loss):
Items that might be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign operations (4,614) (8,751)
Total comprehensive profit/(loss) for the year (2,326) (10,631)
Total comprehensive profit/(loss) attributable to:
Equity holders of Kahoot! ASA (2,326) (10,631)
GROUP ANNUAL REPORT 2022 36
THE BOARD OF DIRECTORS
OF KAHOOT! ASA
19 April 2023
ANDREAS HANSSON
Chair
Sign
CHRIS CAULKIN
Board member
Sign
LORI WRIGHT
Board member
Sign
JOANNE BRADFORD
Board member
Sign
STEFAN BLOM
Board member
Sign
ALEXANDER REMEN
Board member, employee appointed
Sign
CHARLOTTE KRISTIANSEN
Board member, employee appointed
Sign
EILERT HANOA
CEO
Sign
Consolidated balance sheet CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
USD in thousands Note 31.12.2022 31.12.2021
ASSETS
Non-current assets
Goodwill 11 487,161 494,430
Intangible assets 10 158,757 173,284
Property, plant and equipment 12 1,372 633
Right-of-use assets 13 6,072 2,928
Deferred tax asset 8 5,051 -
Total non-current assets 658,413 671,275
Current assets
Trade receivables 14 18,478 11,764
Other current assets 15 5,428 5,304
Cash and cash equivalents 16 104,799 107,765
Total current assets 128,705 124,833
TOTAL ASSETS 787,118 796,108
EQUITY AND LIABILITIES
Equity
Share capital 18 5,773 5,707
Share premium 18 662,780 651,581
Share-based payments reserves 18 34,739 16,963
Foreign currency translation reserves 18 (15,342) (10,728)
Accumulated deficit 18 (79,720) (82,008)
Total equity 18 608,230 581,515
Non-current liabilities
Lease liabilities 13 4,337 2,044
Deferred tax liability 8 42,673 46,288
Contract liabilities 5 3,353 -
Other non-current liabilities 19,20 9,709 40,565
Total non-current liabilities 60,072 88,897
Current liabilities
Lease liabilities 13 2,083 1,007
Current tax liabilities 11 4
Trade payables 19, 20 4,654 5,359
Contract liabilities 5 74,964 60,772
Other current liabilities 19, 20 37,104 58,554
Total current liabilities 118,816 125,696
Total liabilities 178,888 214,593
TOTAL EQUITY AND LIABILITIES 787,118 796,108
GROUP ANNUAL REPORT 2022 37
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Consolidated statement of changes in equity
Share Share
Share-based
payments
Foreign currency
translation Accumulated Total
USD in thousands Note capital
premium reserves reserves
deficit equity
Balance at 1 January 2021 5,228 357,383 5,542 (1,977) (80,128) 286,048
Profit/(loss) for the year - - - - (1,880) (1,880)
Currency translation differences 1 - - - (8,751) - (8,751)
Total comprehensive profit/(loss) for the year - - - (8,751) (1,880) (10,631)
Issuance of shares 18 479 302,700 - - - 303,179
Transaction costs on equity issues 18 - (8,502) - - - (8,502)
Share option program 17 - - 11,421 - - 11,421
Balance at 31 December 2021 5,707 651,581 16,963 (10,728) (82,008) 581,515
Profit/(loss) for the year - - - - 2,288 2,288
Currency translation differences 1 - - - (4,614) - (4,614)
Total comprehensive profit/(loss) for the year - - - (4,614) 2,288 (2,326)
Issuance of shares 18 66 11,238 - - - 11,304
Transaction costs on equity issues 18 - (39) - - - (39)
Share option program 17 - - 17,776 - - 17,776
Balance at 31 December 2022 5,773 662,780 34,739 (15,342) (79,720) 608,230
GROUP ANNUAL REPORT 2022 38
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Consolidated statement of cash flows
USD in thousands Note 2022 2021
Cash flows from operating activities
Profit/(loss) before income tax (5,861) (3,718)
Adjustments for:
Depreciation and amortization 10, 12, 13 14,651 10,205
Share-based payments expense 4, 6 17,776 11,421
Change in trade receivables (7,058) (781)
Change in contract liabilities 18,357 15,757
Change in trade payables (943) 2,752
Change in other current assets and other liabilities 4,459 (14,965)
Taxes paid (13) (6)
Interest received 820 432
Financial expenses (327) (205)
Net cash flow from operating activities 41,861 20,892
Cash flows from investing activities
Payment for acquisition of subsidiary, net of cash acquired 4 (41,231) (364,145)
Payment for intangible assets 10 (892) (562)
Payment for property, plant and equipment (946) (216)
Net cash outflow from investing activities (43,069) (364,923)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 18 860 205,077
Transaction costs on issuance of ordinary shares (40) (8,502)
Repayments of lease liabilities 13 (1,295) (991)
Paid interest on lease liabilities 13 (161) (89)
Net cash inflow from financing activities (636) 195,495
Net increase in cash and cash equivalents (1,844) (148,536)
Cash and cash equivalents as of 1 January 16 107,765 256,120
Effects of exchange rate changes on cash and cash equivalents (1,122) 181
Cash and cash equivalents as of 31 December 104,799 107,765
GROUP ANNUAL REPORT 2022 39
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
NOTE 1
GENERAL INFORMATION
Kahoot! ASA (the Company or Kahoot!), the parent company of the Kahoot! Group (the Group)
is a public limited liability company incorporated and domiciled in Norway, with its head office
in Fridtjof Nansens plass 7, 0160 Oslo. The Company is listed on Oslo Stock Exchange has the
ticker “KAHOT”.
The Group is on a mission to make learning awesome! The Group wants to empower every
child, student and employee to unlock their full learning potential. The Group’s game‐based
learning platform makes it easy to create, share and play learning games driving compelling
engagement. In addition, the Group’s family of apps takes math learning to a new level and
empowers children to learn to read through play. Launched in 2013, the Group’s vision is to
build the leading learning platform in the world.
These consolidated financial statements have been approved for issuance by the Board of
Directors on 19 April 2023.
NOTE 2
SIGNIFICANT EVENTS IN THE CURRENT REPORTING PERIOD
There have not been any significant events in the current reporting period that affected the
financial position and performance of the Group.
NOTE 1 - 2 - 3
NOTE 3
GENERAL ACCOUNTING PRINCIPLES
The general accounting policies applied in the preparation of these consolidated financial
statements are set out below. Specific accounting principles are described in the relevant notes.
Basis of preparation
The consolidated financial statements of Kahoot! ASA are prepared in accordance with
International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU)
and additional disclosure requirements in the Norwegian Accounting Act as effective 31
December 2022.
The consolidated financial statements are presented in US dollars (USD) and have been
rounded to the nearest thousand unless otherwise stated.
The financial statements are prepared on a going concern basis. The financial statements
have been prepared on a historical cost basis.
Foreign currency
Functional currency, presentation currency and consolidation
The Group’s presentation currency is USD, which is the parent company’s functional currency.
For consolidation purposes, all subsidiaries with a different functional currency than the
parent company (USD) are translated at the rate applicable at the reporting date. The
statement of profit or loss are translated at the average exchange rate that approximates the
prevailing rate at the date of transaction. The cumulative amount is reclassified to profit or
loss when the net investment in disposed of.
Monetary balances in foreign currencies are translated into the functional currency at the
exchange rates on the date of the balance sheet. Foreign exchange gains and losses resulting
from thesettlement of such transactions, and from the translation of monetary assets and
liabilities denominated inforeign currencies are recognized in profit or loss.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity, and has the ability to affect those returns through its
GROUP ANNUAL REPORT 2022 40
NOTE 3
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealized gains on transactions between group
companies are eliminated. Unrealized losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Figures from subsidiaries with
different accounting policies are amended to ensure consistent accounting policies for the
Group are used.
If the Group loses control over a subsidiary it derecognizes the assets, liabilities, and non-
controlling interest, and reclassifies to profit or loss, or transfers directly to accumulated deficit as
appropriate, the amounts recognized in other comprehensive loss in relation to the subsidiary.
Classification of current and non-current items
An asset is classified as current when it is expected to be realized or sold, or to be used
in the Group’s normal operating cycle, or falls due or is expected to be realized within 12
months after the end of the reporting period. Other assets are classified as non-current
assets. Liabilities are classified as current when they are expected to be settled in the normal
operating cycle of the Group or are expected to be settled within 12 months of the end of the
reporting period, or if the Group does not have an unconditional right to postpone settlement
for at least 12 months after the balance sheet date.
Segments
An operating segment is a component of an entity that engages in business activities from
which it may earn revenues and incur expenses. The Company has determined that the Board
of Directors are the chief operating decision maker.
The segment information is reported in accordance with the reporting to the Board of
Directors (the chief operating decision makers) and is consistent with financial information
used for assessing performance and supporting the Group’s direction and strategy, resource
allocation and acquisition activities. The Group has identified one segment. The Group is
monitored using the consolidated statement of profit or loss, balance sheet and statement of
cash flows.
Cost of sales
Cost of sales relate directly to costs incurred on the Company’s sales through the websites
or through app stores. The Company partners with the payment gateway providers and app
stores as a marketing channel to sell their products. The payment gateways charge fees for
processing and collecting payments from website sales and app stores collect a percentage
ranging from 6% to 30% of revenues earned from the Kahoot! app store sales as a fee for
payment collections services provided to the Company.
Critical accounting judgements and key sources of estimation uncertainty in applying
the Group’s accounting policies
In applying the Group’s accounting policies, which are described in the following notes below,
the directors are required to make judgements (other than those involving estimations)
that have a significant impact on the amounts recognized and to make estimates and
assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
(a) Critical accounting judgements
Critical accounting judgements, apart from those involving estimations (which are presented
separately below), that the directors have made in the process of applying the Group’s
accounting policies and that have the most significant effect on the amounts recognized
in financial statements, relate to the following area: Please refer to the note disclosure for
additional details on the critical accounting judgements applied.
• Financial assets and financial liabilities, note 19
GROUP ANNUAL REPORT 2022 41
NOTE 3 - 4
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
(b) Significant estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty
at the reporting period that may have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year, relate to the
following areas. Please refer to the respective note disclosures for additional details on the
significant estimation uncertainty.
• Goodwill and impairment, note 11
• Financial assets and financial liabilities, note 19
NOTE 4
BUSINESS COMBINATIONS
Accounting principles
The acquisition method of accounting is used to account for all business combinations.
The consideration transferred in a business combination comprises the fair values of the
assets transferred, liabilities incurred to the former owners of the acquired business, equity
interests issued by the Group, fair value of any asset or liability resulting from a contingent
consideration arrangement and fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the
acquisition date. The Group recognizes any non-controlling interest in the acquired entity
on an acquisition-by-acquisition basis either at fair value, or at the non-controlling interests
proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
Goodwill arising on business combinations is recognized as an asset measured at the excess
of the sum of the consideration transferred, the fair value of any previously held equity
interests and the amount of any non-controlling interests in the acquired entity over the net
amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment,
the Group’s interest in the net fair value of the acquired entity’s identifiable assets, liabilities
and contingent liabilities exceeds the total consideration of the business combination, the
excess is recognized in profit or loss immediately.
Where settlement of any part of cash consideration is deferred, the amounts payable in the
future are discounted to their present value as at the date of exchange. The discount rate used
is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could
be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified
as a financial liability are subsequently re-measured to fair value with changes in fair value
recognized in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the
acquirer’s previously held equity interest in the business combination is re-measured to
fair value at the acquisition date. Any gains or losses arising from such re-measurement are
recognized in profit or loss.
Business combinations 2022
There were no business combinations in 2022.
Business combinations 2021
The business combinations required the use of critical accounting judgements and estimates
when identifying and valuing the intangible assets of the acquired entities.
For Whiteboard, Motimate and Clever three possible intangible assets were identified:
technology, brand and customer relationship. The customer relationship related to existing
customers for Clever and Motimate and existing subscribers for Whiteboard.
Significant estimation uncertainty
The relief-from-royalty method was applied to measure the fair value of the technology and
the brand. The relief-from-royalty method considered the discounted estimated royalty
payments that were expected to be avoided as a result of the patents being owned. The
valuation was based on projected cash flows for the next 5-10 years, which included estimated
revenue growth. These cash flows were adjusted for assumptions about churn, attrition and
GROUP ANNUAL REPORT 2022 42
multiplied by a royalty rate (cost saving from owning the technology and brand). The multi-
excess earnings-method was applied to measure the fair value of the customer relationships.
The multi-excess-earnings-method considered the contributory asset charge that an
intangible asset would have been charged by a hypothetical third-party to use the intangible
asset. The valuation was based on projected cash flows for the next 10 years, which included
estimated revenue growth. These cash flows were adjusted for the assumptions about
churn, attribution and contributory asset charge (costs of renting intangible assets from a
hypothetical third-party).
In estimating the fair value of the technology and the brand, cost savings were discounted
using a discount rate between 8.5%-12.8%. The royalty rate for technologies was assumed to
be between 10.0%-30.0% and for the brands between 2.0%-4.0%. In estimating the fair value
of the customer relationships, estimated net cash flows after contributory asset charges were
discounted using a discount rate between 8.5%-12.8%. The brands were assumed to indefinite
useful life, technologies a useful life of seven to eight years and customer relationship a useful
life of ten years.
The valuation of intangible assets in business combinations were particularly sensitive to
changes in royalty rates, churn and discount rates.
Description
Clever
Clever Inc (“Clever”) was acquired by a purchase of 100% of the shares effective from 1
September 2021. Clever, one of the most widely-used digital learning platforms in U.S. K-12
education was acquired for enterprise value (EV) of $435 – 500 million on a cash and debt-
free basis, including a performance-based element for 2021-2022 of which elements were
compensation for Clever employees’ whom prior to the acquisition was part of the Clever Inc.
share-based payment plan (“Clever Options”). This element of compensation vest according
to the historical share-based payment plan of Clever. The first part of the initial consideration
was settled by a combination of cash ($254,842 thousand) and issuance of 7,300,765 shares in
Kahoot! ASA at a subscription price of NOK 64.77 per share.
NOTE 4
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
The performance-based element (see also note 19) relating to Clever was determined based
on certain operational metrics at the end of 2021 and end of 2022. With respect to the
elements of compensation to employees who were part of the Clever Options, they will also
need to continue to be employees of Clever at the time the performance-based elements
are met. If an employee should forfeit on the Clever Options, the amount forfeited are to be
redistributed between the prior shareholders of Clever. In other words, the vesting condition
in the case of the Clever Options has no impact on the total amount to be paid in connection
with the business combination.
Given the contingent consideration will be determined and settled in the future, the nominal
value is discounted to present value. Present value of the contingent consideration relating
to the acquisition was initially recognized 1 September 2021 at $63,033 thousand, whereof
$47,877 thousand was current. The main three factors used in assessing the fair value of
the earnout is forecast of probability, cash flow and discount rate. The discount rate applied
for Clever was 8.5%. As of 31 December 2022, the fair value of the contingent consideration
relating to the acquisition was $16,135 thousand, whereof $16,135 thousand was current (2021:
$47,524 thousand, whereof $32,144 thousand was current). The amount attributable to the
Clever Options was $14,874 and related to the portion of unvested share-based payment
awards, subject to forfeitures. The amount accretes over time (included as part of employee
benefit expense) following the vesting plan for the Clever Options. With respect to the
portion not related to the unvested Clever Options, the changes in fair value from initial
recognition to year-end are recognized as net change in fair value of financial instruments in
the consolidated statement of profit or loss. The performance-based elements attributable
to 2021 were settled in December 2021 and February 2022. The performance-based elements
attributable to 2022 targets were settled in March 2023.
In December 2021, the second payment was settled by a combination of cash ($100,427
thousand) and issuance of 3,121,747 shares in Kahoot! ASA, whereof 2,605,887 shares at a
subscription price of NOK 64.77 per share, and 515,860 shares at a subscription price of NOK
48.08 per share.
In February 2022, the third payment was settled by a combination of cash ($27,737 thousand)
and issuance of 1,617,710 shares in Kahoot! ASA, whereof 1,571,345 shares at subscription price
GROUP ANNUAL REPORT 2022 43
of NOK 31.63 per share, 43,650 shares at subscription price at NOK 64.77 per share and 2,715
shares at subscription price at NOK 48.08 per share.
In June 2022, the fourth payment was settled by a combination of cash ($2,945 thousand) and
issuance of 39,379 shares in Kahoot! ASA, whereof 6,160 shares at subscription price of NOK
31.63 per share, 31,196 shares at subscription price at NOK 64.77 per share and 2,023 shares at
subscription price at NOK 48.08 per share.
