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Annual Report
2021
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TABLE OF CONTENT
SUPEROFFICE EXECUTIVE MANAGEMENT .............................................................................. 3
STATEMENT OF THE BOARD OF DIRECTORS .......................................................................... 4
THE SUPEROFFICE BOARD OF DIRECTORS .......................................................................... 10
CORPORATE GOVERNANCE ..................................................................................................... 11
FINANCIALS – SUPEROFFICE GROUP (IFRS) ......................................................................... 15
Consolidated income statement .................................................................................... 15
Consolidated statement of comprehensive income ....................................................... 16
Consolidated balance sheet - assets .............................................................................. 17
Consolidated balance sheet - equity and liabilities ....................................................... 18
Consolidated statement of changes in equity ................................................................ 19
Consolidated statement of cash flows ........................................................................... 20
Notes to the consolidated accounts ............................................................................... 21
FINANCIALS – SUPEROFFICE GROUP AS - NGAAP ............................................................... 64
Income statement .......................................................................................................... 64
Balance sheet - assets .................................................................................................... 65
Balance sheet – equity and liabilities ............................................................................ 66
Cash flow statement ...................................................................................................... 67
Notes ............................................................................................................................. 68
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SUPEROFFICE EXECUTIVE MANAGEMENT
GISLE JENTOFT
CEO - Chief Executive Officer
Gisle Jentoft has worked for SuperOffice since 1992 and became CEO of SuperOffice in 2006. As
CEO, he is responsible for setting the company’s vision and strategy. He was a key driving force in
the international expansion of SuperOffice into 7 European markets, as well as building a strong
partner and services network. His work is split between growing the Company and working with the
team on all areas of product, R&D, sales, and customer loyalty. When he’s not working, Gisle loves
to play tennis. He says he used to be quite good (he played Davis Cup for Norway back in the
days).
GUTTORM NIELSEN
CPO - Chief Product Officer, CISO – Chief Information Security Officer
Guttorm has held this position since 1997. Together with his very competent R&D team he is
responsible for future proofing the SuperOffice CRM applications and our cloud platform. Guttorm
was instrumental in taking the Company on a terrific journey from the Windows based software in
the 90’s, through the web applications from 2000 and into the SaaS era that we currently are in.
Guttorm also holds the position as the Company’s Information Security Officer – an area we
consider to be vital for the position of SuperOffice as a leading, solid and secure European CRM
cloud alternative. His favorite leisure activity is speedskating and trekking or skiing in the high
mountains of in Europe.
OLE ERLEND VORMELAND
CFO - Chief Financial Officer
Ole Erlend Vormeland has worked as CFO for SuperOffice since 2006. As the CFO, he mainly
focuses on all areas related to managing the financial risks of the SuperOffice Group, including
compliance, record-keeping, financial planning, analysis, cash management and financial
reporting. In addition, he facilitates financial processes that improve the customer´s long term
relationship with SuperOffice. Outside of work he is a strong fan of outdoor activities, especially
cross-country skiing and bicycling.
CHARLOTTE ADELGAARD
CRO – Chief Revenue Officer
Charlotte joined the management team of SuperOffice in 2021. She comes from Oracle where she
lead the Customer Experience (CX) sales organization in Western Europe and has more than 15
years of leadership experience from the technology industry and has managed international teams
most of her career. Prior to Oracle, Charlotte was Senior Vice President for Global Strategic
Programs and Innovations at SAP, where she led a global team focusing on CX Innovations,
strategic programs and new go to market approaches. Charlotte holds an Executive MBA from the
Executive Foundation at Lund University. Charlotte lives in Lund, Sweden, with her husband and
son and enjoys an active lifestyle. She is passionate about spending time in their apartment in
Trysil, so the connection to Norwegian outdoors culture is well covered.
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STATEMENT OF THE BOARD OF DIRECTORS
ACTIVITIES
SuperOffice Group AS is a holding company and owns 100 % of the shares in SuperOffice AS.
There is no operating activity in SuperOffice Group AS, the operations are in SuperOffice AS and
its subsidiaries. The financing of the Group is held in SuperOffice Group AS.
SuperOffice AS is a CRM ( Customer Relatio nship Mana gement) soft ware company with head
office in Oslo , and subsidiaries in Norway , Sweden, Denmark, Germany, the Netherlands,
Switzerland, UK and Lithuania.
SuperOffice Group AS was established in February 2020 and acquired all the shares in SuperOffice
AS in May 2020. A holding structure of SuperOffice Group AS, SuperOffice Holding I AS ,
SuperOffice Holding II AS and SuperOffice Holding III AS was established and the majority owner
is the Danish private equity fund Axcel.
The 2021 consolidated group financial statements for the SuperOffice Group AS Group is the first
report with an income statement for a full year. The comparative figures for 2020 include the results
for the SuperOffice AS Group for the period from the acquisition date on 8 May 2020 through to the
end of the year. InfoBridge Software B.V. was acquired on 31 August 2020 and the company was
included in the consolidated statements from 1 September 2020. There was no operational activity
in SuperOffice Group AS prior to the acquisition of SuperOffice AS in May 2020.
GOING CONCERN ASSUMPTION
In accordance with the Norwegian Accounting Act, the Board confirms that the accounts have been
prepared in conformity with the going concern assumption and that this assumption is valid. For
2021 the SuperOffice Group is preparing its Group accounts in accordance with IFRS, while the
Financial Statements for SuperOffice Group AS have been prepared in accordance with the
Norwegian General Accepted Accounting Principles (NGAAP). In the Board’s opinion, the Financial
Statements provide an accurate view of the Group’s and the Company’s financial position at the
end of the fiscal year.
FINANCIAL STATEMENTS - GROUP
Income statement
The Group has during 2021 continued developing and selling CRM software in the European
market. SuperOffice version 10 was launched in the market and well received in 2021. Version 10
includes a new pricing and packaging model which is more scalable and flexible and will serve as
an improved platform for offering customers a modular approach to expanding their business
capabilities within marketing, sales and customer service.
In 2021 SuperOffice has strengthened its organisation for future growth with several new
management positions and established a new R&D team in Vilnius.
During Covid-19 SuperOffice Group quickly adjusted from eight office locations to more than 250
home-offices across Europe. Despite the virus, the Group experienced a growing market interest
and the Group has had a solid growth in ARR in 2021. In 2021 85 % of the Group’s revenue was
generated from subscriptions/recurring revenues. Most of the subscriptions and recurring revenues
are paid in advance for a 12-month period.
The total operating revenues in the period were TNOK 503 784 (TNOK 313 967 in 2020). The
Group’s main revenue derives from license revenues and consulting services. License revenues
are mainly software revenues from subscription models and maintenance from existing customers
related to on premise models.
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The total license revenues in the period were TNOK 439 438 in 2021 and TNOK 275 882 in 2020.
The Group continued its focus on migrating the existing on premise customers to the cloud. 61 %
of the license revenues in 2021 came from Cloud subscriptions which is an increase from 52 % in
2020.
Revenues generated from consulting services in the period were TNOK 61 005 and TNOK 35 457
in the period from May to December 2020.
Total operating expenses in the period were TNOK 384 344 and TNOK 246 335 in 2020.
Depreciations and amortisation for the period were in 2021 TNOK 95 403 and TNOK 62 219 in
2020.
At year-end 2020 SuperOffice Group had a contingent liability “earn-out” from the purchase of
SuperOffice AS. In April 2021 the Group paid an earn-out to SuperInvest AS of TNOK 42 386 for
2020. The contingent earn-out for 2021 was measured at fair value and gains/losses has been
booked through the profit and loss. At 31 December 2021 the Group concluded that there would
be no earn-out for 2021. SuperOffice Group booked a P&L effect of TNOK 17 050. The gain
reduced the Group’s operational cost with TNOK 19 943 and increased the financial expenses with
TNOK 2 438 in the profit and loss statement. At year-end 2021 the Group has no further earn-out
liabilities in the balance sheet.
The Group had transaction costs of TNOK 17 440 in 2020 related to the acquisitions of SuperOffice
AS and InfoBridge B.V. The Group has not made any acquisitions in 2021.
The Group’s operating profit for the period ended at TNOK 24 036 in 2021 (TNOK 22 151 in 2020)
and the operating profit before depreciations, amortisation and transactions cost were TNOK
99 947 in 2021 (TNOK 67 632 in 2020). The operating profit margin was 4,8 % (7,1 % in 2020) and
the margin on operating profit before depreciations and transaction costs was 19,7 % (21,5 % in
2020).
The Group had financial expenses of TNOK 55 546 in the period. SuperOffice Group AS financed
the acquisitions of SuperOffice AS and InfoBridge Software B.V through loans from Danske Bank
and equity. In November 2020, the bank loans were repaid and replaced with a bond loan of TNOK
700 000. The fees and interest relating to the bank financing have been charged to financial
expenses in the period. The Group had financial income of TNOK 1 748.
Development
In 2021 the Group has continued the development of its software, and new features and technology
have been presented over the year. A total of TNOK 69 400 (TNOK 41 175 in 2020) has been
charged to the income statement related to development costs. In accordance with IAS 38 the
development of new solutions has been capitalised. Costs related to development are capitalised
when they meet the criteria for capitalisation (Note 1, chapter 1.9).
The Group capitalised TNOK 13 282 in development in 2021 and TNOK 10 041 from May to
December in 2020.
Cash Flow
In the period the positive cash flow from operating activities was TNOK 85 225 in 2021 (TNOK –
50 081 in 2020). The difference between the operating result of the year and the cash flow from
operating activities are related to the increase in prepaid revenue from customers of TNOK 44 496,
the reversal of the earn-out of TNOK 17 504 and depreciations and amortisations for the period.
Investing activities in 2021 was related to development and purchase of software and intangible
assets of TNOK 13 672 (TNOK 10 065 in 2020) and purchase of equipment of TNOK 4 554 (TNOK
6 849). Investing activities in 2020 were mainly related to the investments in subsidiaries of a total
of TNOK 797 909 (investment, less cash acquired). SuperOffice AS was acquired in May 2020 and
InfoBridge Software B.V was acquired in August 2020. Net cash to investing activities amounted to
TNOK 18 107 in 2021 and TNOK 814 772 in 2020.
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The net cash used in financing activities were TNOK -19 185 in 2021. The Group financed the
payment of the earn-out from the acquisition of SuperOffice AS of TNOK 42 386 with an issuance
of share capital of TNOK 42 400. Payment of principal portion of lease liabilities were TNOK 19 199.
The net cash from financing activities in 2020 was TNOK 907 352. The shareholders invested
TNOK 435 735 in share capital, a dividend of TNOK 191 500 was paid to the shareholders in 2020.
The acquisitions of the subsidiaries were initially financed by loans from Danske Bank, however
the bank loans were terminated in November and replaced with a bond loan of TNOK 687 156
(nominal value TNOK 700 000, less fees).
Balance sheet - GROUP
The SuperOffice Group had total assets of TNOK 1 640 687 on 31 December 2021. The Board’s
assessment is that the underlying values in the Group are higher than the book values. The total
current assets are TNOK 172 034 in 2021 (TNOK 106 997 in 2020). The equity ratio was 22,8 %
(22,1 % in 2020). As of 31 December 2021, the Company had a bond loan with a nominal value of
TNOK 700 000 and TNOK 112 137 in long term lease liabilities The bond loan was listed at Oslo
Stock Exchange on 23 September 2021. In the Board’s opinion, the financial position of SuperOffice
Group is solid, and the Group is in a good position to meet its obligations.
FINANCIAL STATEMENTS - PARENT COMPANY
SuperOffice Group AS has no operating activity and there are no operating revenues in the
Company in 2021 or 2020. The operating expenses of TNOK 3 097 in 2021 (TNOK 992 in 2020)
were mostly related to fees to the auditor and fees to the Board of Directors. In addition, the
company had an income of TNOK 46 325 (TNOK 7 795 in 2020) related to the earn-out liability
from the acquisition of SuperOffice AS (note 19).
The financing is held in SuperOffice Group AS and the Company had finance cost of TNOK 59 193
and TNOK 53 330 of the amount was amortisation of the bond loan. Financial income was TNOK
56 434 of which TNOK 46 780 was group contribution from SuperOffice AS and TNOK 8 781 was
related to increased value of financial instruments in 2021.
Events after the balance sheet date
After the balance sheet date, the situation with the Covid-19 virus is improving and the countries
where SuperOffice is represented is gradually coming back to normal. At the end of February 2022
Russia started a military invasion of Ukraine and this might have an impact on the financial markets
where SuperOffice operates. Changes in the general financial markets may affect our existing and
potential customers and their willingness and ability to invest in CRM Software. Changes in
exchange rates have an effect for the Group as more than 60 % of the revenues are in foreign
currency. SuperOffice does not have any operations in Russia or Ukraine.
Allocation of the profit and dividend basis
The Group’s net loss for the period was TNOK 36 758. The Board will propose to the general
meeting that there will be no payment of dividend for 2021.
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SuperOffice sustainability strategy
The group has during the year determined our Sustainability Strategy for the next coming years.
The strategy is based on the methodology and framework designed by the United Nations through
United Nations Global Compact. As a part of this commitment, the group has signed up for the
UNGC program, supporting the ten principles of human rights, labour, environment and anti-
corruption. As a part of the program, the group will publish its first external Sustainability Report in
April 2022.
The outcome from the Strategy process run in 2021 has been positive, and the group has through
the process determined four key areas which the Sustainability Strategy is based upon:
1. Sustainable software: How we develop our product, both back-end and front-end
2. Sustainable operations: How we conduct our daily work and operate our business with
customers and suppliers
3. Sustainable workforce: How we strive to promote diversity and inclusion across our
organization, putting our main assets, the people, at the core
4. Sustainable hosting: Making sure our software runs on modern and up to date
solutions, minimizing our climate footprint
Our sustainability vision for 2025 is not to contribute to climate change, and through our cloud only
motion strive to reduce our customers impact on the environment. In addition to being climate
negative, we are actively working to reduce inequality through implementing policies and guidelines
for talent attraction, career development and establishment of a central people function in the group.
The group has in 2021 established an organizational structure to follow up Sustainability, both in
terms of strategic direction setting and reporting. This will be a key success factor in implementing
and following up the key initiatives listed above.
The main operations of the group do not contribute to significant negative impact on the
environment. The input to the development of our products and services – software and consulting
services – is people and knowledge. Nevertheless, we have developed a sustainability policy that
addresses how the group, our employees, and our choices will contribute to reduce climate change.
Our climate footprint for scope 1 and 2 is mainly affected by electricity usage for our 11 offices and
cars used to visit clients, for both of these key emission factors we have implemented a green only
policy. We have verified the use of green electricity for all our European offices, and implemented
an electric car policy across the group. The group emitted in 2021 a total of 187.5 Co2 equivalents
in scope 1, mainly driven by car usage and travelling. The total scope 2 emissions, related to offices,
ended at 14.5t Co2 equivalents. The total energy consumption was 0.0936 GWh, mainly related to
office locations, and 100% renewable energy.