In September 2022, the fifth payment was settled by a combination of cash ($2,948 thousand)
and issuance of 39,183 shares in Kahoot! ASA, whereof 6,179 shares at subscription price of
NOK 31.63 per share, 30,974 shares at subscription price at NOK 64.77 per share and 2,030
shares at subscription price at NOK 48.08 per share.
In December 2022, the sixth payment was settled by cash ($2,215 thousand).
In March 2023, the seventh payment was settled by cash ($17,693 thousand).
Purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of business combinations in respect of identifiable assets
acquired and liabilities assumed are set out in the table below, using the exchange rate as of 1
September 2021 for Clever.
Goodwill from the business combinations with Clever were attributable to synergies leading
to additional value for the Group’s subscription-based product offering when combined with
the Kahoot! products and marketing as one product going forward.
Transaction costs of $2,877 thousand arose as a result of the acquisition. These were
recognized as part of other operating expenses in the statement of profit or loss.
With respect to the Clever Options, there were specific accounting requirements following
IFRS 3 – Business Combinations paragraph B55(a) and associated IFRIC (“IFRS Interpretation
Committee) agenda decision, requiring that amounts that an individual employee would
forfeit were they to leave service immediately after the acquisition were not part of the
business combination, and should instead be recognised as a post-combination expense.
The amount attributable to the Clever Options was $14,874, related to the portion of unvested
share-based payment awards, subject to forfeitures, was therefore not included in the
NOTE 4
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
purchase consideration below, but accretes over time (included as part of employee benefit
expense) following the vesting plan for the Clever Options.
There were no adjustments to the provisional purchase price allocation in 2022.
From the acquisition date 1 September 2021, Clever contributed $15,305 thousand to the
Group’s revenue and negative net income contribution of $6,625 thousand to the Group’s
total profit in 2021.
1
The earn-out was and will be settled by a combination of cash and shares. The liabilities incurred
included the earned portion of unvested share-based payment awards of $20,575 thousand. These
liabilities were incurred by compensating, upon acquisition, equity-settled share-based payment
awards held by employees of Clever Inc. with cash-settled and equity settled share-based payment
awards, which were subject to forfeiture. The respective liabilities represented the portion of the
replacement awards that related to pre-acquisition services provided by the acquiree’s employees
and were measured at the fair value and was settled by a combination of cash and shares.
USD in thousands Clever
Purchase consideration
Cash consideration 368,212
Shares issued 76,128
Contingent consideration liability / earnout
1
48,159
Total purchase consideration 492,499
Brand 72,647
Technology 31,339
Customer relationships 32,172
Property, plant and equipment 344
Trade and other receivables 8,480
Cash and cash equivalents 9,657
Deferred tax liability (40,629)
Trade payables and other current liabilities (16,855)
Total net identifiable assets acquired at fair value 97,154
Total purchase consideration 492,499
Goodwill 395,345
Net cash outflow arising on acquisition
Cash consideration 254,842
Less: cash and cash equivalents acquired 9,657
Total cash consideration 245,185
GROUP ANNUAL REPORT 2022 44
Acquisition costs of $275 thousand arose as a result of the transaction. These have been
recognized as part of other operating expenses in the statement of statement of profit or loss.
There were no adjustments to the provisional purchase price allocation in 2022.
From the acquisition date 22 April 2021, Motimate contributed $2,999 thousand to the Group’s
revenue and negative net income contribution of $1,010 thousand to the Group’s total profit in 2021.
NOTE 4
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Motimate
Motimate AS (“Motimate”) was acquired by a purchase of 100% of the shares effective from 22
April 2021. Motimate, an employee engagement and learning app provider for organizations
of all sizes was acquired for a total consideration reflecting an enterprise value (EV) of $25 –
$27 million on a cash and debt-free basis, including a 2021 performance-based element. The
initial consideration was settled by a combination of cash ($9,759 thousand) and issuance of
1,104,994 shares in Kahoot! ASA at a subscription price of NOK 93.90 per share.
The performance-based element (see also note 19) relating to Motimate was determined
based on certain operational metrics at the end of 2021. Given the contingent consideration
liability was determined and settled in the future, the nominal value was discounted to
present value. Present value of the contingent liability (earnout) relating to the acquisition was
initially recognized 22 April 2021 at $1,814 thousand, whereof all is current (As of 31 December
2021: $1,972 thousand, whereof all was current). The main level three inputs used in assessing
the fair value of the earnout is forecast of probability, cashflow and discount rate. The discount
rate applied for Motimate was 12.5%. The change in fair value from initial recognition to year-
end is recognized as net change in fair value of financial instruments in the consolidated
statement of profit or loss. The performance-based element was fully settled in February
2022.
In December 2021, the second payment (deferred consideration payment) was settled by a
combination of cash ($1,978 thousand) and issuance of 274,357 shares in Kahoot! ASA at a
subscription price of NOK 93.90 per share.
In February 2022, the final payment was settled by a combination of cash ($800 thousand)
and issuance of 277,599 shares in Kahoot! ASA at a subscription price of NOK 38.24 per share.
Purchase price allocation – assets acquired and liabilities assumed
The amounts recognized at the date of business combinations in respect of identifiable assets
acquired and liabilities assumed are set out in the table below, using the exchange rate as of
22 April 2021 for Motimate.
Goodwill from the business combinations with Motimate are attributable to synergies,
and will lead to additional value for the Group’s subscription-based product offering when
combined with the Kahoot! products and marketing as one product going forward.
1
The earn-out was settled by a combination of cash and shares in February 2022.
USD in thousands Motimate
Purchase consideration
Cash consideration 11,866
Shares issued 15,050
Contingent consideration liability / earnout
1
1,814
Total purchase consideration 28,730
Brand 4,085
Technology 3,448
Customer relationships 998
Property, plant and equipment 4
Trade and other receivables 476
Cash and cash equivalents 2,522
Deferred tax liability (1,361)
Trade payables and other current liabilities (1,225)
Total net identifiable assets acquired at fair value 8,947
Total purchase consideration 28,730
Goodwill 19,783
Net cash outflow arising on acquisition
Cash consideration 9,759
Less: cash and cash equivalents acquired 2,522
Total cash consideration 7,237
GROUP ANNUAL REPORT 2022 45
Digital Teaching Tools Finland Ltd (Whiteboard.fi)
Digital Teaching Tools Finland Ltd (“Whiteboard.fi”, hereafter referred to as Whiteboard.fi or
Whiteboard) was acquired by a purchase of 100% of the shares effective from 23 February
2021. Whiteboard.fi, an online whiteboard tool for teachers and classrooms that helps engage
students both in the physical classroom and through remote learning was acquired for
an initial consideration of $6 million, in addition to a performance-based element up to $6
million depending on Whiteboard’s performance in 2021-2022. The initial consideration was
settled by a combination of cash ($3,600 thousand) and 184,892 new Kahoot! ASA shares at a
subscription price of NOK 110.39 per share.
The performance-based element (see also note 19) relating to Whiteboard.fi was determined
based on invoiced revenue targets in 2021 and 2022 subject to EBITDA margin and a net
cash flow conversion condition. Given the contingent consideration liability were determined
and settled in the future, the nominal value was discounted to present value. Present value
of the contingent consideration liability (earnout) relating to the acquisition was initially
recognized 23 February 2021 at $4,314 thousand, of which $2,702 thousand was non-current.
The main level three inputs used in assessing the fair value of the earnout is forecast of
probability, cashflow and discount rate. The discount rate applied for Whiteboard.fi was
12.8%. %. The change in fair value from initial recognition to year-end is recognized as net
change in fair value of financial instruments in the consolidated statement of profit or loss.
The performance-based elements attributable to 2021 was settled in February 2022 and
the performance-based elements attributable to 2022 targets did not trigger any further
consideration in 2023. The contingent consideration was fully settled as of 31 December
2022 (As of 31 December 2021, the fair value of the contingent consideration related to the
acquisition was $2,975 thousand, whereof $1,227 thousand was current) .
In February 2022, the final payment was settled by a combination of cash ($768 thousand)
and issuance of 139,653 shares in Kahoot! ASA at a subscription price of NOK 32.34 per share.
Purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of business combinations in respect of identifiable assets
acquired and liabilities assumed are set out in the table below, using the exchange rate as of
23 February 2021 for Whiteboard.
Goodwill from the business combinations with Whiteboard are attributable to synergies,
and will lead to additional value for the Group’s subscription-based product offering when
combined with the Kahoot! products and marketing as one product going forward.
Acquisition costs of $241 thousand arose as a result of the transaction. These have been
recognized as part of other operating expenses in the statement of statement of profit or loss.
There were no adjustments to the provisional purchase price allocation in 2022.
From the acquisition date 23 February 2021, Whiteboard.fi contributed $697 thousand to the
Group’s revenue and positive net income contribution of $21 thousand to the Group’s total
profit in 2021.
1
The earn-out was settled by a combination of cash and shares.
NOTE 4
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
USD in thousands Whiteboard.fi
Purchase consideration
Cash consideration 3,600
Shares issued 2,402
Contingent consideration liability / earnout
1
4,314
Total purchase consideration 10,316
Brand 982
Technology 1,188
Customer relationships 341
Property, plant and equipment 12
Trade and other receivables 68
Cash and cash equivalents 293
Deferred tax liability (502)
Trade payables and other current liabilities (312)
Total net identifiable assets acquired at fair value 2,069
Total purchase consideration 10,316
Goodwill 8,246
Net cash outflow arising on acquisition
Cash consideration 3,600
Less: cash and cash equivalents acquired 293
Total cash consideration 3,307
GROUP ANNUAL REPORT 2022 46
Unaudited pro-forma business combinations 2021:
If the acquisitions in 2021 had occurred on 1 January 2021, the revenue for the Group would
have been $118,027 thousand and the Group’s unaudited pro-forma loss would have been
$5,627 thousand in 2021.
NOTE 5
REVENUE
Accounting principles
The revenue in the Group is generated from different subscriptions. The accounting principles
for the different categories of revenue are described below.
Sale of subscriptions
Subscriptions are sold either through the Group’s websites or through apps. The app itself
is for free, but it is possible to sign up for different subscriptions based on a monthly price
(through an in-app purchase). These subscriptions are cloud-based. They are presented in
different ways for the different customer-types, but the underlying products are the same.
The subscriptions are not customized to the individual customers. Subscriptions are mostly
prepaid, typically by twelve months or on a monthly basis. Certain subscriptions are sold
with a lifetime payment. Life-time payment means a one-time payment for lifetime access.
The subscriptions are mainly paid upfront by credit cards based on the contractually agreed
subscription period.
The Group has the right to change or withdraw features, specifications, services and content
without notifying the customers and customers are exposed to any positive or negative
effects from these possible changes.
The transaction price is the agreed subscription fee. The subscriptions are the only
performance obligation. The design and the content might change during the subscription
period and the customers have an expectation that the products will be updated. The Group
delivers a subscription which gives the customer access to the subscribed services. Revenue
from the subscriptions is recognized over time, over the subscription period. Revenue from
NOTE 4 - 5
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
lifetime subscriptions is recognized over time based on the customer use period of a lifetime
subscription. The Group has estimated the expected customer use period to be two years. The
expected use period of an active user has been calculated based on the history of the annual
subscriptions and customer retention. The Group has determined there is no significant
financing element related to the lifetime subscriptions.
As the Group develop and acquire new businesses, these products are over time integrated in
relevant subscriptions as part of a customer’s access to the Kahoot! platform.
Sale of access to a digital platform - app providers
Clever provide app providers access to a digital platform used by schools to provide the
students a digital classroom. The customer of Clever is the app provider, who get access to
their users through the Clever platform. The access to the platform is the only performance
obligation.
The transaction price is a monthly fee (prepaid 12 months up-front) based on the number of
schools that are connected to the customer’s (i.e. the app providers) application. The fee is
determined based on the number of included connections. If actual connections exceed the
number of included connections, Clever will invoice the app provider for the actual number of
connections and for the remaining number of months in the subscription period.
Revenue is recognized over time and in total is equal to the amount that the Group has the
contractual right to invoice.
Sale of access to a digital platform – corporate
The Group has subscriptions on different products that grant the customers access to
platforms that enables the corporate customer to educate, communicate and support their
employees. The subscriptions are invoiced through a subscription fee (either invoiced as
prepaid 12 months or invoiced on a monthly basis).
The services include several performance obligations such as SaaS services, SMS-services,
customer support services support, content production and consultancy hours. Setup
services differs between the products. Where the set-up services cannot be performed by
other providers, the set-up is not a separate performance obligation, but included in the
GROUP ANNUAL REPORT 2022 47
subscription. If the set-up services can be performed by other providers, set-up services are
considered to be a separate distinct performance obligation.
The subscriptions delivered are cloud-based and the service cannot be used without access
to the platforms through the internet. The transaction price is allocated to the different
performance obligation according to their fair value. Variable consideration relates to
additional services. Revenue from the subscriptions is recognized over time according to the
subscription period. SMS services and customer support services are recognized over time
according to consumption. Revenue related to any additional SMS services, set-up services,
content production, support or consultancy services are recognized when the service is
performed (point in time recognition).
Partner sales
Subscriptions are also sold via a third party (though a Partner agreement). The Group provides
its subscription to customers from the Partner’s network in exchange for a fixed percentage
fee charged by the Partner. As the Group maintains control over the services provided to the
end customer the Group is considered as the principal the service delivered. Revenue from
partner sales is recognized on a gross basis with any related expenses recognized separately
as cost of sales.
Sale of apps
Kahoot! offers stand-alone apps that customers can purchase through app stores. At the time
of purchase the apps are sold and customers have access to the apps with no time limit. The
customer can benefit from the software from the time of purchase (apps received at delivery).
The value of future upgrades is regarded as insignificant by the management and are not
considered a separate performance obligation. Customers are granted a right to use the
subscription and the revenue is recognized at a point in time. The sales price is the amount
paid in the app store. The app stores are collecting the payment on behalf of the Group.
The revenue related to app purchases is recognized at a point in time
NOTE 5
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Sale to schools
The Group provides a learning tool to schools. The subscription includes a locally installed
software and a SaaS service that enable the teachers to analyze progress, providing online
learning and interaction, including managing access. Further, the student can store its
progress and continue working at any computer. Without the cloud functionality the school
will not be able to train and follow up their students in a digital way. The contract has been
determined to have one performance obligation.
The subscriptions are recognized over time according to the subscription period.
Contract liabilities
Contract liabilities relate to advances from customers for licenses paid in advance.
Description
Disaggregating of revenue
Contract assets and contract liabilities
No contract assets were recognized for the years then ended.
USD in thousands 2022 2021
Subscription revenue - recognized over time 144,622 90,081
Other revenue - recognized at point in time 988 935
Total revenue from contracts with customers 145,610 91,016
Other operating income 350 249
Total revenue and other operating income 145,960 91,265
USD in thousands 2022 2021
Contract liabilities at 1 January 60,772 30,686
Acquisition of business (note 4) - 15,075
New contract liabilities 162,977 105,853
Revenue recognized in current year (144,622) (90,081)
Exchange differences (810) (761)
Contract liabilities at 31 December 78,317 60,772
GROUP ANNUAL REPORT 2022 48
Information about major customers
The Company does not have single customers that generate 10% or more of the entity’s total
revenue.
Revenue by geography
In presenting the geographic information, revenue has been based on the geographic
location of customers.
NOTE 5 - 6 - 7
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
NOTE 6
EMPLOYEE BENEFIT EXPENSE
Accounting principles
Pension plans
The Group has a defined contribution plan for some of its employees. The Group’s payments
are recognized in the profit or loss as an employee benefit expenses for the year to which the
contribution applies.
The Group’s Norwegian entities are obligated to follow the stipulations in the Norwegian
Mandatory Occupational Pensions Act. The Group’s pension scheme adheres to the
requirements, as set in the Act.
The pension rights of the Group’s employees vary between the legal entities. However, all
plans are defined contribution plans. The defined contribution plans had 267 members in
2022 and 246 in members in 2021.
Specification of employee expenses
2)
See note 17 for further description of share-based payments.
3)
See note 4 for further description of Clever Options.
NOTE 7
OTHER OPERATING EXPENSES
Other operating cost consists of the following:
USD in thousands 2022 2021
USA and Canada 95,660 49,305
Europe 34,600 28,594
Asia Pacific 9,348 8,185
Latin America and The Caribbean 3,884 3,523
Africa, The Middle East, and India 2,468 1,658
Total revenue and other operating income 145,960 91,265
USD in thousands 2022 2021
Salaries and wages 51,783 29,910
Social security tax
1
2,823 (4,267)
Share based payments
2
16,427 10,517
Share based payments Clever Options
3
7,494 5,023
Pension expenses 670 595
Other benefits 3,770 1,457
Total 82,967 43,235
1
Of which social security tax related to share based payments (3,412) (7,552)
Average full-time employees 444 291
USD in thousands 2022 2021
IT and hosting services 15,153 8,847
Consulting services 16,278 11,062
Other operating expenses 14,792 9,824
Transaction costs 20 3,608
Listing preparation cost 175 3,011
Total other operating expenses 46,418 36,351
GROUP ANNUAL REPORT 2022 49
Specification of auditors’ fees:
NOTE 7 - 8
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
NOTE 8
INCOME TAX
Accounting principles
Income tax expenses consist of taxes payable and changes to deferred tax. Tax is recognized
in the profit or loss, except to the extent that it relates to items recognized in other
comprehensive loss or directly in equity.
Current tax
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the countries where the company
and its subsidiaries operate and generate taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation and considers whether it is probable that a taxation authority will
accept an uncertain tax treatment. The group measures its tax balances either based on the
most likely amount or the expected value, depending on which method provides a better
prediction of the resolution of the uncertainty.
Deferred tax
Deferred tax assets and liabilities are calculated on the basis of temporary differences
between the carrying amount of assets and liabilities in the financial statement and their tax
basis, together with tax losses carried forward at the balance sheet date. Deferred tax assets
and liabilities are calculated based on the tax rates and tax legislation that are expected to
apply when the assets are realized or the liabilities are settled, based on the tax rates and tax
legislation that have been enacted or substantially enacted on the balance sheet date.
Deferred tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. However, deferred tax liabilities are not recognized if they arise from the
initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination
that, at the time of the transaction, affects neither accounting nor taxable profit or loss and
does not give rise to equal taxable and deductible temporary differences.
Deferred tax assets are recognized only to the extent that it is probable that future taxable
profits will be available, against which the assets can be utilized. Deferred tax assets and
liabilities are not discounted. Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against current tax liabilities and when the
deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority
on the same taxable entity. The entities included in the consolidated financial statements are
subject to income tax in the countries where they are domiciled.
Uncertain tax positions
The Company is subject to income taxes in numerous jurisdictions. Judgment is sometimes
required in determining the provision for income taxes. There may be transactions for which
the ultimate tax determination is uncertain and may be challenged by the tax authorities. The
Company recognizes liabilities for anticipated or actual tax audit issues based on estimates
of whether additional taxes will be due. Where an outflow of funds to a tax authority is
considered probable and material and the Company can make a reliable estimate of the
outcome of the dispute, management calculates the provision using the most likely amount
or the expected value approach, depending on which is most appropriate for the uncertain
tax provision. In assessing its uncertain tax provisions, management takes into account the
specific facts of each dispute, the likelihood of settlement and professional advice where
required. Where the ultimate liability in a dispute varies from the amounts provided, such
differences could impact the current and deferred income tax assets and liabilities in the
period in which the dispute is concluded.
USD in thousands 2022 2021
Statutory audit (Deloitte) 2,336 1,646
Statutory audit (Others) 18 11
Other assurance services (Deloitte) 25 53
Tax advisory services (Deloitte) - 4
Other advisory services (Deloitte) 57 196
Total 2,436 1,910
GROUP ANNUAL REPORT 2022 50
Descriptions
Specification of income tax
Specification of deferred tax assets/liabilities recognized in the Statement of Financial
Position
Deferred tax assets
Deferred tax assets have been recognized as of 2022 following Kahoot! has proven its ability
to generate taxable income. The recognized deferred tax asset relates primarily to tax losses
carried forward in jurisdictions where Kahoot! has generated taxable income in the past few years.
Non-recognized deferred tax assets are presented in the table below.
Deferred tax assets
NOTE 8
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Reconciliation of effective tax rate
USD in thousands 2022 2021
Current tax expense 28 (260)
Deferred tax expense (8,177) (1,578)
Total income tax (8,149) (1,838)
USD in thousands
Opening
balance 2022
Charged to
income
Business
combination
Foreign
exchange
Closing
balance 2022
Fixed assets (158) (55) - - (213)
Receivables (1) 18 - - 17
Soc. sec. cost share based payments 1,558 (915) - (183) 460
Tax losses carried forward 23,042 (8,336) - (845) 13,861
Intangible assets (46,288) 3,091 - 524 (42,673)
Net deferred tax assets/(liabilities) (21,847) (6,197) - (504) (28,548)
Non-recognized deferred tax assets (24,441) 14,339 - 1,028 (9,074)
Net tax liability (46,288) 8,142 - 524 (37,622)
USD in thousands
Opening
balance 2021
Charged to
income
Business
combination
Foreign
exchange
Closing
balance 2021
Fixed assets (3) (53) (102) - (158)
Receivables 18 (21) 2 - (1)
Soc. sec. cost sharebased payments 3,982 (2,357) - (67) 1,558
Tax losses carried forward 16,104 (2,246) 9,739 (555) 23,042
Intangible assets (5,843) 1,568 (42,493) 480 (46,288)
Net deferred tax assets/(liabilities) 14,258 (3,109) (32,854) (142) (21,847)
Non-recognized deferred tax assets (20,101) 4,677 (9,639) 622 (24,441)
Net tax liability (5,843) 1,568 (42,493) 480 (46,288)
USD in thousands 2022 2021
Fixed assets (213) (158)
Receivables 17 (1)
Soc. sec. cost share based payments 460 1,558
Tax losses carried forward 8,810 23,042
Non-recognized deferred tax assets 9,074 24,441
USD in thousands 2022 2021
Profit/(loss) before income tax (5,861) (3,718)
Expected income tax assessed at the tax rate for the Parent
company of 22 % (2021: 22%)
(1,289) (818)
Adjusted for the tax effect of the following items:
Non-deductible expenses 60 973
Non-taxable income (994) (965)
Income tax credit - (270)
Share based payments 5,263 3,419
Change in unrecognized deferred tax assets (11,132) (4,158)
Other (57) (19)
Income tax (8,149) (1,838)
Effective tax rate 139,0 % 49,4 %
The non-recognized deferred tax assets will expire as follows:
USD in thousands 2022 2021
0-10 years 320 306
10-20 years 2.,188 4,114
Without time limit 6,566 20,021
Total 9,074 24,441
GROUP ANNUAL REPORT 2022 51
NOTE 9
EARNINGS (LOSS) PER SHARE
Accounting principles
Basic earnings (loss) per share is calculated by dividing the net profit/(loss) attributable to
ordinary equity holders of the parent company by the weighted average number of ordinary
shares outstanding during the period.
The calculation of diluted earnings per share is consistent with the calculation of the basic loss
per share, but at the same time gives effect to all dilutive potential ordinary shares that were
outstanding during the period, by adjusting the net profit/(loss) and the weighted average
number of shares outstanding for the effects of all dilutive potential shares, for example:
Remaining lifetime of tax losses (net tax value)
NOTE 8 - 9
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
• The net profit/(loss) for the period attributable to ordinary equity holders of the parent
company shares is adjusted for changes that would result from the conversion of the dilutive
potential ordinary shares.
• The weighted average number of shares is increased by the weighted average number of
additional ordinary shares that would have been outstanding, assuming the conversion of
all dilutive potential ordinary shares.
Description
The calculations of earnings (loss) per share attributable to the ordinary equity holders of
Kahoot! ASA are based on the following net loss and share data:
1
The Company has 32,672,717 potential dilutive shares from share options outstanding, that can
become dilutive in future periods (2021: 25,098,471).
Out of $13.9 million in tax losses in the tables above, $5.0 million has been recognized as
deferred tax assets as of 2022 (2021: $0 million).
USD in thousands 2022 2021
Denmark 1,156 1,128
Finland 320 306
Norway 4,833 10,808
UK 1,228 1,382
US 6,324 9,418
Total 13,861 23,042
USD in thousands 2022 2021
0-10 years 320 306
10-20 years 2,188 4,114
Without time limit 11,353 18,622
Total 13,861 23,042
(USD in thousands except share and per share amounts) 2022 2021
Basic earnings (loss) per share 0.00 (0.00)
Diluted earnings (loss) per share 0.00 (0.00)
Profit/(loss) for the year
Used for calculating basic earnings (loss) per share 2,288 (1,880)
Used for calculating diluted earnings (loss) per share 2,288 (1,880)
Weighted average number of shares used as the
denominator in calculating basic earnings (loss) per share 489,207,380 465,851,001
Weighted average number of shares outstanding for diluted earnings
(loss) per share
1
499,062,183 465,851,001
GROUP ANNUAL REPORT 2022 52
above. Where no internally generated intangible asset can be recognized, development
expenditure is recognized in the income statement in the period in which it is incurred.
The continual enhancement of the Kahoot! platforms is a key strategy to achieve the Group’s
goals, as the Kahoot! Group operates in a competitive environment, with well-funded and
innovative competitors. Failure to maintain the pace of change and technology development
would lead to a reduction in economic returns. The Kahoot! Group continues to invest in the
functionality of its products and to improve the experience for all of its users and there is
judgment in how to account for this subsequent expenditure on its existing intangible assets.
Judgment is required in evaluating whether subsequent development expenditure is to
be capitalized as an internally generated intangible asset or expensed as incurred. The key
elements of judgment are whether the development project will generate incremental
probable future economic benefit and which projects result in substantial improvements that
increase the functionality of the asset. Economic benefit is determined as either an increase
in revenues or reduction in costs. Only those projects that are a substantial improvement and
that result in direct and incremental economic benefit will be capitalized.
The expensed cost related to research and development of the technology amounted to USD
18,525 thousand in 2022 (USD 10,329 thousand in 2021).
NOTE 10
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
NOTE 10
INTANGIBLE ASSETS
Accounting principles
Intangible assets acquired separately that have a finite useful life are carried at cost less
accumulated amortization and any impairment charges. Amortization is calculated on a
straight-line basis over the assets’ expected useful life and adjusted for any impairment
charges. Brands with an indefinite useful life will be tested annually for impairment.
Internally generated intangible assets
Expenditures on research activities, undertaken with the prospect of gaining new technical
knowledge and understanding, are recognized in profit or loss as incurred.
Expenditures on development activities are capitalized, if, and only if, all of the following
conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use
or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during
its development
Capitalized development costs include costs directly attributable to development of the
intangible, such as personnel expenses and consultancy services. Otherwise, such expenses
are expensed as and when incurred.
The amount initially recognized for the internally generated asset is the sum of expenditure
incurred from the date when the intangible asset first meets the recognition criteria listed
GROUP ANNUAL REPORT 2022 53
NOTE 10
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
USD in thousands
Internally
generated
intangible
assets Technology Brands
Customer
relationships Other Total
Cost
Cost at 1 January 2021 4,528 30,186 3,614 - 274 38,602
Additions 1,477 1,801 - - - 3,278
Acquisition of business (note 4) - 35,975 77,714 33,511 104 147,304
Exchange differences (159) (2,394) (469) (77) (1) (3,100)
Cost at 31 December 2021 5,846 65,568 80,859 33,434 377 186,084
Additions 528 - - - - 528
Exchange differences 1 (2,240) (759) (118) - (3,116)
Cost at 31 December 2022 6,375 63,328 80,100 33,316 377 183,496
Amortization and impairment
Accumulated at 1 January 2021 2,717 1,330 30 - 152 4,229
Amortization for the year 1,718 5,723 218 1,164 25 8,848
Exchange differences (19) (243) (12) (3) - (277)
Accumulated at 31 December 2021 4,416 6,810 236 1,161 177 12,800
Amortization for the year 576 8,432 194 3,334 34 12,570
Exchange differences (204) (405) (11) (11) - (631)
Accumulated at 31 December 2022 4,788 14,837 419 4,484 211 24,739
Carrying amount at 31 December 2021 1,430 58,758 80,623 32,273 200 173,284
Carrying amount at 31 December 2022 1,587 48,491 79,681 28,832 166 158,757
Amortization method Linear Linear Linear Linear Linear
Estimated useful life 3-5 years 5-8 years 5 years - Indefinite 10 Years 10 Years
GROUP ANNUAL REPORT 2022 54
NOTE 11
GOODWILL AND IMPAIRMENT
Accounting principles
Goodwill
Goodwill does not generate cash flows independently from other assets or groups of assets,
and is allocated to the cash-generating units expected to benefit from the synergies of the
combination that gave rise to the goodwill. A cash-generating unit is the smallest identifiable
group of assets that generates cash inflows that are largely independent of the cash inflows
from other assets or group of assets.
As of 31 December 2022, goodwill relates entirely to the acquired companies. Goodwill in the
acquisitions of Dragonbox, Poio, Actimo, Drops, Whiteboard and Motimate are all allocated to
Kahoot! Group level. Synergies from these acquisitions are expected to be realized at Kahoot!
Group level through the integration of these products in the Kahoot! subscriptions. Goodwill
in the acquisition of Clever is allocated to Clever and Kahoot! Group level.
As of 31 December 2022 Actimo, Drops, Whiteboard and Motimate are separate cash-
generating units, but for the purpose of goodwill impairment testing, they form a group of
cash-generating units together with the inflows stemming from the Kahoot! product
(Kahoot!
excluding acquired business). Clever is a separate cash-generating unit that is tested separately.
Impairment of assets
Cash-generating units to which goodwill has been allocated, are tested for impairment
annually or more frequently if there is any indication that the cash-generating unit may be impaired.
An impairment loss is recognized for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value,
less costs to sell, and value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value, using a discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or the cash-
generating unit to which the asset belongs. If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit, the impairment loss is allocated first to
NOTE 11
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets
of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
If it is not possible to estimate the recoverable amount of an individual asset, the group
determines the recoverable amount of the cash-generating unit to which the asset belongs.
An impairment loss recognized for goodwill is not reversed in a subsequent period.
Intangible assets with a definite useful life and property plant and equipment are tested for
impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
Intangible assets with an indefinite useful life and intangible assets not yet available for use
are tested for impairment annually by comparing its carrying amount with its recoverable
amount. And whenever there is an indication at the end of a reporting period that the asset
may be impaired.
Description
The Group had goodwill and intangible assets related to the acquisitions of DragonBox and
Poio in 2019, Actimo and Drops in 2020 and Whiteboard, Motimate and Clever in 2021, see note 4.
The Group has also acquired brands as part its intangible assets. Brands are considered to
have an indefinite useful life as the Group expects to continually sell products under the
respective acquired brands.
The carrying amounts of goodwill and intangible assets with an indefinite useful life are as follows:
USD in thousands 2021
Exchange
difference 2022
Kahoot! 219,731 (7,269) 212,462
Clever 274,699 - 274,699
Total goodwill 494,430 (7,269) 487,161
Intangible assets - brands 79,524 (681) 78,843
GROUP ANNUAL REPORT 2022 55
Impairment test 2022
Goodwill was tested for impairment at the end of 2022. No impairment losses were identified
in 2022, as the determined recoverable amount was above the carrying value.
Significant estimation uncertainty
When testing goodwill, management used a four-year (2021: five-year) board approved
forecast projection of discounted cash flows (2023-2026) plus terminal value (calculated using
Gordon’s growth model with the perpetual growth of 2.0%). The net discounted cash flows
were calculated after tax. The projected cash flows were derived from the business plans set
up by the management based on the business plans resulting in the group’s strategic long-
term plans, adjusted for relevant recent changes in internal short-term forecasts. The main
input parameters in the model were:
• Invoiced revenue
• Operational cost base.
Invoiced revenue is the amount invoiced to customers in the relevant period. The model
input uses Invoiced revenue with implied compound annual growth rate in the period 2023
to 2026 exceeding 20%. The revenue growth thereafter is captured in the terminal value, see
description above on applied method and assumptions. The operational cost base is defined
as cost of sales, employee benefit expenses and other operating expenses with cash outflow
effect in the relevant period. The operational cost base is derived from the internal business
plan set up by management adjusted for relevant changes in internal short-term forecasts,
such as actual operational cost base at year-end 2022. The implied cash-margin pre-tax
(defined as invoiced revenue for the relevant period minus the operational cost base for the
relevant period) for 2023 through 2026 is converging to exceed 40%.