The Group supports diversity in every aspect in its workforce. The Board deems the working
environment in SuperOffice as good. There were no personal injuries, accidents or absences from
work of a significant nature. In 2021, the absence due to sickness in SuperOffice was 6.1 days per
FTE. At year-end 2021 the Group had six employees (2,3 %) in temporary positions, these were
all men. The Group had 21 employees (7 men and 14 women) working part time corresponding to
5,4 % of the employees. Most of the part time employees work 80 % of a full time position. In 2021,
375 weeks of maternity and paternity leave were taken by the Group’s employees. The average
maternity/paternity leave was 16 weeks.
The Group’s board consists of five men and the Group’s executive management consists of three
men and one female. 3 out of 7 of the country managers are female. At the end of 2021 32% of the
employees in the group are female. The human resources policy is based on equal rights for men
and women and there should not be any difference in treatment based on gender in terms of salary,
promotion and recruitment. The Group seeks to allow for the best possible ways to accommodate
for different life situations and individual needs among its employees.
SuperOffice recognises that on an average basis, the male employees have higher salaries
compared to the female employees. The gender adjusted pay gap for the group is 15.8%. In the
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positions with a high share of bonus and commission, such as sales and consultancy, SuperOffice
has a proportionally higher share of male employees. SuperOffice also has a considerable RnD
department with a high share of men. SuperOffice is actively working to recruit more women to
these positions to build a more diverse and sustainable workforce.
Financial market risks
The Group’s financial market risks relate essentially to the fact that the Company operates
internationally and that 61,4 % of its turnover was in foreign currencies in 2021. Exchange rate
fluctuations mainly affect, transactions with, and the preparation of the accounts of, the foreign
subsidiaries.
The credit risk of counterparties being unable to meet their liabilities has been low. The SuperOffice
AS Group has experienced few losses of accounts receivables and has not experienced increased
losses on accounts receivable during the Covid-19 pandemic. The Group has a high focus on
collection of accounts receivable. The Groups has also had a strategy to focus the sales effort on
customers with a certain number of users as the losses often come from customers with very few
users.
The liquidity risk must be considered since the Group has interest bearing debt, however the
liquidity position throughout the year has been good and a majority of the license revenues are
invoiced and paid 12 months in advance. Cash flow projections are prepared at Group level and
management closely monitors the cash flows and the Group’s cash reserves in order to ensure that
the Group has sufficient cash to meet the need of the daily operations and interest payments on
the long-term debt.
During 2021 the Group employed a limited number of financial instruments related to forward
contracts to fix a share of the interest rates on the bond loan. At year-end the Group has forward
contracts securing the interest on 2/3 of the bond loan until 2024.
The Company’s financial activities are managed and controlled by the Board of Directors and Group
management in Oslo, Norway.
OUTLOOK
SuperOffice Group AS acquired SuperOffice AS and its subsidiaries in May 2020 and SuperOffice
AS acquired InfoBridge Software B.V. at the end of August 2020.
In 2021 the Group extended its management team with new central key positions all hired in the
last half of the year. The Group’s strategic and operational execution power has increased. The
Group has implemented its new operating model in the Go To Market (GTM) organization. The
Group had a significant growth in sales and ARR in the last quarter of the year and the uplift in ARR
will serve as a solid revenue accelerator in 2022.
Based on the new strategy the Board is positive about the Group´s growth prospects, driven by its
strong SuperOffice CRM software offerings in combination with the increasing demand in the
European market for subscription based (SaaS) CRM software. External analysts expect a strong
growth for CRM software in the markets where SuperOffice operate in the coming years, and
SuperOffice aims to strengthen its position as a leading supplier of CRM solutions in Europe.
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The Covid-19 virus has led to an increased market focus on digitization. Our existing customers
have accelerated their migration to our SaaS offering to secure their company and employees a
more scalable and flexible access to their business-critical CRM solution. We also experience that
we attract new customers to our SaaS offering following the pandemic.
The Board stresses that, despite the positive outlook, there is uncertainty related to the assessment
of future conditions.
Oslo, 7 April 2022
Klaus Holse Christian Bamberger Bro Björn Erik Larsson
Chairman of the Board Deputy Chairman Board member
Endre Rangnes Eilert Hanoa
Board member Board member
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THE SUPEROFFICE BOARD OF DIRECTORS
KLAUS HOLSE
Chairman of the Board
Klaus Holse is chair and board member in technology driven businesses. He was the CEO of
SimCorp until September 2021. He has previously been a Corporate Vice President at Microsoft
and a Senior Vice President at Oracle. Klaus Holse holds a M.Sc in Computer Science from
University of Copenhagen and a Graduate Diploma in Business Administration (HD) from
Copenhagen Business School.
CHRISTIAN BAMBERGER BRO
Deputy Chairman of the Board
Christian Bamberger Bro is a Partner at Axcel. Before joining Axcel in 2014, he was Investment
Executive at Permira in London and Stockholm, and before that he spent several years with
McKinsey & Company and Nordea Corporate Finance in Copenhagen. Christian Bamberger Bro
holds an MSc in Economics and Management from Aarhus University.
BJÖRN ERIK LARSSON
Board member
Björn Erik Larsson is a Partner at Axcel and has a broad background from the private equity
industry. Before joining Axcel in 2019 he was the CFO of AniCura, he has also worked for the
private equity firm The Riverside Company and KPMG Transaction Services. He holds and MSc
in Economics from Stockholm School of Economics.
ENDRE RANGNES
Board member
Endre Rangnes Founder and CEO of Zolva Group since 2021. He has extensive management
experience from the IT industry, with 19 years at IBM and 7 years as CEO at EDB Business Partner
(now part of TietoEvry). Endre Rangnes was CEO of Lindorf and Axactor for 10 years. Endre
Rangnes holds a Bachelor’s Degree in Business Administration and Management and an IBM
Management & Executive Education from Brussels, Milan and USA.
EILERT HANOA
Board member
Eilert Hanoa is the CEO of Kahoot! Eilert Hanoa has long experience from the IT industry. He was
the founder and CEO of ERP software company Mamut (acquired by Visma in 2011) and Director
SMB ERP in Visma from 2011 to 2018. Eilert Hanoa has studied management and finance studies
at BI Norwegian Business School.
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CORPORATE GOVERNANCE
SuperOffice Group AS practices a strong commitment to principles of good Corporate Governance.
These principles are considered important tools, contributing to achieve the corporate policy of
open communication between the Board of Directors, management and the shareholder.
Corporate Governance is an important integrated part of SuperOffice Group AS’s everyday
business.
The Norwegian Code of Practice for Corporate Governance is issued by the Norwegian Corporate
Governance Board. Adherence to the practice in force at the time is based on the “comply or
explain” principle. The Corporate Governance documents at SuperOffice are reviewed and revised
on a yearly basis to comply with the recommendations and requirements from the Norwegian
Corporate Governance Board.
A key concept in SuperOffice Group AS’s approach to Corporate Governance is the equal treatment
of shareholders.
• All shares in the Company carry equal voting rights and are freely transferable. The
shareholders exercise the highest authority in the Company through the General Meeting.
• All shareholders are entitled to submit items to the agenda, meet, speak, and vote at the
General Meeting.
STATEMENT ON CORPORATE GOVERNANCE
The Corporate Governance principles applied by SuperOffice Group AS have been outlined and
approved by the Board of Directors of SuperOffice Group AS.
SuperOffice Group AS is committed to a set of values, which guides the way we develop our
products, as well as interact with our customers, partners, and investors.
SuperOffice Group AS regards the development of high standards of Corporate Governance as a
continuous process and will continue to focus on improving the level of Corporate Governance.
THE BUSINESS
The SuperOffice Group AS operations are set out in the Company’s Articles of Association § 2:
“The company’s operations consist of investing in securities and other assets, including
participation in and ownership of other companies with similar operations.”
SuperOffice’s vision is to redefine how companies build sustainable customer relationships through
people, processes and technology.
EQUITY AND GROUP CONTRIBUTION
Equity
Based on the Group’s objectives, strategy and risk profile, the Board considers the equity on
December 31, 2021 to be satisfactory.
Group Contribution and dividend
SuperOffice Group AS has not paid any group contributions or dividends in 2021. The company
paid an extraordinary dividend of TNOK 191 500 to the parent company in 2020.
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EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSE
ASSOCIATES
Equal treatment
A key concept in SuperOffice Group AS’s approach to Corporate Governance is the equal treatment
of shareholders: All shares have equal right, and all shares are ordinary shares.
Transactions with related parties
Any transactions between SuperOffice Group AS and other businesses controlled by members of
the board and the management of SuperOffice Group AS are at arm length basis. Members of the
Board and management must report to the Board before they commit SuperOffice to any other
company where they have a major interest. Please refer to the financial statements for details on
transactions with related parties in note 20.
FREELY NEGOTIABLE
The shares in SuperOffice Group AS are freely negotiable, and the articles of association do not
impose any restrictions on transfer of shares.
GENERAL MEETINGS
Annual General Meetings at SuperOffice Group AS
Through the Annual General Meeting the shareholders exercise the highest authority in the
company. All shareholders are entitled to submit items to the agenda, meet, speak and vote at
General Meetings.
The Annual General Meeting
The Annual General Meeting is held each year before the end of June. Extraordinary General
Meetings may be called by the Board of Directors at any time. The Company’s auditor or
shareholders representing at least ten percent of the total share capital may demand that an
Extraordinary General Meeting is called. General Meetings are convened by written notice to all
shareholders with known addresses no later than 7 days prior to the date of the meeting. Proposed
resolutions and supporting information will be distributed to the shareholders no later than the date
of the notice. The Board decides on the agenda. The main agenda items are determined by the
requirements of the Public Limited Liability Companies Act.
Participation
Shareholders must give written notice of their intention to attend the Annual General Meeting, either
by post, or e-mail. Shareholders who are unable to attend the meeting may appoint a proxy. The
Board attends the Annual General Meeting together with the management group. The auditor must
at least be available by phone.
ELECTION COMMITTEE
SuperOffice Group AS has no election committee. The board members jointly nominate new
members to the board, and a thorough evaluation process of potential candidates is performed
before they are proposed for the Annual General Meeting. New members to the board are elected
at the Annual General Meeting.
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BOARD OF DIRECTORS – COMPOSITION AND INDEPENDENCE
Members of the Board of Directors
The Board of Directors currently consists of the Chairman, Deputy Chairman and three Board
Members.
Elections to the Board
The Chairman, the Deputy Chairman and the members of the Board are elected by the General
Meeting.
The Composition and the independence of the Board
It is the Company’s intention that the members of the Board of Directors will be selected in the light
of an evaluation of the Company’s needs for expertise, capacity and balanced decision making,
and with the aim of ensuring that the Board of Directors can operate independently of any special
interests.
BOARD WORK
Overall responsibilities and mandate of the Board
The Board of Directors has the ultimate responsibility for the management of the Group. This
includes the responsibility of supervising and exercising control of the Company’s activities. The
proceedings and responsibilities of the Board of Directors are governed by a set of rules of
procedure. The Chairman of the Board is responsible for ensuring that the work of the Board is
carried out in an effective manner. The Board carries out an annual evaluation of its own
performance and competence.
Mandate for the Chief Executive Officer (CEO)
The Board is responsible for the appointment of the CEO, and the CEO reports to the Board of
Directors. The CEO is responsible for the day-to-day management of the Company. The CEO is
responsible for ensuring that the Company’s accounts are in accordance with existing Norwegian
legislation and regulations and other relevant laws, and that the assets of the Company are soundly
managed. The powers and responsibilities of the CEO are defined in instructions adopted by the
Board of Directors.
Internal Control
The responsibility of the internal control is delegated to the management group on a day-to-day
basis. It is the management group’s responsibility to prepare a budget that highlights the strategy
and risk for the coming year, and the board of directors is directly involved in the process.
SuperOffice continuously monitors threats to product quality, delivery standards, its financial status,
and changes in the market conditions. SuperOffice has a constant focus on risk factors and means
for reducing the risks.
SuperOffice has a continuous focus on improving in all aspects of internal control, and the main
areas of focus for improvement are discussed with the Board of Directors.
Following the listing of the bond loan at Oslo Stock Exchange an Audit Committee reporting to the
Board of Directors has been established.
Financial Reporting
The Board of Directors receives monthly financial reports on the Group’s economic and financial
status. The monthly report highlights potential risk areas, and the means that are employed to
reduce the risk.
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Insurance
The Board of Directors, CEO and executive management are covered by a D&O liability insurance
limited up to TNOK 40 000. In addition, Axcel holds a D&O liability insurance for all portfolio
companies with a coverage limited up to TDKK 300 000.
The insurance covers the responsibilities of the secured for damage to assets, including personal
liability for the Group's liabilities, due to claims against the secured during the insurance period as
a result of an alleged liability act or omission in the role of the secured by the general manager,
board member, member of the management or equivalent governing body in Group.
REMUNERATION OF THE BOARD OF DIRECTORS
The remuneration paid to the Board of Directors is decided by the Annual General Meeting. For
further information on the remuneration of the Board of Directors please refer to the financial
statements. There is no option programme for the members of the Board.
REMUNERATION OF LEADING EMPLOYEES
In accordance with the Norwegian Public Limited Companies Act a statement will be presented to
the Annual General Meeting on the remuneration policies for leading employees of SuperOffice
AS. The Board decides the annual compensation for the CEO. There is no outstanding share option
scheme for the management team. See the notes to the financial report for further information on
the compensation to the leading employees.
INFORMATION AND COMMUNICATIONS
The shareholders shall not be exposed to differential treatment that lacks a factual basis in the
Company’s and the shareholders common interest, and the Company’s information policy shall be
based on openness and equal treatment of all shareholders.
TAKE-OVERS
The Articles of Association do not contain any restrictions or limitations on acquiring the SuperOffice
Group AS shares. The Board of Directors will evaluate all potential offers on the Company and the
shareholders shall not be exposed to differential treatment that lacks a factual basis in the
Company’s and the shareholders’ common interest.
AUDITOR
The Company’s auditor is elected by the Annual General Meeting based on a recommendation
from the Board of Directors. The Company’s auditor is available at Board Meetings that consider
the annual accounts, and the Board of Directors receives a management letter from the auditor
following the year-end audit. The auditor participates at meetings where it is deemed necessary by
the Board of Directors. The Audit Committee has approved that the auditor can be used for certain
consultancy work. The fees paid to the Company’s auditor are presented in the annual accounts.
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FINANCIALS – SUPEROFFICE GROUP (IFRS)
SuperOffice Group – IFRS
Consolidated income statement
All figures in TNOK
Note
2021 2020*
REVENUES
Operating income 2 503 784 313 967
Total revenues 503 784 313 967
OPERATING EXPENSES
Purchase of materials and services 3 57 817 37 381
Payroll and related expenses 4 281 762 161 294
Other operating expenses 5 64 177 47 394
Bad debts 13 531 266
Total operating expenses 2 404 287 246 335
Operating profit before depreciation, amortisation
and transaction costs
Depreciations and amortisations 6, 8, 9 95 403 62 219
Change in earn-out liability 19 (19 943 ) (34 177 )
Transaction costs 23 - 17 440
Operating profit 24 036 22 151
FINANCIAL ITEMS
Financial income 11 692 1 748
Financial expenses 69 969 55 546
Net financial items 10 (58 277 ) (53 798 )
Profit before income tax (34 241 ) (31 647 )
Income tax expenses 12 2 517 (10 373 )
Profit for the year (36 758 ) (21 274 )
*)The consolidated financial statements for 2020 are for the period from 8 May to
31 December 2020.
The notes on page 21-63 are an integral part of these consolidated financial statements.
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SuperOffice Group - IFRS
Consolidated statement of comprehensive income
All figures in TNOK
2021 2020
Profit/(loss) for the year (36 758 ) (21 274 )
Other comprehensive income:
Currency translation differences (may be reclassified)
Total comprehensive income for the year (33 570 ) (24 020 )
The notes on page 21-63 are an integral part of these consolidated financial statements.
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SuperOffice Group - IFRS
Consolidated balance sheet - assets
All figures in TNOK
ASSETS Note 31.12.2021 31.12.2020
Non-current assets
Deferred tax assets 12 15 180 16 420
Goodwill 7 665 199 668 318
Intangible assets 6 645 192 701 332
Tangible assets 8 16 215 17 035
Right-of-use assets 9 126 017 143 224
Other non-current receivables 13 851 889
Total non-current assets 1 468 654 1 547 219
Current assets
Account receivables 13 49 414 39 659
Receivables on group companies 11 648 153
Prepaid income tax 12 1 104 3 142
Other current assets 13 30 142 19 850
Cash and cash equivalents 21 90 725 44 194
Total current assets 172 034 106 997
TOTAL ASSETS 1 640 687 1 654 216
The notes on page 21-63 are an integral part of these consolidated financial statements.
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SuperOffice Group - IFRS
Consolidated balance sheet - equity and liabilities
All figures in TNOK
EQUITY AND LIABILITIES Note 31.12.2021 31.12.2020
Equity
Share capital 17 90 60
Share premium 622 589 580 219
Total paid in capital 622 679 580 279
Other reserves (248 596 ) (215 515 )
Total equity 374 083 364 765
Non-current liabilities
Deferred tax liabilities 12 145 828 153 783
Pension liabilities 18 309 310
Non-current lease liabilities 9 112 136 125 971
Borrowings 16, 21 698 769 695 604
Other non-current liabilities 19 - 19 016
Total non-current liabilities 957 043 994 684
Current liabilities
Trade payable 19 18 508 23 726
Current income tax payable 12 857 401
Tax witholding and VAT 29 037 28 829
Prepayments from customers 19 190 455 145 959
Current lease liabilities 9 16 423 17 815
Other current liabilities 19 54 281 78 039
Total current liabilities 309 561 294 768
TOTAL EQUITY AND LIABILITIES 1 640 687 1 654 216
Oslo, 7 April 2022
Klaus Holse
Christian Bro
Bamberger
Björn Erik
Larsson
Eilert
Hanoa
Endre
Rangnes
Chairman of the
Board
Deputy Chairman of the
Board
Board member
Board
member
Board
Member
The notes on page 21-63 are an integral part of these consolidated financial statements.
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SuperOffice Group - IFRS
Consolidated statement of changes in equity
All figures in TNOK
Share Share Currency Other Total
Note capital premium difference equity equity
2021
Equity 1 January 60 580 219 (2 746 ) (212 769 ) 364 765
Profit (loss) for the period - - - (36 758 ) (36 758 )
Currency translation effects - - 3 188 - 3 188
Transactions with owners in
their capacity as owners:
Issue of shares 30 42 370 - - 42 400
Other - - - 489 489
Equity 31 December 90 622 589 442 (249 039 ) 374 083
All figures in TNOK
Share Share Currency Other Total
Note capital premium difference equity equity
2020
Equity 25 February 30 - - - 30
Profit (loss) for the period - - - (21 274 ) (21 274 )
Currency translation effects - - (2 746 ) - (2 746 )
Total comprehensive
income for the period
Transactions with owners in
their capacity as owners:
Issue of shares 30 580 219 - - 580 249
Paid dividend - - - (191 500 ) (191 500 )
Other - - - 5 5
Equity 31 December 60 580 219 (2 746 ) (212 769 ) 364 765
Total comprehensive
income for the period
The notes on page 21-63 are an integral part of these consolidated financial statements.
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SuperOffice Group - IFRS
Consolidated statement of cash flows
All figures in TNOK Note
2021 2020
Cash flows from operating activities: 14 147 132 (26 860 )
Interest paid 10 (57 054 ) (16 358 )
Income tax paid (4 853 ) (6 863 )
Net cash generated from operating activities 85 225 (50 081 )
Cash flows from investing activities:
Acquistion of subsidiary, less cash acquired 23,15 - (797 909 )
Purchase of property, plant and equipment (PPE) 8 (4 554 ) (6 849 )
Development and purchase of intangible assets 6 (13 672 ) (10 065 )
Interest received 10 119 52
Net cash used in investing activities (18 107 ) (814 771 )
Cash flows from financing activities:
Proceeds from issuance of share capital 42 400 435 735
Proceeds from borrowings, bond loan 16 - 1 179 993
Repayment of borrowings 16 - (506 437 )
Earn-out liability 19 (42 386 ) -
Payment of principal portion of lease liabilities 9 (19 199 ) (10 439 )
Dividend paid to company's shareholders - (191 500 )
Net cash used in financing activities (19 185 ) 907 352
Net (decrease)/increase in cash, cash
equivalents and bank overdrafts 47 933 42 500
Cash and cash equivalents at beginning of period 44 194 30
Exchange gains/(losses) on cash and bank overdrafts (1 402 ) 1 664
CASH AND CASH EQUIVALENTS AT END OF YEAR 90 725 44 194
The notes on page 21-63 are an integral part of these consolidated financial statements.
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Notes to the consolidated accounts
SuperOffice Group - IFRS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.0 GENERAL INFORMATION
SuperOffice Group AS is a limited l iability company incorporated at 25 February 2020 and domiciled in
SuperOffice Group AS is owned 100% by SuperOffice Holding I AS, which is owned by SuperOffice Holding
II AS which is owned 89,9 % by SuperOffice Holding III AS. SuperOffice Holding I, II and III AS are not
included in these consolidated financial statements. A set of separate consolidated financial statements are
prepared for SuperOffice Holding III AS and its subsidiaries.
SuperOffice is Europe’s leading supplier of CRM software solutions to the professional business-to-business
market. SuperOffice’s solutions are delivered and implemented through subsidiaries, distributors and value
added resellers. In addition to providing software solutions, SuperOffice also delivers consulting services
related to strategic CRM issues, implementation, integrations and user education.
1.1 BASIS FOR PREPARATION OF THE ANNUAL ACCOUNTS
The consolidated financial statements for the SuperOffice Group have been prepared in accordance with
IFRS as adopted by the EU, and interpretations stated by the International Accounting Standards Board. The
consolidated financial statements have been prepared based on uniform accounting principles for similar
transactions and events under otherwise similar circumstances.
The consolidated financial statements for 2021 has been prepared for the full year while consolidated
financial statements for 2020 was prepared for the period from 25 February to 31 December. SuperOffice
Group AS obtained control of SuperOffice AS and its subsidiaries on 8 May 2020 and SuperOffice AS Group
was consolidated from 8 May 2020. The group obtained control of InfoBridge Software B.V. at 31 August
2020 and the company was consolidated from 1 September 2020.
1.2 CONSOLIDATION PRINCIPLES
Subsidiaries
The Group’s consolidated financial statements comprise SuperOffice Group AS and the companies in which
SuperOffice Group AS has a controlling interest. A controlling interest is normally attained when the Group
owns, either directly or indirectly, more than 50% of the shares in the Company and has the power of
exercising control over the Company. Minority interests are included in the Group’s equity. The purchase
method of accounts is applied when accounting for business combinations. Companies which have been
acquired or sold during the year are consolidated from the date control is obtained or ceased.
Other
All other investments are accounted for in accordance with IFRS 9, “Financial Instruments, and additional
information provided in the notes.
Intra-group transactions and balances, including internal profits and unrealised gains and losses are
eliminated in the consolidation.
1.3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Management has used estimates and assumptions that have affected assets, liabilities, revenues, expenses
and information on potential liabilities. Future events may lead to changes in these estimates. The estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.
The Group tests annually whether goodwill has suffered any impairment. The recoverable amount of cash
generating units has been determined based on value in use calculations.
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The Group has used assumptions and estimates in determining the lease term of contracts with renewal
options. The assumptions affects the value of the right-of-use asset and the future lease liabilities as well as
the depreciations and financial cost related to the lease contracts.
The Group has used assumptions and estimated in determining the fair value of assets and liabilities in
business acquisitions. In determining the fair value of the assets and liabilities in the SuperOffice AS Group
and InfoBridge B.V. the Group has made assumptions about the future development, results and cash flows
of the companies.
The Group used assumptions and estimates related to the earn-out liability from the acquisition of the shares
in SuperOffice AS in 2020. The earn-liability was been estimated on the assumption that the Group would
reach its budgeted total operation revenue in 2021. At the closing of 2021 the Group the operating revenue
for the Group is below the limit for an earn-out for 2021 and the estimated earn-out liability has been reversed
based on the actual revenue recognised.
If the changes also affect future periods, the effect is distributed over the current and future periods.
Estimates and assumptions are continuously reviewed. Such changes will be recognised in the period new
estimates can be determined with certainty. If the changes relate to other than the current period, the effects
are allocated to the current and future periods respectively.
1.4 FOREIGN CURRENCY
The Group’s presentation currency is NOK. This is also the parent company’s functional currency.
The statement of financial position figures of entities with a different functional currency are translated at the
exchange rate prevailing at the end of the reporting period for balance sheet items, including goodwill, and
the exchange rate at the date of the transaction for profit and loss items. The monthly average exchange
rates are used as an approximation of the transaction exchange rate. Exchange differences are recognised
in other comprehensive income (“OCI”).
When investments in foreign subsidiaries are sold, the accumulated translation differences relating to the
subsidiary attributable to the equity holders of the parent are recognised in the statement of comprehensive
income. When a loss of control, significant influence or joint control is present the accumulated exchange
differences related to investments allocated to controlled interests is recognised in profit and loss.
1.5 REVENUE FROM CONTRACT WITH CUSTOMERS
At contract inception, SuperOffice identifies the promised licenses and services within the contract and
determine which of those are separate performance obligations. SuperOffice performance obligation within
the contracts are described below. SuperOffice recognises revenue when we satisfy the identified
performance obligations by transferring the promised licenses or service to the customer. The timing of the
transfer is determined based on when the customer obtains control of the delivered licenses or services.
The SuperOffice group has the following types of contracts:
License revenue:
- On premises license agreements (right to use)
- Cloud subscriptions (right to access)
- Onsite subscriptions (right to access)
- Maintenance and support for on premises license agreements.
Sale of license subscriptions (right to access) are recognised over time, as the customer simultaneously
receives and consumes the benefits of the services. Revenue from sale of on premises licenses (right to
use) are recognised at the point in time when the customer get access to the software. Revenue from the
sale of on premises licenses is recognised at the point in time as the customer may use the license without
any further services or deliveries from the Group. Revenues from subscriptions and maintenance and support
are recognised over time as they require continuous delivery from the Group.
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Maintenance and support related to on premises license agreements are delivered and recognised over the
maintenance period.
Services:
- Service agreements
The performance obligations within services are typically consulting hours which are performed and the
customer simultaneously receives and consumes the benefit of the services. The SuperOffice Group has
decided to recognise the revenue linear over the service agreement period as a simplified approach and
thereby the service agreements are recognised over time.
Other operating revenue:
- Other
Other operating revenue are revenues from contracts not related to the core business. Recognition of
revenue from these contracts are considered individually.
Interests on bank deposits are recognised in the income statement when they are earned. Group
contributions and dividends are recognised in the income statement when the shareholders’ right to receive
the group contribution has been determined by the Annual General Meeting.
Significant financing component
The Group receives short-term advances from its customers. Using the practical expedient in IFRS 15, the
Group does not adjust the promised amount of consideration for the effects of a significant financing
component if it expects, at contract inception, that the period between the transfer of the promised good or
service to the customer and when the customer pays for that good or service will be one year or less.
Contract costs
Under IFRS 15 there are two types of contract costs where an asset needs to be recognised:
- Incremental cost of obtaining a contract
- Cost incurred in fulfilling a contract.
Incremental costs of obtaining a contract (e.g. sales commission) will be recognised as an asset if the Group
expects to recover them through the inherent margin of the contract. Cost such as bid costs, negotiations,
meetings and contract writing are not considered incremental and are expensed as incurred.
IFRS 15 requires these costs to be recognised as an asset and amortised on a systematic basis that is
consistent with the transfer to the customer of the goods and services to which the assets relates.
1.6 SEGMENTS
SuperOffice management operates under one segment: Development and sale of CRM software. The
segment is consequently equal to ordinary consolidated income statement.
1.7 INCOME TAX
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are
calculated on all differences between the book value and tax value of assets and liabilities, with the
exception of:
− temporary differences linked to goodwill that are not tax deductible
− temporary differences related to investments in subsidiaries, associates or joint ventures when the
Group controls when the temporary differences are to be reversed and this is not expected to take
place in the foreseeable future.
24
Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax
purposes in subsequent periods to utilise the tax asset. The companies recognise previously unrecognised
deferred tax assets to the extent it has become probable that the company can utilise the deferred tax asset.
Similarly, the company will reduce a deferred tax asset to the extent that the company no longer regards it
as probable that it can utilise the deferred tax asset.
Deferred tax and deferred tax assets are measured on the basis of the expected future tax rates applicable
to the companies in the Group where temporary differences have arisen.
Deferred tax and deferred tax assets are recognised at their nominal value and classified as non-current
asset investments (long-term liabilities) in the balance sheet.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity
transactions.
1.8 TANGIBLE ASSETS
Non-current assets are carried at cost less accumulated depreciation and impairment losses. When assets
are sold or disposed of, the gain or loss is recognised in the income statement and the carrying amount is
derecognised. Repairs and maintenance are charged to the income statement during the financial period in
which they incurred.