The required rate of return was calculated using the WACC method. The input data of
the WACC was chosen by an individual assessment of each parameter. Information from
representative sources and peer groups was used to determine the best estimate. The WACC
was calculated to be 10.5% (2021: 8.6%). The same WACC was used for both CGUs, the reason
being that the long-term risk profiles of the CGUs are not considered to be significantly
different. The key parameters were set to reflect the underlying long-term period of the assets
and time horizon of the forecast period of the business cases. The following parameters were
applied:
• Risk-free interest rate: 3.9% (2021: 1.4%). Based on weighted 10-year governmental bond
derived and weighted from the markets in which Kahoot! derives its revenue from
• Beta: 1.1 (2021: 1.2). Based on an estimated unlevered beta for peer companies chosen on
basis of industry sector levered to the group’s structure.
• Market Risk Premium: 6.0% (2021: 6.0%) (post tax). Based on market sources.
Sensitivity analysis
The Group has prepared a sensitivity analysis of the impairment tests to changes in the key
assumptions which are terminal growth rate and discount rate. Any reasonably possible
changes in the key assumptions would not cause the aggregate carrying amount exceeding
the recoverable amount.
NOTE 11 - 12
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
NOTE 12
PROPERTY, PLANT AND EQUIPMENT
Accounting principles
Property, plant and equipment are stated at historical cost, less accumulated depreciation
and any impairment charges. Depreciation is calculated on a straight-line basis over the
assets’ expected useful life and adjusted for any impairment charges. Ordinary repairs and
maintenance costs are charged to the consolidated statement of profit or loss during the
financial period in which they are incurred. Gains and losses on disposals are determined by
comparing the disposal proceeds with the carrying amount and are included in operating
profit. Major assets with different expected useful lives are reported as separate components.
Property, plant and equipment are reviewed for potential impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset exceeds its
recoverable amount.
GROUP ANNUAL REPORT 2022 56
NOTE 13
LEASING
NOTE 12 - 13
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
The difference between the asset’s carrying amount and its recoverable amount is recognized
in the profit or loss statement as an impairment loss. Property, plant and equipment that have
suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
Description
Accounting policies
Contracts may contain both lease and non-lease components. The Group allocates the
consideration in the contract to the lease and non-lease components based on their relative
stand-alone prices. The lease agreements do not impose any covenants.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the fixed payments. Currently the company has one
long-term lease contract, which relates to the head-office.
The lease payments are discounted using the lessee’s incremental borrowing rate, being the
rate that the individual lessee would have to pay to borrow the funds necessary to obtain an
asset of similar value to the right-of-use asset in a similar economic environment with similar
terms, security and conditions.
To determine the incremental borrowing rate, the Group uses a build-up approach that starts
with a risk-free interest rate similar to the length of the lease adjusted for margin relevant for
the company and the assets held by the Group.
The Group is exposed to potential future increases in variable lease payments based on an
index, which are not included in the lease liability until they take effect. When adjustments
to lease payments based on an index or rate take effect, the lease liability is reassessed and
adjusted against the right-of-use asset. Lease payments are allocated between principal and
finance cost. The finance cost is charged to profit or loss over the lease period so as to produce
a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the amount of the initial measurement
of lease liability, lease payments made at or before the commencement day, less any lease
incentives received and any initial direct costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and
the lease term on a straight-line basis. The right-of-use assets are reviewed for potential
impairment whenever events or changes in circumstances indicate that the carrying amount
of the asset exceeds its recoverable amount.
USD in thousands
Equipment and
fixtures
Cost at 1 January 2021 729
Additions 216
Acquisition of business (note 4) 361
Exchange differences (12)
Cost at 31 December 2021 1,294
Additions 1,280
Acquisition of business (note 4) -
Exchange differences (1)
Cost at 31 December 2022 2,573
Depreciation
Accumulated at 1 January 2021 320
Depreciations for the year 351
Exchange differences (10)
Accumulated at 31 December 2021 661
Depreciations for the year 540
Exchange differences -
Accumulated at 31 December 2022 1,201
Carrying amount at 31 December 2021 633
Carrying amount at 31 December 2022 1,372
Depreciation method Linear
Estimated useful life 3 to 5 years
GROUP ANNUAL REPORT 2022 57
NOTE 13
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Payments associated with short-term leases and all leases of low-value assets are recognized
on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term
of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.
The head office lease agreements include termination option and extension options. The
termination option includes a significant fee. It is the management intention to not early
terminate the contract. Further, due to the significant growth, they will need more space
going forward and no extension is expected.
IT and hosting services are expensed as part of other operating expenses. Hosting
agreements for physical servers are within scope of IFRS 16 and deemed to be short-term
leases as the contracts can be cancelled within a few months by both parties with no
substantial economic penalty. Cloud storage agreement contracts have been evaluated by
management as outside the scope of IFRS 16 as leases, as there is no identifiable asset. The
service purchased is cloud storage capacity not connected to any specific server location.
Description
The Group’s lease agreements include the offices, cars and hosting agreements for specific
servers. The head office lease was entered into in December 2018 and was recognized using
an incremental borrowing rate of 2.9%. Other office leases have been recognized using
incremental borrowing rate ranging from 2.4% to 5.1%. Hosting agreements are defined as
short-term leases and not recognized as part of the right-of-use assets and lease liabilities.
Carrying amount of right-of-use assets by class of underlying asset
Lease liabilities
Amounts recognized in the consolidated statement of profit or loss
The total cash outflow for leases including short-term and low value leases in 2022 was $3,372
thousand (2021: $2,337 thousand). Additions to right-of use assets were $4,652 thousand in
2022 (677 thousand in 2021).
Maturity profile lease liability
USD in thousands 31.12.2022 31.12.2021
Buildings 6,067 2,904
Cars 5 24
Total right-of-use assets 6,072 2,928
Useful life 2-7 years 2-7 years
Depreciation method Straight-line Straight-line
USD in thousands 31.12,2022 31.12,2021
Current 2,083 1,007
Non-current 4,337 2,044
Total lease liabilities 6,420 3,051
USD in thousands 2022 2021
Depreciation of right of use asset 1,541 1,006
Interest expense 161 89
Expenses relating to short-term leases 1,902 1,247
Expenses relating to leases of low-value 14 10
USD in thousands
Less than 1
year 1-3 years 3-5 years Over 5 years
Total contractual
cash flows
Lease liabilities 31 December 2022 2,572 4,612 1,649 - 8,832
Lease liabilities 31 December 2021 2,152 4,358 3,518 1,164 11,192
GROUP ANNUAL REPORT 2022 58
Reconciliation of lease financing liabilities cash and non-cash changes activities:
NOTE 14
TRADE RECEIVABLES
NOTE 13 - 14
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Accounting policies
Trade receivables are initially measured at fair value. Trade receivables are non-interest bearing
and trading terms range from 0 to 60 days and therefore classified as current. The receivables
are subsequently measured at amortized cost using the effective interest method, if the
amortization effect is material, less loss allowance.
Due to the short-term nature of the trade receivables, their carrying amount is considered to
be the same as the transaction price.
Loss allowance and risk exposure
The Group applies the simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all trade receivables.
The expected loss rates are based on payments profiles and customer contracts in the
previous years. The majority of the Group’s revenue is invoiced annually in advance with
immediate payment through automated sales.
Receivables are grouped into categories and the expected loss rates reflect the Group’s ability
on collecting once receivables are overdue.
Description
Trade receivables are generated primarily from sales of Kahoot! school to schools and
municipalities.
The basis for the loss allowance was determined as follows:
USD in thousands 2022 2021
Opening balance 1 January 3,051 3,276
Cash changes
Repayments of lease liabilities (1,295) (991)
Paid interest on lease liabilities (161) (89)
Non-cash changes
Initial recognition of new leases 4,652 677
Index regulation 154 172
Accrued interest 161 89
Currency translation effects (142) (83)
Closing balance 31 December 6,420 3,051
USD in thousands 2022 2021
Trade receivables 18,896 12,187
Loss allowance -418 -423
Total trade receivables, net 18,478 11,764
31 December 2022
USD in thousands Current
More than
30 days
past due
More than
60 days
past due
More than
120 days
past due Total
Expected loss rate 1.0 % 2.0 % 5.0 % 30.0 %
Gross carrying amount - trade
receivables 16,169 848 1,293 586 18,896
Loss allowance - trade receivables 162 17 64 175 418
31 December 2021
USD in thousands Current
More than
30 days
past due
More than
60 days
past due
More than
120 days
past due Total
Expected loss rate 1.0 % 2.0 % 5.0 % 50.0 %
Gross carrying amount - trade
receivables 10,427 610 598 553 12,187
Loss allowance - trade receivables 104 12 30 277 423
GROUP ANNUAL REPORT 2022 59
Movements in the provision for expected credit losses:
NOTE 14 - 15 - 16 - 17
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
NOTE 15
OTHER CURRENT ASSETS
Other current assets consist of the following:
Deferred cost of sales relates to app store costs where the related revenue is deferred.
NOTE 16
CASH AND CASH EQUIVALENTS
Accounting policies
Cash and cash equivalents include bank deposits. Cash and cash equivalents in foreign
currencies are translated at closing rate. The consolidated statement of cash flows is
presented using the indirect method.
Description
NOTE 17
SHARE-BASED PAYMENTS
Accounting policies
Share-based payment (share options and restricted share units (“RSUs”))
Share-based compensation benefits are provided to employees.
Equity-settled, share-based payments are measured at fair value (excluding the effect of non-
market-based vesting conditions) at the grant date. The fair value is expensed over the vesting
period as an employee benefit expense, with a corresponding increase in equity. The vesting
period is the period over which all the specified vesting conditions are to be satisfied. At the
end of each period, the Group revises its estimates of the number of options that are expected
to vest, based on the non-market vesting conditions. It recognizes the impact of the revision
to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
The fair value of the share options at the grant date is determined using the Black-Scholes-
Merton option pricing model, which takes into account the exercise price, the life of the
option, the current price of the underlying shares, the expected volatility of the share price,
any dividends expected on the shares and risk-free interest rate for the life of the option. The
expected share price volatility is based on historical volatility for a selection of comparable
listed companies adjusted with a premium taking into account the maturity of the peers
compared to the Group. The risk-free interest rate is based on zero-coupon government
bonds with a term equal to the expected term of the option being valued. The fair value of the
USD in thousands 2022 2021
Balance at the beginning of the year 423 47
Provision for expected credit losses 628 550
Business combinations (note 4) - 254
Amounts written off during the year as uncollectable (554) (426)
Impairment losses reversed (79) (1)
Balance at the end of the period 418 423
USD in thousands 2022 2021
Deferred cost of sales 1,421 1,706
Inventory 118 103
Prepaid expenses 2,597 2,200
Other receivables 1,292 1,295
Total other current assets 5,428 5,304
USD in thousands 2022 2021
Bank deposits 104,799 107,765
Total cash and cash equivalents 104,799 107,765
Restricted cash included in the above:
Withholding tax in relation to employee benefits 698 698
Deposits 1,621 703
GROUP ANNUAL REPORT 2022 60
restricted share units (“RSUs”) at grant date is determined using the exercise price and the
current price of the underlying shares.
Social security contributions payable in connection with an option and RSU grant are
considered an integral part of the grant itself. The charges are treated as cash-settled, share-
based payments and re-measured at each reporting date.
When the options and RSUs are exercised, the appropriate number of shares are transferred
to the employee. The proceeds received from the exercise of the options (net of any directly
attributable transaction costs) are credited directly to equity.
Share-based payment Clever Options
With respect to the Clever Options (see note 4 for further details), there are specific
accounting requirements following IFRS 3 – Business Combinations paragraph B55(a) and
associated IFRIC (“IFRS Interpretation Committee”) agenda decision, requiring that amounts
that an individual employee would forfeit were they to leave service immediately after the
acquisition are not part of the business combination, and should instead be recognised as a
post-combination expense. The amount attributable to the Clever Options $14,874, related
to the portion of unvested share-based payment awards, subject to forfeitures, is therefore
not included in the purchase consideration, but are to accrete over time (included as part of
employee benefit expense) following the vesting plan for the Clever Options.
Components of share-based payments in profit or loss:
NOTE 17
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Share options
Kahoot! has had long-term share incentive schemes in place since 2015. The share incentive
schemes have since the start been broad schemes and includes all employees in the Group
and selected contractors in-line with our core company value of inclusiveness.
To further align the interests of the employees by those of the Company, the Board of
Directors on 21 May 2020, resolved to implement a long-term share incentive scheme, (the
“2020 Share Option Rules”). The 2020 Share Option Rules was implemented following expiry
of the share incentive scheme implemented by the Board of Directors on 10 August 2017 (the
“2017 Share Option Rules”).
Rights to acquire shares in the Company (the “Options”) are granted by the Company on an
individual basis to participants in the scheme (each an “Option Holder”). Each Option gives the
Option Holder the right, but not the obligation, to subscribe for or purchase (at the Company’s
choice) one Share in the Company at a strike price defined in the individual share option
agreement.
Options issued under the 2017 Share Option Rules vest as follows: (i) 25% of the Options are
vested 12 months after grant date; and (ii) 1/36 of the remaining Options shall vest each month
thereafter.
Options issued under the 2020 Share Option Rules vests according to one of the three
following vesting schedules, or a combination of all three; (A): (i) 50% of the Options are vested
12 months after grant date; and (ii) the remaining 50% of the Options are vested 24 months
after grant date, and the last possible exercise is four years after grant date; (B): (i) 1/3 of the
Options are vested 12 months after grant date; (ii) the next 1/3 of the Options are vested 24
months after grant date; and (iii) the remaining 1/3 of the Options are vested 36 months after
grant date, and the last possible exercise is four years after grant date; or (C): (i) 1/3 of the
Options are vested 24 months after grant date; (ii) the next 1/3 of the Options are vested 36
months after grant date; and (iii) the remaining 1/3 of the Options are vested 48 months after
grant date, and the last possible exercise is five years after grant date.
The Options will be adjusted for share splits, reverse share splits and dividends, but not for
rights offerings. The Company shall reserve the right to cash settle the Options. Specific
terms
pertaining to the Options are set out in agreements between Option Holders and the Company.
USD in thousands
2022 2021
Share options - equity settled (note 6)
10,919
10,517
Restricted Share Units - equity settled (note 6)
5,508
-
Share options - Clever options (note 4)
7,494 5,023
Social security tax related to share based payments (note 6)
(3,412) (7,552)
Total 20,509 7,988
GROUP ANNUAL REPORT 2022 61
Parameters connected to share options granted:
1
Weighted average parameters at grant of instrument.
NOTE 17
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Outstanding Share options:
1
Weighted average remaining contractual life of options outstanding at end of period.
2
Exercise price was determined to be NOK 21 on the basis of price quoted for trades in the
Company’s shares in the period prior to the Company’s annual general meeting in 2022.
Granted Share Options
2022 2021
Quantity 31.12 (instruments) 10,341,500 9,082,000
Quantity 31.12 (shares) 10,341,500 9,082,000
Contractual life
1
4.01 4.71
Exercise price (NOK)
1
21.93 48.42
Share price (NOK)
1
20.01 55.69
Expected lifetime
1
2.78 3.04
Volatility
1
42% 45%
Interest rate
1
2.68% 0.91%
Fair Value per instrument (NOK)
1
5.31 20.53
Vesting conditions Service Service
31 December 2022 31 December 2021
Grant Year
Exercise
price
(NOK)
Number of
instruments
outstanding
Remaining
contractual
life
1
Number of
instruments
outstanding
Remaining
contractual
life
1
2017 1.67 4,363,530 0.75 7,548,675 0.75
2018 3.33 173,000 0.75 223,000 1.75
2018 6.67 503,637 0.86 855,130 1.87
2019 8.33 433,300 1.67 467,000 2.67
2019 10.00 37,500 1.84 51,000 2.92
2019 16.00 855,250 1.25 904,250 2.25
2019 16.67 75,000 1.92 150,000 2.92
2020 20.00 1,217,250 1.37 1,248,750 2.37
2020 22.00 732,482 2.07 - 0.00
2020 28.00 300,000 2.42 300,000 3.43
2020 31.00 19,751 1.57 76,000 3.51
2020 36.00 - - 50,416 3.69
2020 37.00 466,916 1.98 1,403,495 3.76
31 December 2022 31 December 2021
Grant Year
Exercise
price
(NOK)
Number of
instruments
outstanding
Remaining
contractual
life
1
Number of
instruments
outstanding
Remaining
contractual
life
1
2020 50.00 13,750 1.86 208,998 3.87
2020 56.00 411,000 2.92 2,042,083 3.92
2020 58.30 487,584 2.00 685,674 3.92
2021 21.00 883,500 2.98 - 0.00
2021 22.00 2,023,222 2.74 - 0.00
2021 41.00 315,500 2.93 1,688,250 4.54
2021 48.00 530,000 3.25 4,575,000 4.25
2021 50.00 56,250 2.94 296,250 4.92
2021 59.00 507,500 2.89 1,247,250 4.44
2021
2
- 0.00 1,077,250 3.69
2022 21.00 7,485,000 3.52 - -
2022 22.00 1,518,543 3.36 - -
2022 24.00 243,000 3.54 - -
2022 25.00 320,000 3.46 - -
2022 27.00 105,000 3.32 - -
2022 32.00 110,000 3.28 - -
Total 24,187,465 25,098,471
GROUP ANNUAL REPORT 2022 62
Quantity and weighted average prices
Share options:
1
The instruments were exercised at a share price of NOK 21.00 in 2022 and NOK 64.00 in 2021.