The depreciation period and method are assessed each year to ensure that the method and period used
harmonise with the financial reality of the non-current asset. Depreciation is calculated using the straight-line
method to allocate their cost or re-valued amounts to their residual values over the estimated useful lives as
follows:
Operating equipment 3 years
Furniture and fittings 3-10 years
Fittings rented office locations lease period
1.9 INTANGIBLE ASSETS
Intangible assets are recognised in the balance sheet if there are probable future economic benefits that can
be attributed to the asset which is owned by the Group and the asset’s cost price can be reliably estimated.
Intangible assets with indefinite economic life are annually tested for impairment. Intangible assets with a
definite useful life are recognised at their cost price less accumulated depreciation and impairment losses.
Depreciation is carried out using the straight-line method over the estimated useful life. The amortisation
estimate and method applied are subject to an annual assessment. Intangible assets consist of goodwill,
customer relationships, development and software.
Development
Costs associated with developing or maintaining computer software programmes are recognised as an
expense as incurred. Expenses relating to development are capitalised and reported as intangible assets in
the balance sheet if the following criteria are met in full:
- the product or process is clearly defined and its cost can be identified and measured reliably;
- the technical solution for the product has been demonstrated;
- the product or process will be sold or used in the Company’s operations;
- it has been decided that the development will be finalised;
- the asset will generate future economic benefit; and
- sufficient technical, financial and other resources for completing the project are present
The Group starts to capitalise the costs related to a project when the criteria above has been met in full.
The directly attributable costs that are capitalised as part of the software product include the software
development employee costs and an appropriate portion of the relevant overheads.
Amounts invested in product development are capitalised and depreciated under the straight-line method
over the expected useful life of the product. The expected useful life for capitalised development is 3-5 years.
25
Amount paid for source code is capitalised and depreciated in a straight line over the estimated useful life.
The estimated useful life for source codes is 3-5 years.
Technology
Technology acquired through a business acquisition is recognised at fair value on the acquisition date.
Technology recognised as asset is depreciated over its estimated useful life, 10 years.
Customer relationships
Customer relationships acquired through a business acquisition are recognised at fair value on the
acquisition date. Customer relationships are recognised as an asset on the acquisition date and depreciated
over their estimated useful life, 10 years.
Brand name
Brand names acquired through a business acquisition are recognised at fair value on the acquisition date.
Brand names are deemed to have indefinite useful life.
Brand names are impairment tested annually or more often is there are indication of impairment. The carrying
value of the cash generating unit to which the brand is attributed is compared to the recoverable value, which
is the highest of the value in use and the fair value less costs to sell. Any impairment loss is recognised
immediately as a cost and it is not reversed.
Value of rental agreements
Rental agreements acquired through business acquisitions where the agreements are deemed to be below
market value and will present a future economic benefit for the Group. The asset is recognised at the present
value of the annual cost savings and depreciated over the remaining contract length.
Goodwill
Excess value on the purchase of operations that cannot be allocated to assets or liabilities on the acquisition
date is recognised as goodwill in the balance sheet. Goodwill is recognised in the balance sheet at cost price
less accumulated impairment losses. Goodwill is not amortised, but allocated to cash flow generating units
and assessment is made annually as to whether the carrying amount can be justified by future earnings. If
there are indications of any need to recognise impairment losses relating to goodwill, an assessment will be
made of whether the discounted cash flow relating to the goodwill exceeds the carrying amount of goodwill.
If the discounted cash flow is less than the carrying amount, goodwill will be written down to its fair value.
Goodwill is tested for impairment annually.
Goodwill that has been reported by the acquired company is eliminated in the acquisition analysis.
Software
Purchases of software licenses for internal use are capitalised and reported as intangible assets. The
software is depreciated over the expected useful life under the straight-line method.
1.10 FINANCIAL INTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
Financial Assets
The Group´s financial assets are: derivatives, non-listed equity instruments, quoted debt instruments, trade
receivables and cash and cash equivalents.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade
receivables that do not contain a significant financing component, the Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction
costs.
The Group classified its financial assets in two categories:
26
- Financial assets at amortised cost
- Financial assets at fair value through OCI (other comprehensive income) with recycling of cumulative
gains and losses
Financial assets at amortised cost
The Group measures financial assets at amortised cost if both of the following conditions are met:
- The financial asset is held within a business model with the objective to hold financial assets in order
to collect contractual cash flows and,
- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and
are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
The Groups financial assets at amortised cost includes trade receivables and other short-term deposit. Trade
receivables that do not contain a significant financing component are measured at the transaction price
determined under IFRS 15 Revenue from contracts with customers.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
- The rights to receive cash flows from the asset have expired, or
- The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
‘pass-through’ arrangement; and either
a. the Group has transferred substantially all the risks and rewards of the asset, or
b. the Group has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset
Financial assets at fair value through the profit or loss are financial assets held for trading. A financial asset
is classified in this category if acquired principally for selling them in the short term, Derivatives are also
categorised as held for trading unless they are designated as hedges. Assets in this category are classified
as current assets if expected to be settled within 12 months, otherwise they are classified as non-current.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives
designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognised initially
at fair value. Loans, borrowings and payables are recognised at fair value net of directly attributable
transaction costs.
Derivatives are financial liabilities when the fair value is negative, accounted for similarly as derivatives as
assets.
Loans, borrowings and payables
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost and any difference between the proceeds (net of transactions costs)
and the redemption value is recognised in the income statement over the period of the borrowings using the
effective interest method. Gains and losses are recognised in profit or loss when the liabilities are
derecognised as well as through the EIR (effective interest rate) amortisation process. The EIR amortisation
is included as finance costs in the income statement.
The financial liability from borrowings is derecognised when the obligation under the liability is discharged,
cancelled or expires.
27
Amortised cost is calculated by taking into account any premium on acquisition and fees or costs that are an
integral part of the EIR.
Payables are measured at their nominal amount when the effect of discounting is not material.
Derecognition of financial liabilities
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in the statement of profit or loss.
Cash flow hedges
The Group uses only derivative financial instruments, such as forward currency contracts to hedge its foreign
currency risks and interest rate swaps to secure future interest payments. Such instruments are initially
recognised at fair value on the date on which a derivative contract is entered into and are subsequently
remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as
financial liabilities when the fair value is negative.
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow
hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The
cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument
and the cumulative change in fair value of the hedged item. The forward premium of currency contracts is
excluded from the hedging relationship and is accounted for as cost of hedging.
Fair value hedges and hedges of a net investment is not applicable to the group.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that
are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has
been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment.
For debt instruments at fair value through OCI, the Group applies the low credit risk simplification. At every
reporting date, the Group evaluates whether the debt instrument is considered to have low credit risk using
all reasonable and supportable information that is available without undue cost or effort. In making that
evaluation, the Group reassesses the internal credit rating of the debt instrument. In addition, the Group
considers that there has been a significant increase in credit risk when contractual payments are more than
30 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before
28
taking into account any credit enhancements held by the Group. A financial asset is written off when there is
no reasonable expectation of recovering the contractual cash flows.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
1.11 LEASING
Identifying a lease
At the inception of a contract, The Group assesses whether the contract is, or contains, a lease. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration.
The Group as a lessee
For contracts that constitute, or contain a lease, the Group separates lease components if it benefits from
the use of each underlying asset either on its own or together with other resources that are readily available,
and the underlying asset is neither highly dependent on, nor highly interrelated with, the other underlying
assets in the contract. The Group then accounts for each lease component within the contract as a lease
separately from non-lease components of the contract.
Recognition of leases and exemptions
At the lease commencement date, the Group recognises a lease liability and corresponding right-of-use
asset for all lease agreements in which it is the lessee, except for the following exemptions applied:
− Short-term leases (defined as 12 months or less)
− Low value assets (defined as less than TNOK 75)
For these leases, the Group recognises the lease payments as other operating expenses in the statement
of profit or loss when they incur.
Lease liabilities
The lease liability is recognised at the commencement date of the lease. The Group measures the lease
liability at the present value of the lease payments for the right to use the underlying asset during the lease
term that are not paid at the commencement date. The lease term represents the non-cancellable period of
the lease, together with periods covered by an option either to extend or to terminate the lease when the
Group is reasonably certain to exercise this option.
The lease payments included in the measurement comprise of:
− Fixed lease payments (including in-substance fixed payments), less any lease incentives
receivable
− Variable lease payments that depend on a minimum index, initially measured using the minimum
index or rate as at the commencement date. Other index or rate adjustments are a included in
the calculation when the Group know the adjustment.
− Amount expected to be payable by the Group under residual value guarantees
− The exercise price of a purchase option, if the Group is reasonably certain to exercise that option
− Payments of penalties for terminating the lease, if the lease term reflects the Group exercising
an option to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying
amount to reflect any reassessment or lease modifications, or to reflect adjustments in lease payments due
to an adjustment in an index or rate.
The Group does not include variable lease payments in the lease liability. Instead, the Group recognises
these variable lease expenses in profit or loss.
The Group presents its lease liabilities as separate line items in the statement of financial position.
29
Right-of-use assets
The Group measures the right-of use asset at cost, less any accumulated depreciation and impairment
losses, adjusted for any remeasurement of lease liabilities The cost of the right-of-use asset comprise:
− The amount of the initial measurement of the lease liability recognised
− Any lease payments made at or before the commencement date, less any incentives received
− Any initial direct costs incurred by the Group. An estimate of the costs to be incurred by the Group
in dismantling and removing the underlying asset, restoring the site on which it is located or restoring
the underlying asset to the condition required by the terms and conditions of the lease, unless those
costs are incurred to produce inventories.
The Group applies the depreciation requirements in IAS 16 Property, Plant and Equipment in depreciating
the right-of-use asset, except that the right-of-use asset is depreciated from the commencement date to the
earlier of the lease term and the remaining useful life of the right-of-use asset.
The Group applies IAS 36 Impairment of Assets to determine whether the right-of-use asset is impaired and
to account for any impairment loss identified.
Recognition of lease liabilities and right-of-use asset from business combinations
The group recognised lease liabilities and right-of-use asset from business combinations by using the
remaining lease period from the acquisition date.
Practical expedients applied
The Group also leases some personal computers, office equipment and furniture with contract terms of 1 to
5 years. The Group has elected to apply the practical expedient of low value assets for some of these leases
and does not recognise lease liabilities or right-of-use assets. The leases are instead expensed when they
incur. The Group has also applied the practical expedient to not recognise lease liabilities and right-of-use
assets for short-term leases, presented in the table above.
The Group as a lessor
For a contract that contains a lease component and one or more additional lease or non-lease components,
The Group allocates the consideration in the contract applying the principles in IFRS 15 Revenue from
Contracts with Customers.
Recognition of leases and income
For contracts where the Group acts as a lessor, it classifies each of its leases as either an operating lease
or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards
incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not
transfer substantially all the risks and rewards incidental to ownership of an underlying asset.
The Group as a lessor does not have any financial leases.
Operating leases
For operating leases, the Group recognises lease payments as other income, mainly on a straight-line basis.
The Group recognises costs incurred in earning the lease income in other operating expenses. The Group
adds initial direct costs incurred in obtaining an operating lease to the carrying amount of the underlying
asset and recognises those costs as an expense over the lease term on the same basis as the rental income.
30
1.12 CASH AND CASH EQUIVALENTS
Cash includes cash at hand and in the bank.
1.13 EQUITY
Financial instruments are classified as liabilities or equity in accordance with the underlying financial reality.
Interest, dividends, gains and losses relating to a financial instrument classified as a liability will be presented
as an expense or revenue. Amounts distributed to holders of financial instruments which are classified as
equity will be recognised directly in equity.
When treasury shares are acquired, the purchase price, including direct costs, is accounted for as a change
in equity. These shares are classified as treasury shares and are presented as a negative equity element.
Losses or gains on transactions involving treasury shares are not recognised in the income statement.
Cost of equity transactions are recognised directly in equity net of tax expenses.
When rights and obligations relating to how amounts are distributed from financial instruments depend on
certain types of contingent events in the future and lie outside both the issuer’s and holder’s control, the
financial instrument will be classified as a liability unless the probability of the issuer having to pay cash or
other financial assets is remote at the time of issuance. In such case, the financial instrument is classified as
equity.
1.14 EMPLOYEE BENEFITS
The Group operates various post-employment schemes, including both defined benefit and defined
contribution pension plans.
Pension obligations
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate
entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not
hold sufficient assets to pay all employee benefits relating to employee service in the current and prior
periods. A defined benefit plan is a pension plan that is not defined contribution.
Typically, defined benefit plans define an amount of pension benefit that an employee will receive on
retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value
of the defined benefit obligation at the end of the reporting period less the fair value of the plan assets. The
defined benefit obligation is calculated annually by independent actuaries using the projected unit credit
method. The present value of the defined benefit obligation is determined by discounting the estimated future
cash outflows using interest rates recommended in the marked where the liability has incurred.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are
charged or credited to equity in other comprehensive income in the period in which they arise.
Past-service costs are recognised immediately in income.
For defined contribution plans, the Group pays contributions to privately or publicly administrated pension
insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment
obligations once the contributions have been paid. The contributions are recognised as employee benefit
expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash
refund or a reduction of future payments is available.
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement
date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group
recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer
withdraw the offer of those benefits; and (b) when the entity recognisees cost for a restructuring that is within
the scope of IAS 37 and involves the payment of terminations benefits. Benefits falling due more than 12
months after the end of the reporting period are discounted to their present value.
31
1.15 PROVISIONS
Provisions are recognised when, and only when, the Group has a valid liability (legal or estimated) because
of events that have taken place and it can be proven probable (more probable than not) that a financial
settlement will take place, as a result of this liability, and that the size of the amount can be measured reliably.
1.16 TRADE PAYABLES
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course
of business from suppliers. Accounts payables are classified as current liabilities if payment is due within
one year or less. If not, they are presented as non-current liability.
1.17 CONTINGENT LIABILITIES AND ASSETS
Contingent liabilities and assets are not recognised in the annual accounts but are disclosed if significant
and probable.
1.18 GOVERNMENT GRANTS
Government grants are recognised when it is reasonably certain that the company will meet the conditions
stipulated for the grants and that the grants will be received. Operating grants are recognised systematically
during the grant period. Grants are deducted from the cost which the grant is meant to cover. Investment
grants are capitalised and recognised systematically over the asset’s useful life. Investment grants are
recognised either as deferred income or as a deduction of the asset’s carrying amount.
1.19 CHANGES IN ACCOUNTING POLICIES AND DISCLOUSURES
No changes in IFRS effective for the 2021 financial statements are relevant this financial year.
1.20 EVENTS AFTER THE BALANCE SHEET DATE
New information about the Group’s financial position which becomes known after the balance sheet date is
recorded in the annual financial statements. Events after the balance sheet date that do not affect the
Company’s position, but which will affect the Company’s position in the future are stated if significant.