2
In 2022, share option holders were offered to convert certain share options granted prior to 2022
into a revised lower number of share options with a reduced strike price. The conversion criteria were
calculated and performed at the equilibrium where the fair value of the instruments before and
after the modification remained unchanged. As such, the modification of the share options was cost
neutral for Kahoot! The fair value of the modified share options was calculated in accordance with
the principle described above for share option granted during the year. The following parameters
were used to calculate fair value of the (connected to the) modified share options: Contractual life
(2.85 years), exercise price (NOK 22), share price (NOK 19.64), expected lifetime (2.85 years), volatility
(74.83%) and interest rate (3.06%). The weighted average fair value per instrument was NOK 8.97.
NOTE 17
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Restricted Share Units
To further align the interests of the relevant persons with those of the Group, Restricted Share
Units (RSUs) may be offered to employees, consultants and members of the board of directors
as part of the total compensation package.
The RSUs are granted by the Company on an individual basis to selected recipients as
mentioned above (each an “RSU Holder”) The number of RSUs issued to each of the RSU
Holders will be calculated on the basis of an amount determined for the RSU Holder and the
volume weighted average price for the Company’s shares the last thirty trading days prior
to the grant date. Except for internal transfers to the RSU Holder’s holding company, each
RSU will be non-transferrable and each RSU will give the right and obligation to acquire one
share in the Company for a price of NOK 0.10 (the nominal value) subject to satisfaction of the
applicable vesting conditions.
RSUs will vest over a period of three years after grant date, and the last possible exercise is four
years after grant date. The RSUs will vest in accordance with the above unless early vesting is
approved by the Company’s board of directors.
The terms and conditions of the RSUs shall include leaver provisions for the RSU Holders. For
Board Members is a condition for exercise of RSUs that (i) the RSU Holder is engaged at the
Company at the exercise date and (ii) the RSU Holder not having notified the Company prior
to the exercise date of the RSU Holder’s intention leave the Company in his/her capacity.
Other
terms and conditions for RSUs to Board Members may be determined by the general meeting.
The RSUs will be adjusted for share splits and reverse share splits, but not for dividends or
rights offerings. Additional terms pertaining to the RSUs are set out in an agreement between
the RSU Holder and the Company.
Parameters connected to RSUs granted:
1
Weighted average parameters at grant of instrument.
2022 2021
Number of
instruments
Weighted
average
exercise price
(NOK)
Number of
instruments
Weighted
average
exercise price
(NOK)Activity
As of 1 January 25,098,471 31.37 20,081,975 19.68
Granted during the year 10,341,500 21.59 9,082,000 48.42
Exercised during the year
1
(3,583,225) 2.47 (3,195,100) 2.77
Forfeited during the year (3,427,278) 41.44 (870,404) 44.82
Modified during the year
2
(4,242,003) 22.04 - -
Outstanding at 31 December 24,187,465 20.43 25,098,471 31.37
Vested per 31 December 9,989,729 11,050,863
Granted Restricted Share Units (“RSUs”)
2022 2021
Quantity 31.12 (instruments) 8,852,752 -
Quantity 31.12 (shares) 8,852,752 -
Contractual life
1
4.00 -
Exercise price (NOK)
1
0.10 -
Share price (NOK)
1
19.21 -
Dividend
1
- -
Fair Value per instrument (NOK)
1
19.11 -
Vesting conditions
Service
-
GROUP ANNUAL REPORT 2022 63
Outstanding Restricted Stock Units (“RSUs):
1
Weighted average remaining contractual life of RSUs outstanding at end of period.
NOTE 18
EQUITY
Share capital and share premium
Kahoot! ASA only has one class of shares and all shares have the same voting rights. The
shareholders are entitled to receive dividends as and when declared and are entitled to one
vote per share at General Meetings of the Company.
The share capital is fully paid and has a par value of NOK 0.10.
At the Annual General Meeting of Kahoot! ASA on 27 May 2022, the Board of Directors were
authorized to increase the share capital by up to NOK 9 million through the issuance of up
to 90 million new shares in connection with (i) mergers, acquisitions, equity raises and (ii)
exercise of share options. The Board of Directors were authorized to acquire treasury shares
with a total nominal value of up to NOK 1.5 million.
Information relating to the Group’s Employee Option Plan, including details of options issued,
exercised and lapsed during the financial year and options outstanding at the end of each
reporting period, is set out in note 17.
NOTE 17 - 18
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Quantity and weighted average prices
Restricted Share Units (“RSUs”):
2022 2021
Number of
instruments
Weighted
average
exercise price
(NOK)
Number of
instruments
Weighted
average
exercise price
(NOK)Activity
As of 1 January - 0.00 - -
Granted during the year 8,852,752 0.10 - -
Exercised during the year
- 0.00 - -
Forfeited during the year (367,500) 0.10 - -
Modified during the year - - -
Outstanding at 31 December 8,485,252 0.10 - -
Vested per 31 December - -
Total number
of shares
authorized,
issued and
outstanding
Share capital
(NOK)
Share capital
(USD)
Balance at 1 January 2021 446,091,967 44,609,197 5,228,090
Issued during the year 40,489,512 4,048,951 479,265
Balance at 31 December 2021 486,581,479 48,658,148 5,707,355
Issued during the year 6,254,570 625,457 65,358
Balance at 31 December 2022 492,836,049 49,283,605 5,772,713
31 December 2022 31 December 2021
Grant Year
Exercise
price
(NOK)
Number of
instruments
outstanding
Remaining
contractual
life
1
Number of
instruments
outstanding
Remaining
contractual
life
1
2022 0.10 8,485,252 3.51 - -
Total 8,485,252 -
GROUP ANNUAL REPORT 2022 64
The table below shows the development in the Company’s share capital in 2021 and 2022:
1
) Share option exercise with NOK strike price:
31/20/17.13/16.06/16/13.3333/10/8.3333/6.6667/1.6667
2
) Share issue with NOK subscription price: 93.90/64.77/48.08
3
) Share issue with NOK subscription price: 64.77/48.08/47.06/38.24/36.42/34.55/32.34/31.63
4
) Share issue with NOK subscription price: 64.77/48.08//31.63/0.10
5
) Share issue with NOK subscription price: 64.77/48.08/31.63
6
) Share issue with NOK subscription price: 16.67/16.00/10.00/8.33/6.67/3.33/1.67
Share-based payments reserves
The share-based payments reserve represents the offsetting amountto employee expense
and any related foreign translation effects. The reserve is fully distributable.
Foreign currency translation reserves
Exchange differences arising from the translation of the foreign entities are recognized in
other comprehensive income and accumulated in a separate reserve within equity. The
cumulative amount is reclassified to profit or loss upon disposal of the net investment.
NOTE 18
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Date of
registration Type of change
Change in
share capital
(NOK)
New
share capital
(NOK)
Nominal value
(NOK)
Total number of
shares authorized,
issued and
outstanding
Subscription price
per share (NOK)
24 Feb 21 Share capital increase 12,162 44,621,359 0.1 446,213,585 116.30
9 Mar 21 Share capital increase 18,489 44,639,848 0.1 446,398,477 110.39
27 Apr 21 Share capital increase 110,499 44,750,347 0.1 447,503,471 93.90
3 May 21 Share capital increase 18,604 44,768,951 0.1 447,689,510 86.62
20 May 21 Share capital increase 2,500,000 47,268,951 0.1 472,689,510 68.00
10 Sep 21 Share capital increase 319,510 47,588,461 0.1 475,884,610 1)
17 Sep 21 Share capital increase 730,077 48,318,538 0.1 483,185,375 64.77
16 Dec 21 Share capital increase 339,610 48,658,148 0.1 486,581,479 2)
01 Mar 22 Share capital increase 256,967 48,915,115 0.1 489,151,150 3)
10 Jun 22 Share capital increase 6,249 48,921,364 0.1 489,213,641 4)
14 Sep 22 Share capital increase 3,918 48,925,282 0.1 489,252,824 5)
17 Nov 22 Share capital increase 358,323 49,283,605 0.1 492,836,049 6)
GROUP ANNUAL REPORT 2022 65
NOTE 19
FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Accounting principles
Financial liabilities regularly give rise to a redemption obligation in cash or another financial
asset. These include, among others, trade payables.
Upon initial recognition, financial liabilities are measured at fair value. Trade payables and
other non-derivative financial liabilities are subsequently measured at amortized cost using
the effective interest method. A financial liability is derecognized when the obligation
underlying the liability is discharged, canceled or expired.
Determination of fair value of financial instruments
The fair value of financial instruments are based on quoted prices as at the balance sheet
date in an active market, if such markets exist. If an active market does not exist, fair value is
established by using valuation techniques that are expected to provide a reliable estimate
of the fair value. Financial instruments measured at fair value are classified according to the
degree to which the fair value is observable:
• Level 1: Fair value measurements are those derived from quoted prices (unadjusted) in
active markets for identical assets or liabilities.
• Level 2: Fair value measurements are those derived from inputs other than quoted prices
included within level 1 that are observable for the asset or liability, either directly (that is, as
prices) or indirectly (that is, derived from prices).
• Level 3: Fair value measurements are those derived from valuation techniques that include
inputs for the asset or liability that are unobservable market data.
Changes in fair value are presented in profit or loss in the line-item Net change in fair value of
financial instruments.
Critical accounting estimates and significant estimation uncertainty
Measurement of the contingent consideration liabilities relating to the business combinations
in 2021 (note 4) required the use of critical accounting estimates when valuing the fair value
of the liability. The fair value of contingent liabilities is determined by certain criteria and
thresholds achieved after the close of the business combination.
The earnout relating to Whiteboard is determined based on invoiced revenue targets in 2021
and 2022 subject to EBITDA-margin and net cash flow conversion conditions. The earnout
relating to Motimate is determined based on achieving a pre-specified threshold of active
and paying licenses and a pre-specified threshold of revenue churn on existing customer
base at the time of acquisition. The earnout relating to Clever is determined based on
invoiced revenue and cash-from-operations targets in 2021 and 2022 and pre-specific product
achievement milestones in 2021, such as launching an updated version of the messaging
system within the Platform. The earnout relating to Actimo (acquired in 2020) is determined
based on the Annual Recurring Revenue (ARR) as of 31 March 2021. The earnout relating to
Drops (acquired in 2020) is determined based on invoiced revenue targets in 2020, 2021 and
2022 subject to a net cash flow conversion condition.
Given the contingent consideration liability will be settled in the future, the discounted cash
flow method was used to capture the fair value of the contingent liability. The discount rate is
estimated using the risk-free rate in which the acquired companies operate, market premium,
asset beta, small stock and country risk premium. It is assumed that equity financing is the
optimal capital structure as of reporting date.
NOTE 19
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
GROUP ANNUAL REPORT 2022 66
Description
Specification of Trade payables, Other current liabilities and Other non-current liabilities
Contingent consideration is presented within other current liabilities and other non-current
liabilities. The contingent liability is measured at fair value through profit and loss. Net
change in fair value for the year ended 2022 was $3,415 thousand (2021: $2,594 thousand)
and presented in the consolidated statement of profit or loss as net change in fair value of
financial instruments. The contingent consideration liability is measured according to level 3
in the hierarchy.
Deferred consideration is presented within other current liabilities and other non-current
liabilities. The recognized, unpaid portion of Clever Options (note 4) is presented within
deferred consideration liability. The deferred consideration liability is measured at amortized cost.
The main level 3 inputs used in assessing the fair value of the contingent consideration
(earnout) is forecast of probability of different cash outflow scenarios and discount rate. The
discount rates applied range between 4.5% and 12.8%, whereas the probability of the different
cash outflows scenarios varies from 0% to 100%. All the remaining contingent consideration
was settled in the first quarter of 2023.
Sensitivity analysis
The sensitivity of the fair value of the earnout based on a 25% increase or decrease of the
probability of cash outflow or discount rate is as follows:
Financial instruments
NOTE 19
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
USD in thousands 2022 2021
Trade payables 4,654 5,359
Other current liabilities:
Contingent consideration 20,805 40,983
Deferred consideration 4,763 3,056
Provision for social security tax share based-payment (note 17) 2,093 7,080
Other current payables 9,443 7,435
Total trade payables other current liabilities 41,758 63,913
Other current liabilities:
Contingent consideration - 24,998
Deferred consideration 9,418 15,323
Other non-current liabilities 291 244
Total other non-current liabilities 9,709 40,565
USD in thousands 25% increase 25% decrease
Change in probability of cash outflow 1,168 (4,018)
Change in discount rate (63) 64
USD in thousands 2022 2021
Financial instruments measured at amortized cost:
Trade receivables 18,478 11,764
Cash and cash equivalents 104,799 107,765
Other current assets 5,428 5,304
Trade payable (4,654) (5,359)
Other non-current liabilities (see note 19) (9,709) (7,587)
Other current liabilities (see note 19) (16,299) (25,551)
Net financial instruments measured at amortized cost 98,043 86,336
Financial instruments measured at amortized cost:
Other non-current liabilities (see note 19) - (24,998)
Other current liabilities (see note 19) (20,805) (40,983)
Net financial instruments measured at fair value through profit or loss
(20,805) (65,981)
Total net financial instruments 77,238 20,355
GROUP ANNUAL REPORT 2022 67
NOTE 20
FINANCIAL RISK MANAGEMENT
The most significant financial risks which affect the Group are credit risk, liquidity risk and
market risk related to foreign exchange rate risk, described further below. Management
performs continuous evaluations of these risks and related processes established to manage
them within the Group.
Risk Exposure arising from Risk management policy
Market risk -
foreign exchange
Future commercial transactions.
Recognized financial assets and
liabilities not denominated in the
functional currency.
Cash flow forecasting.
Sensitivity analysis.
Credit risk Cash and cash equivalents and trade
receivables
Aging analysis. Credit ratings.
Liquidity risk Current liabilities Rolling cash flow forecasts
Market Risk
Market Risk - Foreign exchange
The Group presents its financial statements in USD. The Group operates in Denmark, Estonia,
Finland, France, Norway, Poland, Spain, United Kingdom and the United States and have
costs in local currencies while a major part of the Group’s revenues are in USD. With different
functional currencies, the Group will be exposed to currency gains and losses on receivables
between the companies, which will affect its reported profit or loss. Fluctuations in exchange
rates between NOK, USD, DKK, PLN, EUR and GBP could materially and adversely affect the
Group’s business, results of operations, financial condition, cash flow and prospects. The
Group does currently not have any currency hedging arrangements in place to limit the
exposure to exchange rate fluctuations.
The carrying amounts of the foreign currency denominated monetary assets and liabilities at
the reporting date are presented in the table below. Foreign currency denominated monetary
NOTE 20
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
assets and liabilities are defined as monetary assets and liabilities that are held in a currency
different than the functional currency of the respective consolidated entities. Monetary assets
comprise of trade receivables, other current assets and cash and cash equivalents. Monetary
liabilities comprise of trade payables and other liabilities (current and non-current).
The aggregate net foreign exchange gains/(losses) recognized in profit or loss were:
USD in thousands 2022 2021
DKK 8 -
EUR 10,725 4,416
GBP 3,278 2,655
NOK 4,446 9,536
PLN 161 -
SEK 644 64
USD 568 98
Total monetary assets 19,830 16,769
USD in thousands 2022 2021
DKK 9 18
EUR 724 995
GBP 419 306
NOK 8,128 10,069
PLN 75 -
SEK 62 75
USD 4,670 12,993
Total monetary liabilities 14,087 24,456
USD in thousands 2022 2021
Exchange gains 13,435 17,451
Exchange loss (18,116) (18,435)
Total net foreign exchange (losses) recognized in profit before income tax for
the period (4,681) (984)
GROUP ANNUAL REPORT 2022 68
Sensitivity analysis
If the following currencies had strengthened/weakened against the functional currency of the
respective consolidated entities, it would have had the below effect on the Group’s profit (loss)
and equity:
Credit risk
The Group’s credit risk arises from cash and cash equivalents as well as outstanding
receivables. The Group does not have significant credit risk associated by a single
counterparty. The Group does not have a specific procedure for assessing credit risk for its
customers before transactions are entered as the majority of customers are either invoiced
through automated sales with immediate credit card payments or subscriptions invoiced with
credit terms are mostly prepaid upfront. Historic credit losses are low, see also note 14.
Cash and cash equivalents: The counterparties for the Group’s cash deposits are large banks
which are considered to be very low credit risk. The Group’s assessment is that there are no
material credit risks associated with these cash deposits.
Liquidity risk
The Group monitors liquidity centrally across the group. It is the Group’s strategy to have
sufficient cash and cash equivalents to at any time fund operations and investments
according to the company’s strategic plans. The Group monitors its liquidity risk through a
short-term and a long-term liquidity forecast to manage the target of a minimum position
of cash imposed by the Board of Directors. The Group’s financial liabilities are mainly trade
payables and other current liabilities. Public duties relate to accrued payroll expenses and
social security taxes payable on employee stock options, where most trade payables and
accrued payroll expenses are paid within one year. The maturity of social security taxes
payable
is dependent on the exercise of employee stock options, for additional details see note 6.
Capital management
The Group’s objectives for capital management are to ensure that it maintains sufficient
free liquidity with regards to cash and cash equivalents in order to support its business
and obligations as well as having sufficient flexibility to invest in attractive investment
opportunities. The Group manages its capital structure in light of changes in economic and
actual conditions, and the development in the Group’s business. The Group’s equity ratio
was 77% as of 31 December 2022 (73% as of 31 December 2021). The equity ratio is calculated
as total equity divided by total assets. The Group does not have any interest-bearing loans or
capital requirements defined by third parties.
NOTE 20
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Effect on profit or loss:
USD in thousands
Currency
Change in rate
2022 2021
DKK +/- 7% (0) (1)
EUR +/- 7% 700 239
GBP +/- 7% 200 164
NOK +/- 7% (258) (37)
PLN +/- 7% 6 -
SEK +/- 7% 41 (1)
USD +/- 7% (287) (903)
Effect on equity:
USD in thousands
Currency
Change in rate
2022 2021
DKK +/- 7% (0) (1)
EUR +/- 7% 546 187
GBP +/- 7% 156 128
NOK +/- 7% (201) (29)
PLN +/- 7% 5 -
SEK +/- 7% 32 (1)
USD +/- 7% (224) (704)
GROUP ANNUAL REPORT 2022 69
NOTE 21
RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related
parties to the Company, have been eliminated on consolidation, and are not disclosed in
this note. Transactions with related parties are carried out on an arm’s length basis, as also
required the Public Limited Liability Companies Act, Sections 3-8 and 3-9 respectively.
Profit or loss items
Glitrafjord AS, a company wholly owned by Kahoot! CEO, Eilert Hanoa, provided services
amounting to a total of USD 246 thousand, across several projects. The services included
support relating to enterprise partnerships and sales, compliance, as well as vendor
assessment and negotiations, delivered by staff employed by Glitrafjord and were not
performed by Eilert Hanoa. In 2022, the Kahoot Group acquired services from more than 100
contractors through more than 30 vendors.
The amounts in the table above are presented within other operating costs.
The Group did not have any related party transactions that are recognized in the balance
sheet at the end of each year presented herein.
Key management personnel remuneration
The CEO has 6 months’ notice period and 6 months’ severance pay.
Share-based payments presented in the table above relate solely to the benefit resulting from
exercise of share options in the respective years.
Paid remuneration to the Board of directors were $318 thousand in 2022 (2021: $246
thousand). The remuneration includes the annual fee reflecting the role in the Board and
applicable remuneration for any board committee the respective director takes part in.
Number of shares held by key management personnel and the Board of Directors
NOTE 21
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
USD in thousands
Related party Relationship Type of services
2022 2021
Glitrafjord AS
Owned by the CEO
Consulting services 246 304
Hermia AS
Owned by member of nomination committee
Consulting services - 29
Total related party profit or loss items 246 333
2022 2021
USD in thousands CEO
Other key
mgmt. CEO
Other key
mgmt.
Short-term employee benefits 302 1,311 290 1,123
Post-employment benefits 3 35 3 37
Other benefits 1 33 1 105
Share based payments received 34 0 0 720
Total key management comp. 339 1,380 294 1,985
2022 2021
Shares Shares
Eilert Hanoa (CEO)
1
41,283,910 41,208,910
Åsmund Furuseth (CPO)
2
7,606,000 7,606,000
Jostein Håvaldsrud (CTO)
3
460,097 370,097
Lars Erik Grønntun (COO-CMO)
4
1,119,960 1,119,960
Ken Østreng (CFO) 45,000 45,000
Mads Rebsdorf (CRO)
5
100,000 100,000
Andreas Hansson (Chairman of the Board)
100,000 -
Chris Caulkin (Member of the Board)
- -
Lori Wright (Member of the Board)
11,556 -
Joanne Bradford (Member of the Board)
11,556 -
Stefan Blom (Member of the Board)
50,000 50,000
Sarah Blystad (Employee representative member of the Board)
- -
Alexander Remen (Employee representative member of the Board)
- -
GROUP ANNUAL REPORT 2022 70
1
) Hanoa holds shares through Glitrafjord AS, which is controlled by Hanoa.
2
) Furuseth holds shares through Newbrott AS, which is controlled by
Furuseth.
3
) Håvaldsrud holds shares personally and through Jems Holding AS, which
is controlled by Håvaldsrud.
4
) Grønntun holds shares through Eikum AS, which is controlled by
Grønntun.
5
) Rebsdorf holds shares through MREB Invest AS, which is controlled by
Rebsdorf.
Board members:
Stefan Blom holds 300,000 options and 37,563 Restricted Share Units
(“RSUs) (2021: 300,000 options). Andreas Hansson holds 37,563 RSUs
(2021: 0 RSUs), while Lori Wright and Joanne Bradboard each holds
37,563 RSUs (2021: 11,556 RSUs). Alexander Remen holds 270,000
options and 75,000 RSUs (2021: 195,000 options and 0 RSUs), while
Sarah Blystad holds 45,000 options and 45,000 RSUs (2021: 0 options
and 0 RSUs)
Share options issued to management
For a description of the share-option program, see note 17.
Share options 2022
Granted Vested Exercised
Total
outstanding
Weighted
average
exercise price
Remaining
contractual
life
1
Eilert Hanoa (CEO) 250,000 487,500 75,000 925,000 26.5 2.05
Åsmund Furuseth (CPO) 125,000 100,000 - 225,000 37.1 3.24
Jostein Håvaldsrud (CTO) 125,000 166,666 - 625,000 44.0 2.68
Lars Erik Grønntun (COO-CMO) 125,000 656,250 - 875,000 24.4 1.71
Ken Østreng (CFO) 125,000 525,000 - 725,000 21.4 1.68
Mads Rebsdorf (CRO) 125,000 299,999 - 525,000 34.8 2.23
Restricted Share Units 2022
Granted Vested Exercised
Total
outstanding
Weighted
average
exercise price
Remaining
contractual
life
1
Eilert Hanoa (CEO) 250,000 - - 250,000 0.1 3.50
Åsmund Furuseth (CPO) 125,000 - - 125,000 0.1 3.50
Jostein Håvaldsrud (CTO) 125,000 - - 125,000 0.1 3.50
Lars Erik Grønntun (COO-CMO) 125,000 - - 125,000 0.1 3.50
Ken Østreng (CFO) 125,000 - - 125,000 0.1 3.50
Mads Rebsdorf (CRO) 125,000 - - 125,000 0.1 3.50
Share options 2021
Granted Vested Exercised
Total
outstanding
Weighted
average
exercise price
2
Remaining
contractual
life
1
Eilert Hanoa (CEO) - 237,500 - 750,000 27.0 2.48
Åsmund Furuseth (CPO) - 50,000 100,000 100,000 56.0 3.92
Jostein Håvaldsrud (CTO) 500,000 - - 500,000 59.0 4.39
Lars Erik Grønntun (COO-CMO) - 312,500 - 750,000 24.8 2.37
Ken Østreng (CFO) - 250,000 - 600,000 21.3 2.25
Mads Rebsdorf (CRO) - 133,333 - 400,000 42.3 3,75
1
Weighted average remaining contractual life of options outstanding at end of period.
2
For outstanding share options where the share option exercise price is determined. Exercise price for remaining share
options were based on 20 days weighted average exercise price (VWAP) prior to the date of the Company’s annual
general meeting in 2022.
NOTE 21
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
GROUP ANNUAL REPORT 2022 71
NOTE 22
INVESTMENTS IN SUBSIDIARIES
NOTE 23
SHAREHOLDER INFORMATION
Ownership structure
All shares have equal voting rights.
NOTE 22 - 23
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
Company
Year of acquisition/
incorporation
Registered office Voting share
Ownership
share
Kahoot! EDU Ltd. 2014 United Kingdom 100% 100%
Kahoot! EDU Inc. 2015 United States 100% 100%
Poio AS 2019 Norway 100% 100%
Kahoot DragonBox AS 2019 Norway 100% 100%
Dragonbox Finland Oy 2019 Finland 100% 100%
We Want to Know S.a.r.l 2019 France 100% 100%
Kahoot! Denmark ApS 2020 Denmark 100% 100%
Kahoot Spain SL 2020 Spain 100% 100%
PlanB Labs Oü 2020 Estonia 100% 100%
Kahoot! International AS 2020 Norway 100% 100%
Kahoot! International 2 AS 2021 Norway 100% 100%
Motimate AS 2021 Norway 100% 100%
Digital Teaching Tools Finland Ltd
2021 Finland 100% 100%
Clever, Inc 2021 United States 100% 100%
Kahoot! Poland Sp. Z.o.o. 2022 Poland 100% 100%
Largest shareholders as of 31 December 2022:
Shareholders Number of shares % of shares
JPMorgan Chase Bank 73,742,080 15.0 %
Glitrafjord AS 41,283,910 8.4 %
Datum AS 28,000,000 5.7 %
Folketrygdfondet 20,357,446 4.1 %
Creandum III LP 20,000,000 4.1 %
Citigroup Global Markets Inc. 13,500,000 2.7 %
State Street Bank and Trust Comp 12,302,655 2.5 %
The Northern Trust Comp 8,864,698 1.8 %
Newbrott AS 7,606,000 1.5 %
State Street Bank and Trust Comp 7,341,250 1.5 %
Versvik Invest AS 7,331,562 1.5 %
Nordnet Bank AB 6,091,978 1.2 %
J.P. Morgan SE 5,780,421 1.2 %
Datum Invest AS 5,499,011 1.1 %
JPMorgan Chase Bank, N.A. 5,495,168 1.1 %
Citibank, N.A. 5,132,495 1.0 %
Gamification AS 5,130,277 1.0 %
J.P. Morgan SE 5,000,000 1.0 %
J.P. Morgan SE 4,918,149 1.0 %
UBS Switzerland AG 4,513,365 0.9 %
Total remaining shareholders 204,945,584 41.6 %
Total number of shares 492,836,049 100%
GROUP ANNUAL REPORT 2022 72
NOTE 24
CONTINGENCIES AND LEGAL CLAIMS
Accounting principles
Contingent liabilities are not recognized in the financial statements. Material contingent
liabilities are disclosed, with the exception of contingent liabilities where the probability of the
liability occurring is remote.
Description
Kahoot! and other companies within the Group may from time to time be party to various
legal claims and proceedings that arise in the ordinary course of business, including
customer, employee, tax and related actions, in which third parties may seek monetary and/
or equitable relief. Furthermore, like many technology companies with international presence,
Kahoot!’s operations expose the Group to differences in foreign trademark, trade dress,
copyright, patent and other laws concerning proprietary rights and degree of protection,
which may subject it to claims of infringement of third-party intellectual property rights in the
jurisdictions where it operates. Management with the assistance of legal counsel in various
jurisdictions periodically reviews the status of such matters and assesses potential financial exposure.
Kahoot! Group is not involved in or received notice of any legal or regulatory action that may
be of material adverse effect for the Group.
NOTE 25
EVENTS AFTER THE REPORTING PERIOD
There were no events outside of ordinary business after the reporting period.
NOTE 26
NEW AND AMENDED STANDARDS NOT YET ADOPTED BY THE GROUP
The amendments to IFRS and new IFRS standards applicable to Kahoot! that have been
issued but were not yet effective as of the balance sheet date are listed below. Kahoot! will
implement the new standards from their effective date, subject to endorsement by the EU.
At the date of the Board approval of these financial statements, Kahoot! has not identified
any significant impact to the consolidated financial statements as a result of any new
amendments or standards that are effective for 2023. The impact of changes which are
effective from 2024 and beyond are not yet assessed.
Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies
The amendment is effective for annual periods beginning on or after 1 January 2023. IAS 1 is
amended to require entities to disclose their material rather than their significant accounting
policies. The amendments define what is ‘material accounting policy information’ and explain
how to identify when accounting policy information is material. They further clarify that
immaterial accounting policy information does not need to be disclosed. If it is disclosed,
it should not obscure material accounting information. The IASB amended IFRS Practice
Statement 2 Making Materiality Judgements to provide guidance on how to apply the
concept of materiality to accounting policy disclosures.
Amendments to IAS 8 – Definition of accounting estimates The amendments are effective for
annual periods beginning on or after 1 January 2023. The amendment clarifies how companies
should distinguish changes
in accounting policies from changes in accounting estimates. The distinction is important,
because changes in accounting estimates are applied prospectively to future transactions and
other future events, but changes in accounting policies are generally applied retrospectively to
past transactions and other past events as well as the current period.
Amendments to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single
Transaction The amendments are effective for annual periods beginning on or after 1 January
2023. The amendment requires companies to recognize deferred tax on transactions that, on
initial recognition, give rise to equal amounts of taxable and deductible temporary differences.
NOTE 24 - 25 - 26
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
GROUP ANNUAL REPORT 2022 73
They will typically apply to transactions such as leases of lessees and decommissioning
obligations and will require the recognition of additional deferred tax assets and liabilities. The
amendment should be applied to transactions that occur on or after the beginning of the
earliest comparative period presented. The cumulative effect of recognizing
these adjustments
is recognized in retained earnings, or another component of equity, as appropriate.
IFRS 17 Insurance Contracts IFRS 17 will be effective for annual periods beginning on or after 1
January 2023. IFRS 17 covers the recognition, measurement, presentation, and disclosures for
insurance contracts. Once effective, IFRS 17 will replace IFRS 4 Insurance contracts.
Amendments to IAS 1 – Non-current liabilities with covenants On 31 October 2022 the IASB
issued this amendment in response to concerns raised on applying previous amendments to
the classification of liabilities as current or non-current that would have become effective for
reporting periods beginning on or after 2023.
The new amendments are effective for annual reporting periods beginning on or after 1
January 2024 and override the previous amendments. The new amendments aim to improve
the information an entity provides when its right to defer settlement of a liability is subject to
compliance with covenants within twelve months after the reporting period. Earlier application
is permitted.
IAS 1 Presentation of financial statements requires that, for an entity to classify a liability as
non-current, the entity must have the right at the reporting date to defer settlement of the
liability for at least twelve months after that date. This amendment clarifies that covenants of
loan arrangements which an entity must comply with only after the reporting date would not
affect classification of a liability as current or non-current at the reporting date. However, those
covenants that an entity is required to comply with on or before the reporting date would
affect classification as current or non-current, even if the covenant is only assessed after the
entity’s reporting date. This amendment also introduces additional disclosure requirements
to enable users of financial statements to understand the risks related to whether the liability
could become repayable within twelve months of the reporting period.
Amendment to IFRS 16 – Leases on sale and leaseback This amendment was published in
September 2022 and will be effective for annual periods beginning on or after 1 January 2024.
These amendments include requirements for sale and leaseback transactions that are within
the scope of IFRS 16 to explain how an entity accounts for a sale and leaseback after the date
of the transaction. Sale and leaseback transactions where some or all the lease payments
are
variable lease payments that do not depend on an index or rate are most likely to be impacted.
Management anticipates that these standards and interpretations will be adopted at the dates
stated above provided that the standards and interpretations are approved by the EU with no
material impact or significant changes.