SuperOffice Group - IFRS
NOTE 2 – REVENUES FROM CONTRACTS WITH CUSTOMERS AND OPERATING EXPENSES
All figures in TNOK
OPERATING INCOME GEOGRAPHICALLY 2021 2020
Norway 194 635 119 432
Sweden 106 532 67 967
Denmark 47 552 29 760
Germany 55 544 33 362
Netherlands 58 907 36 616
Great Britain 13 107 8 996
Switzerland 27 505 17 834
Total 503 784 313 967
61,4 % (62,0 in 2020) of the revenues were in foreign currency.
Revenues are recognised according to IFRS 15 and all revenues in the Group are from customer contracts,
with the exception of revenues from lease contracts on the office location in Oslo which is recognised
according to IFRS 16.
32
OPERATING INCOME BY TYPE 2021 2020
Licence revenue 439 438 275 882
Services 61 005 35 457
Other income 3 340 2 629
Total 503 784 313 967
OPERATING INCOME BY TYPE 2021 2020
On premises licenses 9 731 7 302
Maintenance and support 109 762 98 615
Onsite subscriptions 54 061 27 706
Cloud subscriptions 265 883 142 258
License revenue 439 438 275 882
Services 61 005 35 457
Other income 3 340 2 629
Total 503 784 313 967
TIMING OF REVENUE RECOGNITION 2021 2020
At a point in time 9 731 7 302
Over time 494 052 306 665
Total 503 784 313 967
ASSETS AND LIABILITIES RELATED TO CUSTOMER CONTRACTS
The timing of revenue recognition, invoicing and cash collections results in, prepayments from customers
(contract liabilities) and contract assets. Receivables is recognised when the right to conditional
consideration becomes unconditional. Contract liabilities are recognised as revenue as (or when)
SuperOffice preforms under the contracts.
Contract liabilities consists of prepaid amounts from the customers.
Cost to obtain a contract/prepaid contract costs, is the commission paid to the sales representative. The
commission is calculated and paid to the sales representatives on a quarterly basis. The Group also have
partners selling SuperOffice product and some partners receive a kick-back on the sale of licenses. The cost
for both prepaid commission to sales representatives and kick-back to partners are distributed over the
committed contract period of 12 months.
All figures in TNOK Note 2021 2020
Contract assets:
Prepaid contract costs 13 12 015 4 389
Contract liabilities:
Prepayments from customers 19 190 455 145 537
Net contact assets/-liabilities (178 440) (141 148)
33
Customer contracts are invoiced on the following intervals: monthly, quarterly, bi-annually and annually. The
invoicing period does not exceed 12 months. Prepayments from customers at 31 December 2021 will be
recognized as revenue in 2022.
All figures in TNOK
OPERATING EXPENSES GEOGRAPHICALLY
2021 2020
Norway 200 870 96 965
Sweden 71 227 49 557
Denmark 24 262 16 760
Germany 30 066 22 600
Netherlands 29 684 23 899
Great Britain 6 727 5 040
Switzerland 23 945 18 019
Lithuania 17 506 13 494
Total 404 287 246 335
SuperOffice Group - IFRS
NOTE 3 – PURCHASE OF MATERIALS AND SERVICES
All figures in TNOK 2021 2020
Direct operating cost 50 338 27 415
Third party consultants 5 452 3 815
Third party products 1 423 5 932
Other 604 220
Total 57 817 37 381
SuperOffice Group - IFRS
NOTE 4 – PAYROLL AND RELATED EXPENSES
All figures in TNOK Note 2021 2020
Salaries and holiday pay 167 730 104 442
Bonuses 39 431 13 855
Payroll tax 34 480 18 192
Pension cost, defined benefit plans 18 3 198 2 016
Pension cost, defined contribution plans 18 14 077 9 148
Other payroll expenses 22 847 13 641
Total payroll cost 281 762 161 294
Average man-year 246 248
Absence due to sickness 3,4 % 3,5 %
34
SuperOffice Group - IFRS
NOTE 5 – OTHER OPERATING EXPENSES
All figures in TNOK
2021 2020
Consultancy 13 652 15 059
Marketing cost 20 348 12 223
Location cost/rent 7 442 3 899
Hosting of servers and lease cost 3 492 2 234
Fixtures not capitalised 1 434 1 549
Maintenance software and equipment 11 093 6 710
Office cost general -326 1 176
Communication cost 2 385 1 669
Company cars expenses 2 915 2 559
Travel expenses 1 743 316
Total 64 177 47 394
SuperOffice Group - IFRS
NOTE 6 – INTANGIBLE ASSETS
All figures in TNOK
2021
Customer
Relationships
Technology Brand
Rental
Agreement
Develop-
ment
Software Total
Cost 01.01 367 980 305 155 29 700 34 200 10 041 51 747 127
Additions - - - - 13 282 390 13 672
Cost 31.12 367 980 305 155 29 700 34 200 23 323 441 760 799
Acc. amortisation and write
downs 01.01
24 256 20 018 - 1 520 - 2 45 796
Amortisation of the period 36 798 30 515 - 2 280 167 50 69 811
Acc. amortisation and write
downs 31.12
61 054 50 534 - 3 800 167 52 115 607
Translation effects - - - - - 0 0
CARRYING AMOUNT 31.12 306 926 254 621 29 700 30 400 23 155 390 645 192
Rates of amortisation 10 % 10 % 6,70 % 20-33 % 20-25 %
Amortisation method Linear Linear N/A Linear Linear Linear
Economic lifetime 10 years 10 years Infinite 15 years 3-5 years 3-4 years
35
All figures in TNOK
2020
Customer
Relationships
Technology Brand
Rental
Agreement
Develop-
ment
Software Total
Acquisition of SuperOffice
359 700 295 400 29 700 34 200 - 27 719 027
Acquisition of InfoBridge
8 280 9 755 - - - - 18 035
Additions - - - - 10 041 24 10 065
Cost 31.12 367 980 305 155 29 700 34 200 10 041 51 747 127
Acc. Amortisation from
acquisition of subsidiaries
05.05.20
- - - - - - -
Amortisation of the period 24 256 20 018 - 1 520 - 2 45 796
Acc. amortisation and write
downs 31.12
24 256 20 018 - 1 520 - 2 45 796
Translation effects - - - - - 2 2
CARRYING AMOUNT 31.12 343 724 285 136 29 700 32 680 10 041 51 701 332
Rates of amortisation 10 % 10 % 6,70 % 20-33 % 20-25 %
Amortisation method Linear Linear N/A Linear Linear Linear
Economic lifetime 10 years 10 years Infinite 15 years 3-5 years 3-4 years
Customer Relationships
Customer Relationships of TNOK 359 700 are from the purchase of SuperOffice on 8 May 2020 and TNOK
8 280 is from the purchase of InfoBridge Software B.V. at 31 August 2020. The valuation of customer
relationships are based on future revenues from existing customers at the time of the purchase, less
expenses, churn, contributory asset charges The useful life was assessed at 10 years.
Technology
Technology of TNOK 295 400 is from the purchase of SuperOffice on 8 May 2020 and TNOK 9 755 is related
to the software developed by SuperOffice. Technology of TNOK 9 755 is software developed by InfoBridge
Software B.V. Useful life was assessed to 10 years.
Brand
SuperOffice was at the time of the purchase considered to have a brand with a fair value of TNOK 29 700.
According to IAS 38.88, an asset has an indefinite life if there is no foreseeable limit to the period over which
the asset is expected to generate net cash inflows for the entity. The Brand name has been assumed to have
indefinite remaining life.
Rental Agreement
The rental agreement of the office location in Oslo was at the time of the purchase considered to be below
market rates and the fair value of the lease contract has been recognised separately from goodwill. The
assets is depreciated over 15 years which was the remaining contract length at the time of the acquisition.
Development Cost
The SuperOffice Group has capitalised expenses related to new development activities that are technically
and commercially viable for the business according to IAS 38. Activities related to maintenance of existing
software have not been capitalised but is recognised in the consolidated income statement.
The SuperOffice Group has capitalised TNOK 13 282 in development cost in 2021 and MNOK 10 041 from
May to December 2020. In 2021 TNOK 69 400 was recognised as development cost in the in the income
statement and from May to December 2020 the Group recognised TNOK 41 175 in development cost in the
36
income statement. The development cost derives from SuperOffice AS , SuperOffice Business Solutions AB
and InfoBridge Software B.V.
The directly attributable development costs that are capitalised as part of the software product include the
software development employee costs and an appropriate portion of the relevant overhead costs.
The costs of product development not fulfilling the criteria of capitalisation are expensed over the income
statement.
SPECIFICATION OF EXPENSED DEVELOPMENT COST 2021 2020
Wages and personnel expenses 48 557 28 533
Consultancy 7 494 4 468
Other operating expenses 13 349 8 174
Total 69 400 41 175
Software
Purchased standard software licenses for internal use.
SuperOffice Group - IFRS
NOTE 7 – GOODWILL AND IMPAIRMENT TESTING OF GOODWILL
All figures in TNOK
2021 Goodwill
Cost 01.01 668 318
Cost 31.12 668 318
Acc. depreciation and write downs 31.12 -
Translation effects (3 119)
CARRYING AMOUNT 31.12 665 199
Rates of depreciation
Depreciation method N/A
Economic lifetime Indefinite
All figures in TNOK
2020 Goodwill
Acquisition of SuperOffice AS 628 199
Acquisition of InfoBridge Software B.V. 40 119
Cost 31.12 668 318
Acc. depreciation and write downs 31.12 -
CARRYING AMOUNT 31.12 668 318
Rates of depreciation
Depreciation method N/A
Economic lifetime Indefinite
37
Impairment testing of goodwill:
The Group’s goodwill is related to the shares acquired by SuperOffice AS and its subsidiaries on 8 May
2020, and the acquisition of InfoBridge Software B.V. on the 31 August 2020. InfoBridge Software B.V. is a
subsidiary of SuperOffice AS. The SuperOffice AS Group (before the acquisition of InfoBridge) and
InfoBridge Software B.V are considered to be two separate cash generating units.
Close to 70 % of the total operating revenue from InfoBridge Software B.V is from SuperOffice customers
and 50 % of their revenues are eliminated in the Group accounts. The entire goodwill is allocated to these
two cash generating units.
The goodwill is considered to be related to market presence in certain segments, market growth
opportunities, organization and assembled workforce. Impairment testing of the goodwill is carried out at the
end of the year for the cash generating units. Recoverable amount is determined based on an assessment
of the respective cash generating units’ value in use. The values in use are estimated based on discounting
expected future cash flows after tax, discounted at an appropriate discount rate after tax that takes into
account the maturity and risk. Recoverable amount will therefore demonstrate what the value of the asset is
expected to contribute to the business.
Cash flows:
Future cash flows are based on the budget for 2022 and forecasts for the four subsequent years. Cash flows
are determined based on historical figures for the cash generating units. For the period after 2026, it is
assumed a growth rate of 2,5 %. A growth of 2,5 % in the terminal value is assumed to be reasonable as the
demand for CRM products and the company's products is expected. Market analysts expect the market for
CRM applications to increase by 12 %-15 % in the coming years. EBITDA margins are based on historical
data, and expectations for the coming years. The interest rate (WACC after tax) used for discounting cash
flow is 10,4% for the entire period. The WACC has been calculated based on the guidelines in IAS 36.55-57
and IAS 36. A15-A21.
Following are the applied growth factors during the period 2022-2026:
- License revenues: 13 % to 14 %
- Service revenues: 15%
- EBITDA margin: 21,4 % - 25,0 %
The expected growth is mainly related to growth in recurring license revenues. The growth is based on past
performance, continuous product development, increased go to market initiatives and management´s
expectation of market development. An extensive business plan is developed for the coming years with
initiatives that will drive the growth. EBITDA margin is expected to increase as the recurring revenues
increase. Management forecasts the cost base based on experience and expectations related to the planned
growth in revenues.
The fair values calculated for goodwill are significantly above the carrying amounts of the goodwill.
The Board is of the opinion that value of the company exceeds the total assets and the book value of the
shares in SuperOffice AS. The valuation is based on a set of key assumptions, and should the results differ
substantially from the assumptions an impairment might have to be considered. The risk related to the
estimated value in use and a potential impairment for SuperOffice AS is mainly related to assumed growth.
With no growth and the same cost base a potential write-down will have to be considered. The risk related
to a write down of the goodwill is considered to be low.
38
SuperOffice Group - IFRS
NOTE 8 – TANGIBLE ASSETS
All figures in TNOK
2021
Capitalised
Expenses
Operating
Equipment
Total
Cost 01.01 405 40 111 40 515
Additions - 4 554 4 554
Cost 31.12 405 44 664 45 069
Acc depreciation and write downs 01.01 337 23 089 23 426
Depreciation of the year 24 4 179 4 202
Write downs of the year - 78 78
Acc. Depreciation and write downs 31.12 360 27 346 27 707
Translation effects (3) (1 144) (1 147)
Carrying amount 31.12 41 16 174 16 215
Depreciation method: Linear Linear
Economic lifetime:
Lease
period
3-10 years
2020
Capitalised
Expenses
Operating
Equipment
Total
Acquisition of SuperOffice 405 32 865 33 269
Acquisition of InfoBridge - 831 831
Additions - 6 849 6 849
Disposals - (434) (434)
Cost 31.12 405 40 111 40 515
Accumilated depreciation pr. 08.05.20 320 20 818 21 139
Depreciation of the year 16 2 680 2 696
Acc. Deprecation disposal - (409) (409)
Acc. Depreciation and write downs 31.12 337 23 089 23 426
Translation effects 1 (54) (53)
CARRYING AMOUNT 31.12 68 16 967 17 035
Depreciation method: Linear Linear
Economic lifetime:
Lease
period
3-10 years
39
SuperOffice Group - IFRS
NOTE 9 – LEASES
The Group leases several assets such as offices, cars and office equipment. The Group’s right-of-use
assets are categorized and presented in the table below:
All figures in TNOK
RIGHT-OF USE ASSETS
Office
Oslo
Office
Other
Office
Equipment
Motor
Vehicles
Total
2021
Balance at 1 January 103 910 31 973 258 7 082 143 224
Additions - - 4 190 4 190
Depreciations (7 155) (9 207) (311) (4 470) (21 143)
Adjustments (169) 1 251 175 36 1 293
Currency exchange differences (1 325) 146 (369) (1 548)
Balance at 31 December 96 587 22 692 268 6 470 126 017
Lower of remaining lease term or economic life 15 years
1-10 years
1-5 years 1-4 years
Depreciation method Linear Linear Linear Linear
RIGHT-OF USE ASSETS
Office
Oslo
Office
Other
Office
Equipment
Motor
Vehicles
Total
2020
Acquistion of SuperOffice AS 8 May 108 688 20 600 835 7 713 137 836
Acquistion of InfoBridge Software B.V. 31 August - 959 - - 959
Additions - 14 303 - 1 869 16 173
Depreciations (4 777) (6 253) (215) (2 480) (13 726)
Adjustments - 3 420 (175) - 3 245
Currency exchange differences - (1 055) (187) (20) (1 262)
Balance at 31 December 103 910 31 973 258 7 082 143 224
Lower of remaining lease term or economic life 15 years
1-10 years
1-5 years 1-4 years
Depreciation method Linear Linear Linear Linear
40
Variable lease payments
In addition to the lease liabilities above, the Group is committed to pay variable lease payments for some of
their leases. The variable lease payments are expensed as incurred.