NOTE 26
CONSOLIDATED GROUP ANNUAL FINANCIAL STATEMENTS 2022
GROUP ANNUAL REPORT 2022 74
FINANCIAL
STATEMENTS
KAHOOT! ASA
2022
FINANCIAL STATEMENTS PARENT COMPANY 2022
Parent company statement of profit or loss
USD in thousands
Note Operating revenue and operating expenses 2022 2021
3 Operating revenue 71,506 55,032
4 Distribution and content expenses 4,067 3,452
5 Payroll and related expenses 15,047 10,867
6 Other operating expenses 26,555 22,465
Total operating expenses 45,669 36,784
Operating profit/(loss) before depr. and amortiz. (EBITDA) 25,837 18,248
8 Depreciation tangible assets 212 158
7 Depreciation intangible assets 926 1,008
Operating profit/(loss) (EBIT) 24,699 17,082
Financial income and expenses
Financial income 2,425 1,219
9 Interest income from group companies 15,176 4,497
Financial expenses (42) (15)
Net foreign exchange gains (losses) (3,799) (1,433)
Net financial income (expense) 13,760 4,268
Profit/(loss) before income tax 38,459 21,350
13 Income tax 22,454 9,509
Profit/(loss) for the year 16,005 11,841
Allocations and transfers
2 Transferred to/from other equity 16,005 11,841
Total allocations transfers 16,005 11,841
THE BOARD OF DIRECTORS
OF KAHOOT! ASA
19 April 2023
ANDREAS HANSSON
Chair
Sign
CHRIS CAULKIN
Board member
Sign
LORI WRIGHT
Board member
Sign
JOANNE BRADFORD
Board member
Sign
STEFAN BLOM
Board member
Sign
ALEXANDER REMEN
Board member, employee appointed
Sign
CHARLOTTE KRISTIANSEN
Board member, employee appointed
Sign
EILERT HANOA
CEO
Sign
GROUP ANNUAL REPORT 2022 75
FINANCIAL STATEMENTS PARENT COMPANY 2022
Parent company balance sheet
USD in thousands
Note ASSETS
2022 2021
7 Research and development 683 1,120
7 Technology 1,801 1,801
7 Domain 82 102
13 Deferred tax assets 339 6,680
Total intangible assets 2,905 9,703
8 Fixtures and fittings 742 326
Total tangible fixed assets 742 326
9 Investments in subsidiaries 215,890 112,634
9 Loans to group companies 423,118 471,107
Total financial non-current assets 639,008 583,741
Total non-current assets 642,655 593,770
10 Accounts receivables 2,650 2,817
Prepaid expenses and other current assets 2,259 1,794
9 Receivables from group companies 133 -
11 Cash and cash equivalents 73,151 84,150
Total current assets 78,193 88,761
TOTAL ASSETS 720,848 682,531
EQUITY AND LIABILITIES
2,12 Share capital 5,773 5,707
2,12 Share premium 667,189 655,991
2 Other paid-in equity 33,026 17,366
Total paid-in equity 705,988 679,064
2,12 Other equity (31,595) (47,600)
Total equity 674,393 631,464
14 Other non-current liabilities - 1,748
Total non-current liabilities - 1,748
3 Deferred revenue 36,386 31,729
9 Liabilities payable to group companies 220 234
14 Accounts payable 3,150 3,083
14 Public duties payable 3,945 6,879
14 Other current liabilities 2,754 7,394
Total current liabilities 46,455 49,319
Total liabilities 46,455 51,067
TOTAL EQUITY AND LIABILITIES 720,848 682,531
GROUP ANNUAL REPORT 2022 76
FINANCIAL STATEMENTS PARENT COMPANY 2022
Parent company statement of cash flows
USD in thousands
Note 2022 2021
Cash flow from operating activities
Profit/(loss) before tax 38,459 21,351
Depreciation and amortization 7,8 1,138 1,166
Share-based payments expense 5 4,846 4,093
Change in trade receivables 10 167 (1,873)
Change in trade payables (266) 1,559
Changes in public duties payable 1,286 (9,643)
Changes in intercompany balances (139) (1,174)
Changes in deferred revenue 4,656 8,401
Changes in other current assets (465) (571)
Changes in other liabilities (1,854) 476
Net cash flow from operating activities 47,828 23,785
Cash flow from investing activities:
Purchases of fixed assets 8 (296) (154)
Outflows due to purchases of intangibles 7 (832) (562)
Cash payments acquisitions subsidiaries (1,573) (20,751)
Net cash flow from investing activities (2,701) (21,467)
Cash flow from financing activities:
Change in intercompany loan financing 9 (56,334) (366,901)
Net proceeds from equity issue 2 821 196,575
Net cash flow from financing activities (55,513) (170,326)
Effects of currency rate changes on cash and cash equivalents
(613) 884
Net change in bank deposits, cash and equivalents (10,999) (167,124)
Bank deposits, cash and equivalents at 1 January 11 84,150 251,274
Bank deposits, cash and equivalents at 31 December 73,151 84,150
GROUP ANNUAL REPORT 2022 77
NOTE 1
PARENT COMPANY ACCOUNTING PRINCIPLES
General information
Kahoot! ASA (the Company or Kahoot!) is a limited liability company incorporated and domiciled
in
Norway, with its head office in Fridtjof Nansens plass 7, 0160 Oslo. Kahoot! ASA is the parent
company in the Kahoot! Group, and is listed on Oslo Stock Exchange has the ticker “KAHOT”.
Basis of preparation
The financial statements have been prepared in accordance with the Norwegian Accounting
Act and generally accepted accounting principles in Norway. The financial statement is
presented in USD.
Functional currency
The functional currency of Kahoot! ASA is USD. All figures within the financial statement is
presented in USD unless otherwise noted.
Classification and evaluation of balance sheet Items
Current assets as well as current liabilities include items which fall due for payment within one
year after time of acquisition. The remaining items are classified as fixed assets / long-term
debt. Current assets are evaluated to the lowest sum of acquisition cost and fair value. Fixed
assets are evaluated to acquisition cost and depreciated over the expected economic lifetime.
In case of permanent impairment testing fixed assets are written down to recoverable amounts.
Tangible assets
Tangible assets are stated at historical cost less depreciation and adjustments for impairment losses.
Acquisition cost of fixes assets includes fees, taxes and other direct purchase expenses
necessary to prepare the fixed asset for operation. Accrued expenses for spare parts of fixed
assets are included in the balance value when these kinds of expenses are considered to
represent future economical benefits in excess of the originally assessed functional standard
FINANCIAL STATEMENTS PARENT COMPANY 2022
of the asset, and the expenses can be measured reliably. All other costs are expensed in the
income statement as they occur.
Depreciations are charged to the income statement using the straight-line method over
estimated utilized lifetime.
The remaining value of a fixed asset is evaluated annually unless the value is considered
insignificant.
Intangible assets
Expenses relating to the development of intangible assets, including research and
development expenses, are capitalized when it becomes probable that the future economic
benefits arising from the assets will accrue to the company, and the cost of the assets can be
reliably measured.
Intangible assets that are acquired separately, are recognized at historical cost.
Intangible assets with a limited economic life are amortized on a systematic basis. Intangible
assets are written down to the recoverable amount if the expected economic benefits are not
covering the carrying amount and any remaining development costs.
Subsidiaries
Subsidiaries are valued by the cost method. The investment is valued as cost of acquired
shares in the subsidiary, providing that write down is not required. Write down to fair value
will be carried out if the reduction in value is caused by circumstances which may not be
regarded as incidental. Write downs are reversed when the cause of the initial write down
are no longer present. Dividend and other distributions are recognized in the same year as
accrued for in the subsidiary.
Accounts receivables
Accounts receivables and other receivables are recognized at their anticipated realizable
value, which is the original invoice amount less an estimated allowance for impairment loss on
these receivables. Individual considerations are made with respect to customer receivables
and other receivables.
GROUP ANNUAL REPORT 2022 78
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, inclusive of restricted holdings.
Foreign currency
Foreign currency receivables and liabilities are converted using the year-end exchange rates.
Foreign currency transactions are recorded at the exchange rate on the transaction date.
Revenue recognition
Revenues from software licenses (subscriptions) are recognized in the income statement
based on the duration of the contract period.
Operational leases
Leases for which most of the risk rests with the other contracting party, are classified as
operating leases. Lease payments are classified as operating costs and charged to the income
statement over the contract period.
Pension contributions
Commitments to contribute pension arrangements to employees are charged to the income
statement when they occur.
Provisions
A provision is recognized when the Company has a present liability (legal or implicit) resulting
from a past event and it is probable that a contribution of resources entailing economic
payment will be required to settle the liability, and a reliable estimate of the amount of the
liability can be made. Provisions are reviewed at each balance sheet date and adjusted to
reflect the current best estimate. When the effect of time is insignificant, the provisions will be
equal to the size of the expense necessary to be free of the liability. When the effect of time is
significant, the provisions will be the present value of future payments to cover the liability.
Income tax expense
The income tax consists of tax payable and changes to deferred tax. Income taxes are
recognized in the income statement with exception of taxes from items recognized directly to equity.
FINANCIAL STATEMENTS PARENT COMPANY 2022
NOTE 1
Taxes payable amounts to expected payable tax from taxable profit for the year at applicable
tax rates at the balance date, and adjustments (if any) of payable taxes from previous years.
Provisions are made for deferred taxes based on the balance-oriented liability method,
considering temporary differences between the carrying amount and the tax bate of assets
and liabilities. Provisions for deferred taxes are based on expected settlements of balance
values of assets and liabilities and are calculated with the tax rates approved for future periods
at the balance date.
Deferred tax assets are recognized when it is probable that the Company will have a sufficient
profit for tax purposes to utilize the tax asset. Deferred tax assets are reduced if it is no longer
likely that the asset may be utilized.
Cash flow statement
Cash flow statement is prepared according to the indirect method.
Use of estimates
The preparation of the financial statements requires management to make estimates
and assumptions that affect the reported amounts in the profit and loss statement, the
measurement of assets and liabilities and the disclosure of contingent assets and liabilities on
the balance sheet date. Actual results can differ from these estimates.
Share-based payments
Share-based compensation benefits are provided to employees. For details and description
of accounting policy regarding the share option program in Kahoot! Group, see note 17 in the
consolidated Group financial statement.
GROUP ANNUAL REPORT 2022 79
NOTE 2
EQUITY
NOTE 3
REVENUE
Over 90% of revenue in Kahoot! is prepaid annual contracts on software licenses (subscriptions).
Revenues from software licenses (subscriptions) are recognized in the income statement
based on the duration of the contract period. All deferred revenue will recognized as
operating revenue in within twelve months following the sale.
FINANCIAL STATEMENTS PARENT COMPANY 2022
NOTE 2 - 3 - 4 - 5
NOTE 4
DISTRIBUTION AND CONTENT EXPENSES
Distribution and content expenses relate directly to costs incurred on the Company’s sales
through the websites or through app stores. The Company partners with payment gateway
providers and app stores as a marketing channel to sell their products. The payment gateways
charge fees for processing and collecting payments from website sales and app stores collect
a percentage ranging from 15% to 30% of revenues earned from the Kahoot! app store sales as
a fee for payment collections services provided to the Company.
NOTE 5
PAYROLL COSTS, NUMBER OF EMPLOYEES AND BENEFITS
The CEO has 6 months’ notice period and 6 months’ severance pay.
The CEO was granted 250,000 share options and 250,000 Restricted Share Units (“RSUs”)
in 2022 (2021: 0 options and 0 RSUs) and has 925,000 share options and 250,000 RSUs
outstanding as of 31 December 2022 (2021: 750,000 share options and 0 RSUs). The
average exercise price for the outstanding share options is NOK 26.50 and NOK 0.10 for the
outstanding RSUs. The CEO vested 250,000 share options in 2022 (2021: 237,500) and 0 RSUs.
Further, the CEO exercised 75,000 share options in 2022 (2021: 0 share options).
Remuneration paid to the Board of directors were $318 thousand in 2022 (2021: $246 thousand).
USD in thousands
Equity Share capital Share premium
Other paid-in
equity Other equity Total equity
Equity at 1 January 2021 5,228 359,977 8,497 (59,441) 314,261
Share issuance 479 296,014 - - 296,493
Share-based payments - - 8,869 - 8,869
Profit/(loss) of the year - - - 11,841 11,841
Equity at 31 December 2021 5,707 655,991 17,366 (47,600) 631,464
Share issuance 66 11,198 - - 11,264
Share-based payments - - 15,660 - 15,660
Profit/(loss) of the year - - - 16,005 16,005
Equity at 31 December 2022 5,773 667,189 33,026 (31,595) 674,393
USD in thousands 2022 2021
Subscription revenue 71,506 55,032
Total operating revenue 71,506 55,032
USD in thousands 2022 2021
USA and Canada 39,466 29,211
Europe 18,654 15,202
Asia Pacific 7,857 6,576
Latin America and The Caribbean 3,423 2,558
Africa, The Middle East, and India 2,106 1,485
Total operating revenue 71,506 55,032
USD in thousands 2022 2021
Wages and salaries 10,910 10,695
Social security tax (1,529) 4,553
Pension costs 230 221
Share-based payment 4,846 (5,081)
Other personnel costs 590 479
Total payroll expenses 15,047 10,867
Average full-time employees 111 106
GROUP ANNUAL REPORT 2022 80
For details regarding the share option program in Kahoot! Group, see note 17 in the
consolidated Group financial statement.
The company is obligated to follow the stipulations in the Norwegian Mandatory Occupational
Pensions Act. The company’s pension scheme adheres to the requirements, as set in the Act.
The defined contribution plans had 111 members in 2022 (2021: 106).
NOTE 6
OPERATING EXPENSES
Other operating cost consists of the following:
Specification of auditors’ fees
Remuneration to Deloitte AS is as follows:
FINANCIAL STATEMENTS PARENT COMPANY 2022
NOTE 5 - 6 - 7
NOTE 7
INTANGIBLE ASSETS
In the second half of 2021, Kahoot! acquired Intellectual Property Rights (IPR) to extend the
Kahoot! platform. The acquisition was capitalized and classified under technology in the table
above. The acquired IPR was not ready for use at the end of 2022 and as such there has been
no amortization charged in 2021 and 2022.
USD in thousands R&D Technology Domain Total
Cost at 1 January 2021 4,528 - 204 4,732
Additions 215 1,801 - 2,016
Cost at 31 December 2021 4,743 1,801 204 6,748
Additions 469 - - 469
Cost at 31 December 2022 5,212 1,801 204 7,217
Accumulated at 1 January 2021 2,717 - - 2,717
Amortization for the year 906 - 102 1,008
Accumulated at 31 December 2021 3,623 - 102 3,725
Amortization for the year 906 - 20 926
Accumulated at 31 December 2022 4,529 - 122 4,651
Carrying amount at 31 December 2021 1,120 1,801 102 3,023
Carrying amount at 31 December 2022 683 1,801 82 2,566
Estimated useful life 3-5 years 3-5 years 10 years
Amortization method Linear Linear Linear
USD in thousands 2022 2021
Consulting 9,357 9,227
Office rent 1,275 1,102
IT and hosting services 6,646 5,713
Other operating expenses 2,988 2,797
Intercompany expenses 6,289 3,626
Total 26,555 22,465
USD in thousands 2022 2021
Statutory audit 2,027 1,585
Other assurance services 23 50
Other advisory services 57 194
Total 2,107 1,829
GROUP ANNUAL REPORT 2022 81
NOTE 8
PROPERTY, PLANT AND EQUIPMENT
FINANCIAL STATEMENTS PARENT COMPANY 2022
NOTE 8
USD in thousands IT equipment
Fittings and
fixtures Total
Cost at 1 January 2021 272 264 535
Additions 154 - 154
Exchange differences - - -
Cost at 31 December 2021 426 264 689
Additions 296 332 628
Cost at 31 December 2022 721 596 1,317
Accumulated depreciation at 1 January 2021 117 88 205
Depreciation for the year 105 53 158
Exchange differences - - -
Accumulated depreciation at 31 December 2021 222 141 363
Depreciation for the year 159 53 212
Accumulated depreciation at 31 December 2022 381 194 575
Carrying amount at 31 December 2021 204 123 326
Carrying amount at 31 December 2022 340 402 742
Estimated useful life 3 years 5 years
Depreciation method Linear Linear
GROUP ANNUAL REPORT 2022 82
NOTE 9
INVESTMENT IN SUBSIDIARIES AND TRANSACTIONS AND BALANCES
WITH RELATED PARTIES
1
Net result included from the date of acquisition for companies acquired during the year. Net result is
translated to USD using average foreign exchange rate for the year.