Extension and termination options
The Group’s lease of the office in Oslo has a lease term running until August 2030 with options to extend the
lease for 5 + 5 years. The first five year option has been included in the calculation. The second five year
option is not included in the calculations. The discounted lease obligation for the office in Oslo is TNOK 99
653 at 31 December 2021. The first five year option included in the lease obligation is not yet committed.
LEASE LIABILITIES
2021 2020
Less than 1 year 21 006 22 861
1-5 years 52 224 58 638
More than 5 years 87 166 99 213
Total undiscounted lease liabilities at 31 December 160 397 180 711
128 559 143 786
Current 16 423 17 815
Non-current 112 136 125 971
The weighted average incremental borrowing rate applied 3,87 % 3,80 %
Undiscounted lease liabilities and maturity of cash outflows
Discounted lease liabilities included in the statement of financial position at 31
December
Summary of the lease liabilities 2021 2020
Lease liabilities at 1 January 143 786 -
From acquisition of SuperOffice AS - 135 105
From acquisition of InfoBridge AS - 959
New lease liabilities recognised in the year 5 483 19 418
Cash payments for the principal portion of the lease liability (19 199) (10 439)
Cash payments for the interest portion of the lease liability (5 071) (3 470)
Interest expense on lease liabilities 5 071 3 470
Currency exchange differences (1 511) (1 257)
Total lease liabilities at 31 December 128 559 143 786
Current lease liabilities 16 423 17 815
Non-current lease liabilities 112 136 125 971
Total cash outflows for leases 24 270 13 909
Other lease expensees recognised in profit or loss: 2021 2020
Operating expenses related to short-term leases (including short-term value assets) 151 370
445 544
Total lease expenses included in other operating expenses 596 914
Operating expenses related to low value assets (excluding short-term
leases included above)
41
The office locations in the UK and Denmark has been included in the liability with an estimated lease term.
However, these contract may be terminated with 3-6 months’ notice.
The Group as a lessor
SuperOffice AS has a lease contract of the entire office building in Wergelandsveien 27 in Oslo, a part of the
building has been sublet to an external party. The lease contract was running to 30 September 2023, but the
parties has come to an agreement to terminate the contract at the end of January 2021. The sublease is
classified as an operating lease and the monthly revenue from the lease was recognised as Other Operating
Revenue as they incurred.
SuperOffice Group – IFRS
NOTE 10 – FINANCE INCOME AND COSTS
SuperOffice Group – IFRS
NOTE 11 – RELATED PARTIES
The related parties of the SuperOffice Group are as follows:
SuperOffice Holding I AS, SuperOffice Holding II AS and SuperOffice Holding III AS
SuperOffice Group AS is the parent company of SuperOffice AS and holds 100 % of the shares in the
Company. There are no employees in SuperOffice Group AS and employees in SuperOffice AS do the
administrative work and accounting related to SuperOffice Group AS.
SuperOffice Holding I AS holds 100 % of the shares in SuperOffice Group AS. There is no operational activity
in the company and no employees.
All figures in TNOK
NET FINANCIAL ITEMS CONSISTS OF: Note 2021 2020
Interest income:
- Bank deposits 65 21
- From loans to Group companies 2 1
- Other interest income 52 30
Foreign exchange gains 2 791 651
Increase in value of financial instruments 16,18 8 781 -
Other financial income 1 1 045
Total financial income 11 692 1 748
Interest expense:
- Bank borrowings 16 - 26 388
- Bond loan 16 53 330 8 447
- Interest lease agreements 9 5 071 3 470
- Interest element on earn-out 2 438 7 712
- Other interest expense 1 818 100
Foreign exchange losses 3 650 7 086
Other financial expenses 3 662 2 342
Total financial costs 69 969 55 546
Net financial items (58 277) (53 798)
42
SuperOffice Holding II AS holds 100 % of the shares in SuperOffice Holding I AS. There is no operational
activity in the company and no employees.
SuperOffice Holding III AS holds 92,3 % of the shares in SuperOffice Holding II AS. The remaining shares
are held by members of the board of directors in SuperOffice Group AS and key employees in the
SuperOffice AS Group. There is no operational activity in the company and no employees.
Subsidiaries
The subsidiaries of SuperOffice Group AS is listed in note 15.
Axcel
Axcel holds 100 % of the shares in SuperOffice Holding III AS and is the majority owner of the Group. There
has not been any transaction with Axcel during the period.
Companies in the Axcel portfolio
Companies in the Axcel portfolio are related parties to the Group. ProTemp A/S is a part of Moment Group
in the Axcel portfolio. The company is a CRM customer in SuperOffice Denmark A/S, the agreement and
prices are set on arm-length basis. The transactions with ProTemp A/S is listed in the table below.
Key management
For information on remuneration to members of the executive management of the Group and the Board of
Directors please see note 20.
YEAR-END BALANCES WITH RELATED PARTIES
All figures in TNOK 2021 2020
SuperOffice Holding I AS 252 -
SuperOffice Holding II AS 153 153
SuperOffice Holding III AS 63 -
Short term receivables on related parties at 31 December 468 153
MANAGEMENT FEE 2021 2020
SuperOffice Holding I AS 10 -
SuperOffice Holding II AS 50 -
SuperOffice Holding III AS 50 -
Total Management fee invoiced from SuperOffice AS 110 -
SALE OF GOODS AND SERVICES 2021 2020
ProTemp A/S (Part of Moment) 212 -
Sale of goods and services to related parties 212 -
43
SuperOffice Group - IFRS
NOTE 12 – ACCOUNTING TREATMENT OF TAX
All figures in TNOK
INCOME TAX EXPENSE 2021 2020
Current tax on profits for the year:
(4 253) (2 721)
Adjustment in respect of prior years - 715
Total current tax (4 253) (2 005)
Change in deferred tax 6 770 (8 368)
Total deferred tax 6 770 (8 368)
Income tax expense 2 517 (10 373)
The tax on the group's profit before tax differs from the theoretical amount that would arise
using the weighted average tax rate applicable to profits of the consolidated entities as follows:
All figures in TNOK 2021 2020
Profit before income tax (34 241) (31 647)
Estimated income tax at nominal rate (22 %) (7 533) (6 962)
Tax effects of:
Non-deductible costs/income not subject to tax 9 998 (2 926)
Adjustments from previous years (8) (8)
Other 60 60
Tax charge 2 517 (9 836)
Effective tax rate -7,4 % 31,1 %
44
All figures in TNOK
DEFERRED TAXES
2021 2020
Deferred tax assets:
Deferred tax assets to be recovered after more than 12 months 15 185 16 420
Deferred tax asset to be recovered within 12 months - -
Total deferred tax asset 15 185 16 420
Deferred tax liabilities:
Deferred tax liabilities to be recovered after more than 12 months 124 994 138 595
Deferred tax liabilities to be recovered within 12 months 20 834 15 188
Total deferred tax liability 145 828 153 783
Net deferred tax (130 644) (137 363)
The gross movement on the deferred income tax account is as follows: 2021 2020
Net deferred tax at 1 January (137 363)
From acquistion of SuperOffice AS - (141 457)
Income statement charge 6 769 8 385
Acquistion of InfoBridge Software B.V. - (4 274)
Exchange rate fluctuations (50) (17)
Net deferred tax (130 644) (137 363)
45
The tax losses carried forward are mainly related to SuperOffice GmbH and SuperOffice Group AS. SuperOffice GmbH has losses carried forward of
TNOK 7 119 and these are expected to be utilized against the profit in SuperOffice GmbH over the coming years. SuperOffice Group AS has losses
carried forward of TNOK 7 571. SuperOffice Group AS was established in 2020 and had costs related to the acquisitions and financing resulting a loss
carried forward. The Group are expecting to be able to utilize the losses carried forward with the profits from the SuperOffice AS Group over the next
few years.
DEFERRED TAX LIABILITIES Operating Intangible Gain/Loss Tax
Equipment Assets Account Receivables Losses Other Total
From acquisition of SuperOffice AS 2 974 142 245 51 33 - 5 406 150 709
Charged/(credited) to the income statement (427) (7 651) (10) 189 - 6 552 (1 346)
From acquistion of InfoBridge Software B.V.
4 274
Exchange differences - - - - - 146 146
At 1 January 2021 2 547 138 868 41 222 - 12 104 153 783
Charged/(credited) to the income statement (440) (11 970) (8) (88) - 4 913 (7 593)
Exchange differences (1) - - - - (361) (362)
At 31 December 2021 2 106 126 898 33 134 - 16 657 145 828
DEFERRED TAX ASSETS Operating Intangible Gain/Loss Tax
Equipment Assets Account Receivables Losses Other Total
From acquisition of SuperOffice AS 78 - - 29 9 042 104 9 253
Charged/(credited) to the income statement (3) - - (29) 7 183 (114) 7 037
Exchange differences - - - - - 130 130
At 1 January 2021 75 - - - 16 225 120 16 420
Charged/(credited) to the income statement (14) - - - (838) 28 (824)
Exchange differences - - - - (419) 7 (411)
At 31 December 2020 61 - - - 14 969 155 15 185
46
SuperOffice Group - IFRS
NOTE 13 – TRADE AND OTHER RECEIVABLES
Losses for bad debt are classified as operating expenses in the income statement. In 2021 TNOK 531 (TNOK
266 in 2020) has been charged to the P&L as bad debt expenses.
Impairment of accounts receivables are assessed on an individual basis. As at 31 December 2021 trade
receivables amounting to TNOK 14 497 were past due. Overdue accounts receivables are mainly related to
slow processing of accounts payables with some of our customers. They are not related to any general
problems with the ability or willingness to pay. Provisions have been made for the receivables that most likely
will not be collected.
As at 31 December 2021 trade receivables of TNOK 563 were impaired and provided for. The impairment is
based on an individual assessment of the outstanding trade receivables.
Aging of accounts receivable as of 31 December, excluding impaired receivables were as follows:
All figures in TNOK
ACCOUNTS RECEIVABLE
2021 2020
Accounts receivables 49 977 40 603
Accounts receivables 31.12 49 977 40 603
Provisions for bad debt at the beginning of the period (945) (1 443)
Provision for bad debt during the period (466) (35)
Reversed provisions for bad debt during the period 847 533
Total provisions 31.12 (563) (945)
Net accounts receivables 31.12 49 414 39 659
Date
Not due 1 - 30 days 31-60 days 61-90 days > 91 days Total
31 December 2021 35 479 11 084 1 900 918 32 49 414
31 December 2020 23 800 13 668 1 703 160 326 39 659
OTHER CURRENT RECEIVABLES
Note 2021 2020
Prepaid expenses 17 997 15 094
Prepaid contract cost 2 12 015 4 389
Accrued revenue/(deferred revenue) 63 -
Other short term receivables 67 367
Total other current receivables 30 142 19 850
OTHER NON-CURRENT RECEIVABLES
2021 2020
Deposits 533 556
Other long term receivables 318 334
Total other non-current receivables 851 889
47
SuperOffice Group - IFRS
NOTE 14 – CASH GENERATED FROM OPERATIONS
All figures in TNOK Note 2021 2020
Profit before income tax (34 241) (31 647)
Adjustments for:
Depreciations and amortisation 6, 8, 9 95 403 62 219
Finance costs 10 58 277 53 798
Change in retirment benefit obligations 18 (1) (29)
Fair value gains on derivative financial instruments (6 343) 244
Forreign exchange losses/(gains) on operating activites (859) -
Changes in working capital (excluding the effects of
acquistion and exchange differences on consolidation):
Trade and other receivables 13 (9 755) (9 743)
Trade and other payables 19 (5 218) 12 604
Change in inter-company items 19 (495) 1 187
Movement in other liabilities 19 50 364 (115 493)
CASH GENERATED FROM OPERATIONS 147 132 (26 860)
48
SuperOffice Group - IFRS
NOTE 15 – LIST OF SUBSIDIARIES
The following subsidiaries are included in the consolidated financial statements:
SuperOffice Group - IFRS
NOTE 16 – BORROWINGS
All figures in TNOK
Facility
Original
amount
Interest
Interest
payment
frequency
Maturity
date
Bond loan
700 000
3M Nibor + 6,5 %
Quarterly
5 Nov 2025
Danske Bank, revolving credit facility
IBOR + 3-3,75 %
5 Nov 2025
Bond loan
A series of senior secured bonds has been issued in the maximum amount of TNOK 1 250 000. The bonds
may be issued on different issue dates, but the initial bond has been issued at TNOK 700 000. Additional
bonds may be issued when the conditions set out on the loan agreement has been met.
The bond loan will be repaid in full at maturity date 5 November 2025.
The bond was listed on the Open Market of the Frankfurt Stock Exchange in 2020 and at the Oslo Stock
Exchange 23 September 2021. Registration Document, Securities Note, Summary, the Bond Terms and
the Guarantee related to the listing at the Oslo Stock Exchange are available at www.superoffice.com.
The Group pays a quarterly interest of 3 months NIBOR + 6,5 % margin per annum on the bond loan. In
2020 fees related to the loan of TNOK 12 844 were been paid and capitalised on the loan. In 2021 additional
fees of TNOK 1 336 have been paid and capitalised. In 2021 amortised cost of TNOK 53 330 were charged
Company
Time of
acquisition
Business office
Proportion of
ownership
interest
Proportion of
voting power held
SuperOffice AS 08.05.2020 Oslo 100 % 100 %
Subsidiaries of SuperOffice AS:
SuperOffice Norge AS 08.05.2020 Oslo 100 % 100 %
SuperOffice Sweden AB 08.05.2020 Stockholm 100 % 100 %
SuperOffice Business Solutions AB 08.05.2020 Gothenburg 100 % 100 %
SuperOffice Danmark A/S 08.05.2020 Vallensbæk Strand 100 % 100 %
SuperOffice Benelux B.V. 08.05.2020 Eindhoven 100 % 100 %
SuperOffice Software Ltd. 08.05.2020 Cranfield 100 % 100 %
SuperOffice AG 08.05.2020 Basel 100 % 100 %
InfoBridge Software B.V. 31.08.2020 S-Hertogenbosch 100 % 100 %
National Securities AS 08.05.2020 Oslo 100 % 100 %
SuperOffice KK (dormant) 08.05.2020 Tokyo 75 % 75 %
Subsidiary of SuperOffice AG
SuperOffice GmbH 08.05.2020 Dortmund 100 % 100 %
49
to the Income Statement (TNOK 8 447 in 2020). The first interest payment on the bond loan was in February
2021 and the Group has in total paid TNOK 48 829 interest to the bond holders in 2021.