2
Equity is translated to USD using the closing foreign exchange for the year.
FINANCIAL STATEMENTS PARENT COMPANY 2022
NOTE 9
USD in thousands
Company Year of acquisition Registered office
Ownership/ voting
share Equity 2022
2
Net result 2022
1
Book value
Kahoot! EDU Ltd 2014 UK 100% 225 23 181
Kahoot! EDU Inc 2015 US 100% (1,967) 174 960
Poio AS 2019 Norway 100% (580) 44 6,959
Kahoot Dragonbox AS 2019 Norway 100% (1,860) (1,461) 25,860
Kahoot! Denmark ApS 2020 Denmark 100% 2,288 (584) 39,691
Kahoot! International AS 2020 Norway 100% 34,386 1,133 33,753
Kahoot! International 2 AS 2021 Norway 100% 43,014 (6,755) 67,153
Motimate AS 2021 Norway 100% 2,278 (368) 30,505
Digital Teaching Tools Finland Ltd
2021 Finland 100% 134 (57) 10,825
Kahoot! Poland Sp. z.o.o. 2022 Poland 100% 1 0 3
GROUP ANNUAL REPORT 2022 83
Transactions with related parties are carried out on an arm’s length basis; cf. also the Public
Limited Liability Companies Act, Sections 3-8 and 3-9.
NOTE 10
TRADE RECEIVABLES
NOTE 11
CASH AND CASH EQUIVALENTS
FINANCIAL STATEMENTS PARENT COMPANY 2022
NOTE 9 - 10 - 11 - 12
NOTE 12
SHARE CAPITAL AND SHAREHOLDER INFORMATION
The share capital in the company as of 31 December 2022 consists of:
For shareholder information, see note 23 in the consolidated Group financial statement.
USD in thousands
Company Receivables Liabilities Interest
Clever Inc - (27) -
Dragonbox Finland Oy 80 - -
Kahoot! EDU Ltd - (193) -
Kahoot! EDU Inc 138 - -
Poio AS 590 - 18
Kahoot Dragonbox AS 326 - 32
Kahoot! Denmark ApS - - -
Kahoot! International AS - - 813
Kahoot! International 2 AS 422,064 - 14,313
Kahoot! Poland Sp. z.o.o. 53 - -
Total 423,251 (220) 15,176
USD in thousands 2022 2021
Accounts receivables 2,720 2,857
Provisions for bad debt (70) (40)
Total 2,650 2,817
USD in thousands 2022 2021
Cash and cash equivalents 73,151 84,150
Whereof restricted cash (1,872) (1,187)
Non restricted cash 71,279 82,963
Total number of shares
authorized, issued and
outstanding
Share capital
(NOK)
Share capital
(USD)
Balance at 1 January 2021 446,091,967 44,609,197 5,228,090
Issued during the year 40,489,512 4,048,951 479,265
Balance at 31 December 2021 486,581,479 48,658,148 5,707,355
Issued during the year 6,254,570 625,457 65,358
Balance at 31 December 2022 492,836,049 49,283,605 5,772,713
GROUP ANNUAL REPORT 2022 84
FINANCIAL STATEMENTS PARENT COMPANY 2022
NOTE 13
NOTE 13
TAX
1
Prior year correction for 2021 relates to the timing of taxable deduction of transactions costs arising
between 2017 and 2019.
2
As mandated in Norway, all taxable income in Norway must be converted and reported in NOK.
Kahoot! ASA has USD as its functional currency (see note 1), as such foreign exchange currency
translation difference occur when converting USD to NOK for tax reporting purposes. For 2022 the
foreign exchange currency translation resulted in additional taxable income of $56.6 million. The
effect on income tax was $12.5 million (2021: $19.5 million in additional taxable income and $4.4
million as tax effect). Further, $0.8 million was charged to changes in deferred tax over profit and loss
to realign foreign exchange currency translations relating to temporary tax positions in 2022.
Specification of the tax effect of temporary differences and losses carried forward
For 2021, changes in deferred taxes assets in the balance sheet is $7,693 thousand year-on-
year. The change comprise changes in deferred tax over profit and loss of $9,509 thousand
and changes in deferred tax over equity of negative $1,816 thousand.
In 2022, the company has achieved a strong revenue growth as result of successful
commercial development of the Kahoot! offerings. Kahoot!’s net income and cash flow from
operations in 2022 is positive. The deferred tax benefit is included in the balance sheet on the
basis of future taxable income.
USD in thousands
Specification of income tax: 2022 2021
Income tax 16,113 -
Changes in deferred tax over profit and loss 6,341 9,509
Income tax 22,454 9,509
Reconciliation from nominal to real income tax rate: 2022 2021
Profit/(loss) before taxation 38,459 21,350
Estimated income tax according to nominal tax rate (22%) 8,461 4,697
The tax effect of the following items:
Share-based payments 1,066 900
Non-deductible expenses 3 173
Change in valuation earn-out (non-taxable/non-deductible) (366) (175)
Prior year corrections 1 - (471)
Other items 2 13,290 4,385
Income tax 22,454 9,509
Effective income tax rate 58% 45%
2022 2021
USD in thousands Benefit Liability Benefit Liability
Fixed assets 4 4
Receivables 13 - 8
Social security contribution on share-based payments
330 1,301 -
Losses carried forward 5,383 -
Total 343 4 6,688 8
Off-balance sheet deferred tax benefits - -
Net deferred benefit/liability in the balance sheet 339 6,680
GROUP ANNUAL REPORT 2022 85
NOTE 14
FINANCIAL LIABILITIES
Specification of Trade payables, Other current liabilities and Other non-current liabilities
As of 31 December 2022, there are no further cash outflows arising from the contingent
considerations (earnout) relating to the acquisitions in 2021 and 2020. For details and
description of accounting policy regarding the contingent considerations, see note 4 and
note 19 in the consolidated Group financial statement.
FINANCIAL STATEMENTS PARENT COMPANY 2022
NOTE 14
USD in thousands 2022 2021
Trade payables 3,150 3,083
Other current liabilities
Contingent consideration - 3,938
Provision for social security tax share-based payment 1,502 5,721
Other current payables 5,198 4,614
Total trade payables other current liabilities 9,850 17,356
Other non-current liabilities
Contingent consideration - 1,748
Total other non-current liabilities - 1,748
GROUP ANNUAL REPORT 2022 86
ALTERNATIVE PERFORMANCE MEASURES
In order to enhance the understanding of the Kahoot! Group’s performance, the Group
presents certain measures and ratios considered as alternative performance measures (APMs)
as defined by the European Securities and Markets Authority, and these should not be viewed
as substitutes for any IFRS financial measures. The APMs include Invoiced Revenue, Monthly
Recurring Revenue (MRR), Annual Recurring Revenue (ARR), Gross margin, EBITDA, adjusted
EBITDA, adjusted cash flow from operations, and equity ratio. These APMs are presented as
the Group considers them to be important supplemental measures to understand the overall
picture of revenue and profit generation in the Group’s operating activities.
• Invoiced Revenue is defined as the amount invoiced to customers in the relevant period.
• Monthly Recurring Revenue (MRR) is defined as the revenue the Group expects to receive
on a monthly basis from customers.
• Annual Recurring Revenue or (ARR) is defined as MRR for the applicable month multiplied
by twelve.
• Gross margin is defined as total revenue deducted for cost of sales divided by total revenue.
• EBITDA is defined as the profit/(loss) for the year before net financial income (expenses),
income tax, depreciation, and amortization.
• Adjusted EBITDA is defined as EBITDA adjusted for special operating items. Special
operating items are material expenses and other material transactions of either a non-
recurring nature or special in nature compared to ordinary operational income or expenses
and include adjustments for share-based compensation expenses and related payroll taxes,
acquisition-related expenses, and listing cost preparations.
• Adjusted cash flow from operating activities is defined as cash flow from operating activities
adjusted for cash outflow for acquisition and listing cost and cash effects related to share-
based payment.
• Equity ratio is defined as total equity divided by total assets.
GROUP ANNUAL REPORT 2022 87
AUDITOR’S
REPORT
FINANCIAL STATEMENTS COSOLIDATED
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities
(collectively, the “Deloitte organization”). DTTL (
also referred to as “Deloitte Global”) and each of its member firms and related entities are legally
separate and independent entities, which cannot obligate or bind each other in respect of third
parties. DTTL and each DTTL member firm and
related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to
clients. Please see
www.deloitte.no to learn more.
© Deloitte AS
Registrert i Foretaksregisteret Medlemmer av Den
norske Revisorforening
Organisasjonsnummer: 980 211 282
-0103 Oslo
+47 23 27 90 00
To the General Meeting of Kahoot! ASA
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Kahoot! ASA, which comprise:
• The financial statements of the parent company Kahoot! ASA (the Company), which comprise the balance sheet
as at 31 December 2022, the income statement and cash flow statement for the year then ended, and notes to
the financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of Kahoot! ASA and its subsidiaries (the Group), which comprise the
balance sheet as at 31 December 2022, the income statement, statement of comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion:
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31 December
2022, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian
Accounting Act and accounting standards and practices generally accepted in Norway, and
• the consolidated financial statements give a true and fair view of the financial position of the Group as at 31
December 2022, and its financial performance and its cash flows for the year then ended in accordance with
International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company and the Group as required by relevant laws and
regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for
Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
The Company was listed in March 2021. We were the independent auditor of the Company prior to the listing. We
have been the independent auditor of the Company for 2 years after the listing, including the year of listing.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, 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
page 2
Independent Auditor's Report -
Kahoot! ASA
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Goodwill
Key audit matter
How the matter was addressed in the audit
In the Group’s consolidated financial statements as
of December 31, 202
2, the carrying value of goodwill
amounted to USD
487.2 million.
For further information and a description of
estimates and judgments involved related to
assessments of the carrying value of goodwill, refer
to no
te 11 in the Group’s consolidated financial
statements.
According to IFRS as adopted by the EU, the goodwill
is required to be tested for impairment annually or
whenever events or changes in circumstances
indicate that the carrying value may not be
recove
rable. The recoverability of the goodwill is
dependent on assumptions about forecast of future
cash flows, specifically forecast revenue, operating
margin and long
-term growth rates along with
discount rates.
The outcome of impairment assessments could va
ry
significantly if different assumptions were applied.
We assessed goodwill to be a key audit matter due
to the importance of assumptions and level of
uncertainties and judgements involved
.
We assessed the design and implementation of the controls
established by management related to assessment of the
recoverability of goodwill.
We assessed and challenged, by reference to past
performance, externally derived data and forecast for
economic factors, the reasonableness of management’s
judgements, in particular:
• the cash flow forecast;
• the long-term growth rate; and
We have evaluated the assumptions and methodologies used
and tested the mathematical integrity of the models.
We utilized our internal fair value specialists to assess the
discount rates used.
We have also reviewed the disclosures included in note 11 of
the consolidated financial statements.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of
Directors’ report and the other information accompanying the financial statements. The other information comprises
information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other
information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report
and the other information accompanying the financial statements. The purpose is to consider if there is material
inconsistency between the Board of Directors’ report and the other information accompanying the financial
statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’
report and the other information accompanying the financial statements otherwise appear to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the
other information accompanying the financial statements. We have nothing to report in this regard.
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.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance
and Corporate Social Responsibility.
page 3
Independent Auditor's Report -
Kahoot! ASA
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 the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, 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. The financial
statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise
will cease operations. The consolidated financial statements of the Group use 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 judgment 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 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 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 the Board of Directors 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.
page 4
Independent Auditor's Report -
Kahoot! ASA
We also provide the Audit Committee 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 the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Kahoot! ASA, we have performed an assurance engagement to
obtain reasonable assurance about whether the financial statements included in the annual report with the file
name 2549004957SZTRN8CW77-2022-12-31-en.zip, have been prepared, in all material respects, in compliance with
the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format
(ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes
requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the
consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects,
in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This
responsibility comprises an adequate process and such internal control as management determines is necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects,
the financial statements included in the annual report have been prepared in compliance with ESEF. We conduct our
work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance
engagements other than audits or reviews of historical financial information”. The standard requires us to plan and
perform procedures to obtain reasonable assurance about whether the financial statements included in the annual
report have been prepared in compliance with the ESEF Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the
consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation
of the iXBRL tagged data with the audited financial statements in human-readable format. We believe that the
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 19 April 2023
Deloitte AS
Reidar Ludvigsen
State Authorised Public Accountant
This document is signed electronically.
GROUP ANNUAL REPORT 2022 92
RESPONSIBILITY
STATEMENT
We confirm that, to the best of our knowledge, the consolidated financial statements for the year ended 31 December 2022
have been prepared in accordance with IFRS as adopted by the EU, that the financial statements for the parent company
for the year ended 31 December 2022 have been prepared in accordance with the Norwegian Accounting Act, that they give
a true and fair view of the Company’s and Group’s assets, liabilities, financial position and results of operations, and that the
Report of the Board of Directors gives a true and fair review of the development, performance and financial position of the
Company and the Group and includes a description of the principle risks and uncertainties that they face.
19 April 2023
ANDREAS HANSSON
Chair
EILERT HANOA
CEO
CHRIS CAULKIN
Board member
JOANNE BRADFORD
Board member
ALEXANDER REMEN
Board member, employee appointed
LORI WRIGHT
Board member
STEFAN BLOM
Board member
CHARLOTTE KRISTIANSEN
Board member, employee appointed
Sign
Sign
Sign Sign
Sign
Sign
Sign
Sign
Kahoot! ASA
Fridtjof Nansens plass 7
0160 OSLO
Norway
www.kahoot.com
Legal Entity Identifier (LEI):
2549004957SZTRN8CW77
Incorporated in: Norway
Domicile: Norway
GROUP ANNUAL REPORT 2022 93
2549004957SZTRN8CW772022-01-012022-12-312549004957SZTRN8CW772021-01-012021-12-312549004957SZTRN8CW772022-12-312549004957SZTRN8CW772021-12-312549004957SZTRN8CW772020-12-31ifrs-full:IssuedCapitalMemberifrs-full:PreviouslyStatedMember2549004957SZTRN8CW772021-01-012021-12-31ifrs-full:IssuedCapitalMember2549004957SZTRN8CW772021-12-31ifrs-full:IssuedCapitalMember2549004957SZTRN8CW772020-12-31ifrs-full:SharePremiumMemberifrs-full:PreviouslyStatedMember2549004957SZTRN8CW772021-01-012021-12-31ifrs-full:SharePremiumMember2549004957SZTRN8CW772021-12-31ifrs-full:SharePremiumMember2549004957SZTRN8CW772020-12-31ifrs-full:ReserveOfSharebasedPaymentsMemberifrs-full:PreviouslyStatedMember2549004957SZTRN8CW772021-01-012021-12-31ifrs-full:ReserveOfSharebasedPaymentsMember2549004957SZTRN8CW772021-12-31ifrs-full:ReserveOfSharebasedPaymentsMember2549004957SZTRN8CW772020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMemberifrs-full:PreviouslyStatedMember2549004957SZTRN8CW772021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2549004957SZTRN8CW772021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2549004957SZTRN8CW772020-12-31ifrs-full:RetainedEarningsMemberifrs-full:PreviouslyStatedMember2549004957SZTRN8CW772021-01-012021-12-31ifrs-full:RetainedEarningsMember2549004957SZTRN8CW772021-12-31ifrs-full:RetainedEarningsMember2549004957SZTRN8CW772020-12-31ifrs-full:PreviouslyStatedMember2549004957SZTRN8CW772022-01-012022-12-31ifrs-full:IssuedCapitalMember2549004957SZTRN8CW772022-12-31ifrs-full:IssuedCapitalMember2549004957SZTRN8CW772022-01-012022-12-31ifrs-full:SharePremiumMember2549004957SZTRN8CW772022-12-31ifrs-full:SharePremiumMember2549004957SZTRN8CW772022-01-012022-12-31ifrs-full:ReserveOfSharebasedPaymentsMember2549004957SZTRN8CW772022-12-31ifrs-full:ReserveOfSharebasedPaymentsMember2549004957SZTRN8CW772022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2549004957SZTRN8CW772022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2549004957SZTRN8CW772022-01-012022-12-31ifrs-full:RetainedEarningsMember2549004957SZTRN8CW772022-12-31ifrs-full:RetainedEarningsMember2549004957SZTRN8CW772020-12-31iso4217:USDiso4217:USDxbrli:shares