In the bond terms there is a call option for a voluntary redemption of the bond prior to 5 November 2025.
The issuer may redeem the outstanding bonds in whole or in part on any business day from and including:
(i) the issue date to, but not including, the first call date, at a price equal to the “make whole” amount;
(ii) the first call date to, but not including, the interest payment date in May 2023 at a price equal to 104,098
%. of the nominal amount of the redeemed bonds;
(iii) the interest payment date in May 2023 to, but not including, the interest payment date in November
2023 at a price equal to 103,415 % of the nominal amount of the redeemed bonds;
(iv) the interest payment date in November 2023 to, but not including, the interest payment date in May
2024 at a price equal to 102,732 %. of the nominal amount of the redeemed bonds;
(v) the interest payment date in May 2024 to, but not including, the interest payment date in November
2024 at a price equal to 102,049 %. of the nominal amount of the redeemed bonds;
(vi) the interest payment date in November 2024 to, but not including, the interest payment date in May
2025 at a price equal to 101,366 %. of the nominal amount of the redeemed bonds;
(vii) the interest payment date in May 2025 to, but not including, the interest payment in August 2025 at a
price equal to 100,683 %. of the nominal amount of the redeemed bonds; and
(viii) the interest payment date in August 2025 to, but not including, the ,maturity date at a price equal to
100.00 %. of the nominal amount of the redeemed bonds.
The bond terms also has put option for mandatory repurchase due to a put option event. Upon the occurrence
of a put option event, each bond holder has the right to require the issuer to purchases all or some of the
bonds held by the bondholder at a price equal to 101 % of the nominal value. Change of control is a put
option event.
The loan is secured with share pledges of the shares in SuperOffice Group AS and the subsidiaries. The
SuperOffice AS Group which is the underlying asset of SuperOffice Group AS has a book value of TNOK
1 085 836 at 31 December 2021.
There are no financial covenants in the bond agreement.
Revolving Credit Facility
SuperOffice Group AS has a revolving credit facility with a limit of TNOK 90 000 with Danske Bank. As at 31
December the company has used TNOK 9 296 of the revolving facility for guarantees of withholding taxes in
Norway and office locations in Switzerland and Germany.
The unused revolving credit facility was TNOK 80 704 at 31 December 2021. SuperOffice Group AS has
charged fees of TNOK 1 935 related to the revolving credit facility to the financial expenses in 2021.
Loan facilities in Danske Bank granted and terminated in 2020
For the investment in the shares in SuperOffice AS, SuperOffice Group AS was granted loan facilities in
Danske Bank of TEUR 14 100, TNOK 158 000, TNOK 79 000 and a revolving credit facility of TNOK 90 000.
These loan facilities were terminated and repaid at the issue of the bond loan in November 2020.
The company paid and capitalised TNOK 16 601 in fees related to the loan facilities and paid interest of
TNOK 10 494 during the period from May through to November. At the termination of the loan facilities the
remaining capitalised fees were charged to financial expenses in the income statement.
The amortised cost on the loan is based on discounted cash flows with an interest rate of 7,6 % (7,4 % in
2020).
50
Reconciliation of borrowings at face value and amortised cost in the balance sheet:
Lease liabilities
The SuperOffice Group had a lease liability of TNOK 128 559 at 31 December 2021. The lease liabilities
are from the Group’s lease agreements on office location, cars and some office equipment. Below is a
table with the changes in lease liabilities during the period split in cash and non-cash items. For more
information about the lease agreements, see note 9.
All figures in TNOK
Borrowings Bond loan Total
Balance at 1 January 2021
695 604 695 604
Cash changes:
Payments of fees on loans
(1 336) (1 336)
Interest payments to the lender
(48 829) (48 829)
Non-cash changes
Amortised cost
53 330 53 330
Total borrowings at 31 December 2021
698 769 698 769
Borrowings Danske Bank Bond loan Total
Balance at 25 February 2020
- - -
Cash changes:
Cash proceeds received from the lender
506 437 700 000 1 206 437
Payments of fees on loans
(13 601) (12 844) (26 444)
Interest payments to the lender
(10 494) - (10 494)
Repayment of loan
(506 437) - (506 437)
Non-cash changes
Accrued interest
24 095 8 447 32 542
Total borrowings at 31 December 2020
- 695 604 695 604
51
SuperOffice Group - IFRS
NOTE 17 – SHARE CAPITAL, SHAREHOLDERS AND DIVIDENDS
After the balance sheet date, the situation with the Covid-19 virus is improving and the countries where
SuperOffice is represented is gradually coming back to normal. At the end of February 2022 Russia started
a military invasion of Ukraine and this might have an impact on the financial markets where SuperOffice
operates. Changes in the general financial markets may affect our existing and potential customers and their
willingness and ability to invest in CRM Software. Changes in exchange rates have an effect for the Group
as more than 60 % of the revenues are in foreign currency. SuperOffice does not have any operations in
Russia or Ukraine.
All figures in TNOK
LEASE LIABILITIES 2021 2020
Lease liabilities at 1 January 143 786 -
Non-cash changes:
From acquisition of SuperOffice AS - 135 105
From acquisition of InfoBrigde Software B.V. - 959
Initial recognintion of new lease liabilities 4 190 16 173
Lease modifications 1 293 3 245
Accrued interest 5 071 3 470
Foreign currency exchange translation effect (1 511) (1 257)
Cash changes:
Payment of pricipal portion of lease liability (19 199) (10 439)
Payment of interest on lease liability (5 071) (3 470)
Total lease liabilities at 31 December 128 559 143 786
52
SuperOffice Group - IFRS
NOTE 18 – RETIREMENT BENEFIT OBLIGATIONS
The companies in the Group have a variety of pension schemes. The schemes are generally funded through
payments to insurance companies. With the exception of the pension plan in SuperOffice AG, all other
pension plans have been classified as defined contribution plans.
In accordance with IAS 19 the Group has a defined benefit plan for 11 employees in SuperOffice AG in
Switzerland. The scheme provides an entitlement to defined future benefits. The pensions depend primarily
on the number of years of earnings, the salary level on retirement and the National Insurance benefits. The
future obligation of the pension plan has been calculated by an actuary and has been recognized with TNOK
309 in the balance sheet at 31 December 2021..
Pension plans in the other countries are defined contribution plans in accordance with local legislation. The
contribution varies from entity to entity and the employers contributions are in some entities combined with
a contribution from the employee. At year end 2021 a total of 198 (201 in 2020) employees were included in
a defined contribution based pension plan.
All figures in TNOK
2021 2020
BALANCE SHEET OBLIGATION
Defined benefit plan 309 310
Total balance sheet obligation
309 310
INCOME STATEMENT CHARGE: 2021 2020
Pension cost defined contribution plans 14 077 9 148
Pension cost defined benefit plans 3 198 2 016
Total income statement charge 17 275 11 164
53
SuperOffice Group - IFRS
NOTE 19 – TRADE PAYABLES, PREPAYMENTS FROM CUSTOMERS, OTHER CURRENT AND NON-
CURRENT LIABILITIES
SuperOffice Group AS acquired the shares of SuperOffice AS on 8
May 2020 and the share purchase
agreement dated 8 April 2020 had an earn-out clause. If SuperOffice AS and its subsidiaries at the time of
the purchase achieves at least 95 % of the budgeted revenues in 2020 and 2021 the buyer should pay an
earn-out for each of the years the threshold is met.
The earn-out for 2020 was paid in April 2021 and amounted to TNOK 42 386. The SuperOffice Group did
not reach the minimum target for earn-out for 2021 and the provision for the earn-out has been reversed.
The change in liability has been charged to the Income Statement with an income of TNOK 19 942 and a
financial cost of TNOK 2 438.
All figures in TNOK
TRADE PAYABLES 2021 2020
Accounts payable 18 508 23 726
Total trade payables 18 508 23 726
PREPAYMENTS FROM CUSTOMERS 2021 2020
Prepayment from customers - maintenance 1 215 1 409
Prepayment from customers - subscriptions 188 839 143 148
Prepayment from customers - other 401 1 402
Total prepayments from customers 190 455 145 959
OTHER CURRENT LIABILITIES 2021 2020
Accrued expenses 6 609 8 748
Earn-out, current liability - 42 386
Accrued salaries 32 653 10 854
Accrued vacation pay 16 240 15 961
Other current liabilities 78 90
Total other current liabilities 55 581 78 039
OTHER NON-CURRENT LIABILITITES 2021 2020
Earn-out, non-current liability - 17 504
Other non current liabilities - 1 512
Total other non-current liabilities - 19 016
54
SuperOffice Group - IFRS
NOTE 20 - REMUNERATION AND FEES TO DIRECTORS AND EXECUTIVES
Chief Revenue Officer Charlotte Adelgaard started working for SuperOffice in August 2021 and Jennifer
Lim Lund left the company in July 2021 and their remunerations are not for a full year in 2021.
At the end of 2021 the SuperOffice Group had no outstanding share based option schemes. Chief Executive
Office, Gisle Jentoft has an agreement for a severance pay of the equivalent of 12 months’ salary and bonus.
There are no loans or guarantees to the management group or other related parties. The executives are
employed by SuperOffice AS and all compensation is paid from SuperOffice AS.
All figures in TNOK
REMUNERATION TO EXCECUTIVES
2021
Salary Bonus
Benefits in
kind
Pension
cost
Total
remuneration
Employee
tax
Gisle Jentoft, Chief Executive Officer 3 155 293 290 116 3 854 543
Guttorm Nielsen, Chief Product Officer 2 795 242 192 116 3 345 472
Ole Erlend Vormeland, Chief Finance Officer 2 098 242 301 116 2 757 389
Charlotte Adelgaard, Chief Revenue Officer 1 303 - 1 272 1 575 524
Jennifer Lim Lund, Chief Marketing Officer 1 055 79 5 100 1 239 175
Total 9 351 777 784 621 11 532 1 928
2020
Salary Bonus
Benefits in
kind
Pension
cost
Total
remuneration
Employee
tax
Gisle Jentoft, Chief Executive Officer 3 113 440 404 102 4 059 572
Guttorm Nielsen, Chief Product Officer 2 703 352 139 102 3 296 465
Ole Erlend Vormeland, Chief Finance Officer 2 066 410 275 102 2 853 402
Jennifer Lim Lund, Chief Marketing Officer 1 537 94 12 102 1 745 246
Total 9 418 1 295 830 409 11 953 1 685
55
BOARD OF DIRECTORS RENUMERATION
Board members not included in the tables above did not receive any renumeration from the Group in 2020
or 2021.
DIRECTORS AND EXCECUTIVES SHARES IN SUPEROFFICE HOLDING II AS:
As a part of the Groups management incentive program the management group and the board of directors
have been offered to buy shares in SuperOffice Holding II AS. The executives and directors own shares
personally or through a company they control.
The executives and members of the board of directed not listed above did not have shareholding in any of
the SuperOffice Group companies at 31 December 2021.
STATEMENT TO THE ANNUAL GENERAL MEETING ON THE SETTING OF SALARIES AND OTHER
REMUNERATION TO SUPEROFFICE AS’S EXECUTIVE MANAGEMENT
This statement has been prepared based on the new Public Companies Act (Aksjeloven) § 6-16a concerning
salaries and other remuneration to executive management and applies to the executive management of
SuperOffice AS. The executive management of SuperOffice AS consists of the Chief Executive Officer, Chief
Product Officer, Chief Revenue Officer and Chief Financial Officer.
2021
Board
remunerat
Total
remuneration
Employee
tax
Klaus Holse, Chairman 550 550 78
Eilert Hanoa, Board Member 275 275 39
Endre Rangnes, Board Member 275 275 39
Total 1100 1100 155
2020
Board
remunerat
Total
remuneration
Employee
tax
Oddbjørn Lende, Chairman 150 15 21
Total 150 15 21
EXCECUTIVES Company
Gisle Jentoft, Chief Executive Officer Cavallo AS 2,2 %
Guttorm Nielsen, Chief Product Officer Maud Invest AS 1,3 %
Ole Erlend Vormeland, Chief Finance Officer OLEKA AS 0,9 %
Charlotte Adelgaard Adelgaard Invest AB 0,1 %
Charlotte Adelgaard 0,2 %
BOARD OF DIRECTORS
Klaus Holse, Chairman KHABooM Aps 0,8 %
Endre Ragnes, Board member 0,2 %
Eilert Hanoa, Board member Glitrafjord AS 1,9 %
Shareholding in
SuperOffice
Holding II AS
56
The statement describes the Company’s guidelines for setting salaries and other remuneration for the
forthcoming financial year, as well as the guiding principles for the Company’s management remuneration
policy.
- It is in the Company’s interest and its policy for salaries and other benefits to be competitive, so that
SuperOffice is an attractive employer, able to attract and retain competent individuals in the Group’s
management.
- Managers’ remuneration must be competitive and reflect the individual manager’s responsibility and
performance.
- The Board of Directors of SuperOffice AS sets the remuneration for the Chief Executive Officer and
the Chief Executive Officer sets the remuneration to the other members of the executive
management in consultation with the Chairman of the Board.
- In addition to a basic salary, SuperOffice may offer executive management a variable bonus scheme.
This variable remuneration is based on the results SuperOffice achieves and is linked to selected
financial key performance indicators such as the Group’s turnover, annual recurring revenues and
operating profit. The variable bonus may also be linked directly to specific targets for the individual
manager.
- SuperOffice also offers company cars to the executive management Group. Other benefits in kind
correspond to benefits offered to all or parts of SuperOffice AS and include free mobile phones,
broadband, free newspapers, and accident and travel insurance.
- The executive management of SuperOffice AS has no outstanding share options or subscription
rights.
- SuperOffice AS has signed a severance pay agreement with the Chief Executive Officer which
applies only if the employer terminates the employment contract. In this case, the Chief Executive
Officer is entitled to severance pay equivalent to 12 months’ salary and bonus based on an average
of salary and bonus paid to the Chief Executive Officer in the three financial years preceding
termination. Holiday pay will not be included in the severance pay.
- SuperOffice AS’s executive management is included in the general pension scheme that applies to
all SuperOffice AS employees. There is no special pension scheme for executive management from,
for example, the age of 62, but the absence of such a scheme is being compensated for directly, to
allow the individual manager to set up his or her own pension scheme.
All amounts are excl. VAT.
SuperOffice Group - IFRS
NOTE 21 – FINANCIAL INSTRUMENTS
The Group’s principal liabilities, compromise loans and borrowings, and accounts payable. The main purpose
of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include
accounts receivables, cash and cash equivalents. In addition the Group enters into derivative transactions.
The Group is exposed to market risk, credit risk and liquidity risk. The risk management is carried out by the
Group’s central finance department in close co-operation with the Company’s Board of Directors.
REMUNERATION TO THE AUDITORS 2021 2020
Statutory audit 2 363 742
Other assurance services 651 76
Other non-assurance services 632 154
Tax consultant services 465 -
Total 4 111 972
57
Market risk
Market risk is that the future cash flows or fair value of a financial instrument will fluctuate because of changes
in market prices. Market risk includes interest risk and currency risk. Financial instruments affected by market
risk include loans and borrowings, deposits, debt and equity investments and derivative financial instruments.
Interest rate risk
Interest rate risk is the risk that the future cash flows of financial instruments will fluctuate because of changes
in market interest rates. The Group’s exposure to the risk of changes interest rates relates primarily to the
Group’s long term debt obligations with floating rates.
The objective for the interest rate management is to minimize interest cost and at the same time keep the
volatility of future interest payments within acceptable limits. The Group’s policy is to fix the interest rate at
2/3 of the loan. The Group’s interest rate exposure has been limited though two interest rate swaps. A swap
fixing the interest rate at 0,75 % on TNOK 237 000 of the bond loan until 5 May 2024. Another swap has
fixed the interest rate at 0,7401 % until 5 February 2024 on TNOK 232 000 of the bond loan.
At year-end year end the Group’s borrowing at variable interest were in NOK and amount to TNOK 700 000
and the variable rate was linked to 3 months NIBOR.
The interest rate swaps are recognised at fair value. When the interest rates in the market changes this has
an immediate effect on the fair value of the swap. The fair value of the swaps has increased through 2021
following the increase in interest rates The Group does not use hedge accounting for the interest rate swaps.
Interest rate sensitivity:
The following table demonstrates the sensitivity to a reasonable possible changes in interest rates on the
portion of financial liabilities affected after the impact of the interest rate swaps.
Foreign currency risk
The Group’s operations are international in nature and 61,4 % (62 % in 2020) of the revenues in the were in
foreign currencies. The currency risk relates primarily to Euro, Swedish and Danish Kroner, Swiss Francs
and British Pounds.
At year end 2021 the group had no financial instruments to secure the currency risk. At year end the Group
had accounts receivables of TNOK 33 364 in foreign currency and TNOK 47 205 in foreign currency in cash
and cash equivalents. The effect of a 10 % change in exchange rates would be TNOK 3 336 on accounts
receivable and TNOK 4 720 on the cash and cash equivalents. The calculation is based on equal
adjustments in all currencies.
The operating units have the majority of their income and expenses in their operational currency, and the
underlying currency risk for the respective operating unit is limited. The foreign currency exchange risk is
mainly related to the translation of the Group presentation currency, and translation of foreign currency to
finance the SuperOffice AS’s development costs in NOK. The costs of Group’s CXC operations centre in
Lithuania are in EUR and reduces the exchange rate risk as it limits the need for conversion of EUR from
other entities operating in EUR.
All figures in TNOK
Increase in
basis points
Effect on profit
before tax
Effect on pre-tax
equity
2021 1 % (2 342) (2 342)
2021 2 % (4 684) (4 684)
2020 1 % (1 994) (1 994)
2020 2 % (3 234) (3 234)
58
The following table sets the Group's sensitivity for potential adjustments in NOK exchange rates, with all the
other variables held constant. The calculation is based on equal adjustments in all relevant currencies.
Translation differences
The Group has investments in foreign subsidiaries in which net assets are exposed to currency risk when
converted. The development in intra-group liabilities also comprises a currency risk. The exchange rate
exposure of the Group’s net investments in foreign currency is not secured.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Groups approach to managing liquidity is to ensure that it always have sufficient liquidity to meet its liabilities
when due. Cash flow projections are prepared at Group level and management closely monitors the cash
flows and the Group’s cash reserve to ensure that the Group has sufficient cash to meet the need of the daily
operations.
Excess liquidity is primarily held as bank deposits, and the terms of the deposits are monitored on a
continuing basis.
The table below sets out the maturity profile of the Group’s financial liabilities on contractual undiscounted
payments:
All figures in MNOK
Adjustment in
exchange rate
Effect on total
revenue
Effect on EBITDA
2021 +10% (35) (12)
2021 -10% 35 12
May to December 2020 +10% (27) (7)
May to December 2020 -10% 27 7
Financial liabilities 31.12.2021
Less than
one year
1-5 years
More than 5
years
Total
Interest on bond loan 51 502 206 421 - 257 923
Bond loan - 700 000 - 700 000
Accounts payables 18 508 - - 18 508
Lease obligations 21 006 52 224 87 166 160 397
Total 91 016 958 645 87 166 1 136 827
Financial liabilities 31.12.2020
Less than
one year
1-5 years
More than 5
years
Total
Interest on bond loan 49 746 241 683 291 429
Bond loan - 700 000 - 700 000
Accounts payables 23 726 - - 23 726
Lease obligations 22 861 58 638 99 213 180 711
Total 96 333 1 000 321 99 213 1 195 866
59
Credit risk
Credit risk is the risk of counterparties having insufficient financial capacity to meet their obligations under a
financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from
its operating activity – primarily accounts receivables – and from its financing activities, including deposits
with banks.
Trade receivables:
Customer credit risk is managed by each business unit and subject to the Group has guidelines for credit-
checking new customers/partners and routines for ensuring that sales are only made to customers/partners
who have not had significant previous payment problems. The Group’s license revenues are invoiced and
paid in advance and SuperOffice may close the access to the system if the invoice has not been paid.
SuperOffice invoices a majority of the subscription agreements on 12 months intervals.
At 31 December 2021 the Group had 13 customers that owed more than TNOK 1 000 and amounted to
approximately 42 % of the outstanding receivables. There were 7 customers with balances between TNOK
500 and TNOK 1000 which amounted to 10 % of the accounts receivables. The remaining 48 % of the
accounts receivables was divided on 852 customers. The Group has had a growth in the average deal size
in 2021 and several larges sales came through at the end of the year leading to an increase in customers
with accounts receivables over TNOK 1 000 compared to last year. The customers with balances over TNOK
1 000 are split between geographical markets and industries.
The Group has not experienced an increase in losses on accounts receivables during the COVID-19
pandemic compared to previous years. SuperOffice has focused on keeping up good routines for collection
of receivables.
An impairment analysis is performed at each reporting date using a provision matrix to measure the expected
credit losses. The provision rates are based on days past due for the customers. The calculations reflects
the probability-weighted outcome, the time value of money and reasonable and supportable information that
is available at the reporting date about past events current conditions and forecasts of future economic
conditions. Generally, trade receivables are written-off only when the customer is bankrupt or if the collection
enforcement activity is costing more than the receivable the company is trying to collect. The maximum
exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed
in this note.
The Group evaluates the concentration of risk with respect to trade receivables as low as its customers are
located in several jurisdictions and industries and operates in different markets.
Accounts receivables 2021 Current <30 days 30-60 days
61-90 days
>91 days Total
Expected credit loss rate 1 % 1 % 8 % 20 % 30 %
Estimated total gross
carrying amount at default
35 479 11 084 1 900 1 425 88 49 977
Expected credit loss 355 111 143 285 26 920
Accounts receivables 2020 Current <30 days 30-60 days
61-90 days
>91 days Total
Expected credit loss rate 1 % 1 % 8 % 20 % 30 %
Estimated total gross
carrying amount at default
23 596 13 638 1 675 160 1 347 40 416
Expected credit loss 236 136 126 32 404 934
Days past due
Days past due
60
FINANCIAL INSTRUMENTS BY CATEGORY
The fair value of Borrowings at 31 December was TNOK 707 927 (TNOK 707 568 in 2020), the accrued
interest has been calculated with an interest rate 7,28 % (6,95 % in 2020).
Fair value of short-term receivables and liabilities other than borrowings is equal to the balance sheet value
as the effect of amortisation is insignificant.
The carrying amounts of the Group’s accounts receivables and payables are denominated in the following
currencies:
All figures in TNOK
Assets as per balance sheet 31.12.2021
Loans and receivables
at amortised cost
Assets at fair
value through
the profit and
Total
Derivative finacial instruments*) - 8 537 8 537
Other non-current assets 851 - 851
Accounts receivables 49 414 - 49 414
Receivables on group companies 648 - 648
Total 50 913 8 537 59 450
*) Inlcluded in Other current assets
Liabilities as per balance sheet 31.12.2021
Other financial liabilities
at amortised cost
Liabilities at fair
value through
the profit and
Total
Trade payable 18 508 - 18 508
Payable to group companies - - -
Lease obligation 128 560 - 128 560
Borrowings 698 769 - 698 769
Total 845 836 - 845 836
Assets as per balance sheet 31.12.2020
Loans and receivables
at amortised cost
Assets at fair
value through
the profit and
Total
Other non-current assets 889 - 889
Accounts receivables 49 414 - 49 414
Receivables on group companies 153 - 153
Total 50 456 - 50 456
Liabilities as per balance sheet 31.12.2020
Other financial liabilities
at amortised cost
Liabilities at fair
value through
the profit and
Total
Derivative financial instruments *) - 244 244
Trade payable 23 726 - 23 726
Lease obligation 143 786 - 143 786
Earn-out*) - 59 890 59 890
Borrowings 696 215 - 696 215
Total 863 727 60 134 923 861
*)Included in Other current liabilities and Other non-current liabilities
61
The list below analyses financial instruments carried at fair value, by valuation method. The different levels
have been defined as follows:
- Quoted prices (unadjusted) in active markets for identical assets or liabilities. (Level 1)
- Inputs other than quoted prices included within level 1 that are observable for the asset or the liability,
either directly (that is as prices) or indirectly (that is, derived from prices). (Level 2)
- Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs). (Level 3).
SuperOffice Group - IFRS
NOTE 22 – SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
After the balance sheet date, the situation with the Covid-19 virus is improving and the countries where
SuperOffice is represented is gradually coming back to normal. At the end of February 2022 Russia started
a military invasion of Ukraine and this might have an impact on the financial markets where SuperOffice
operates. Changes in the general financial markets may affect our existing and potential customers and their
willingness and ability to invest in CRM Software. Changes in exchange rates have an effect for the Group
as more than 60 % of the revenues are in foreign currency. SuperOffice does not have any operations in
Russia or Ukraine.
ACCOUNTS RECEIVABLE
2021 2020
NOK 16 050 8 891
EUR 14 335 11 205
SEK 11 848 11 995
DKK 4 814 4 551
GBP 711 860
CHF 1 656 2 156
Total accounts receiveable 49 414 39 659
ACCOUNTS PAYABLE
2021 2020
NOK 14 953 19 398
EUR 74 67
SEK 2 180 3 575
DKK 181 312
GBP 49 41
CHF 1 071 332
Total accounts payable 18 508 23 726
62
SuperOffice Group - IFRS
NOTE 23 – BUSINESS COMBINATIONS
Acquired companies are presented in the financial statements from the date on which control transfers to the
group. The date of control is normally the date on which the contract takes effect and all official approvals
have been obtained. The date of control will normally be after the contract date.
On 8 May 2020, 100% of the shares in SuperOffice AS (and subsidiaries, see note 15) were acquired by
SuperOffice Group AS. The purchase consideration, the net assets acquired and goodwill are specified in
the table below. The business combination was accounted for using the acquisition method. For further
description of the contingent liability – please see note 19. The acquisition of SuperOffice AS contributed to
the Group’s total operating revenue with TNOK 310 609 2020. The contribution to profit before tax was TNOK
28 233.
On 31 August 2020, 100% of the shares in InfoBridge Software B.V. were acquired by SuperOffice AS. The
purchase consideration, the net assets acquired and goodwill are specified below. The business combination
was accounted for using the acquisition method. The acquisition of InfoBridge contributed to the Group’s
total operating revenues with TNOK 3 358 in 2020. The contribution to profit before tax was TNOK 3 300.
InfoBridge Software B.V has been an important partner of SuperOffice for a long period, and close to 50%
of their turnover is generated through SuperOffice. The companies deliver products that are integrated with
SuperOffice, and are important for the further growth of the Group.
The fair values, assets and liabilities recognized as a result of the acquisitions and the allocation of excess
values are presented in the table below.
There were no activities in the group prior to the acquisition in May.
The goodwill reflects the ability of the SuperOffice Group to make a higher profit than would be expected
from the assets recognized. The goodwill relates mainly to market growth opportunities, market presence in
certain segments and to the organization.
If the acquisition of SuperOffice AS had occurred on 1 January 2020, the pro-forma contribution to the total
operating revenue would be TNOK 480 077 and the contribution to profit before tax would be TNOK 50 915.
respectively. If the acquisition of InfoBridge had occurred on 1 January 2020, the pro-forma contribution to
the total operating revenue would be TNOK 8 632 and the contribution to profit before tax would be TNOK
9 113. These amounts have been calculated using the subsidiary’s results and adjusting them for differences
in the accounting policies between the group and the subsidiary.
63
All figures in TNOK
Purchase Considerations SuperOffice AS
InfoBridge
Software B.V
Fair value Fair value
Date of purchase 08.05.2020 31.08.2020
Interest acquired 100 % 100 %
Cash paid 876 860 53 879
Vendor loan 125 000 -
Earn-out liabilty 86 356 -
Total considaration 1 088 217 53 879
Recognised amounts of identifiable
InfoBridge
assets acquired and liabilites assumed: SuperOffice AS
Software B.V
Cash acquired 129 499 774
Intangible assets 2 821 -
Fixed assets 12 626 763
Deferred tax asset 9 253 -
Trade and other current receveiables 33 091 1 098
Prepaid expenses 28 102 523
Right of use assets 135 356 -
Deposits 949 -
Deferred tax liability (5 690) -
Pension liability (339) -
Lease Liabilities (135 674) -
Accounts payable (11 122) (220)
Tax and public duties payable
(49 335) (314)
Pepayments from customers (228 928) (2 112)
Other current liabilities (34 542) (512)
Total identifiable net assets and liabilities (113 932) -
Excess value 1 202 149 53 879
The allocation of excess value is as follows:
Customer relationship 359 700 8 280
Technology 295 400 9 755
Brand name 29 700 -
Rental agreement 34 200 -
Goodwill 628 199 40 119
Deferred tax on excess values (145 050) (4 274)
Total excess value 1 202 149 53 879
64
FINANCIALS – SUPEROFFICE GROUP AS - NGAAP
SuperOffice Group AS
01.01.2021 - 31.12.2021 (25.02.2020 - 31.12.2020)
Income statement
All figures in TNOK Note 2021 2020
OPERATING EXPENSES
Payroll expense 2 1 255 314
Change in earn-out liability 3 (46 325) (7 795)
Other operating expenses 4 1 842 678
Total operating expenses (43 227) (6 803)
NET OPERATING INCOME 43 227 6 803
FINANCIAL INCOME AND EXPENSES
Finance income 56 433 16 036
Finance expense (59 377) (44 298)
Net financial items 5 (2 944) (28 262)
NET PROFIT/(LOSS) BEFORE TAX 40 283 (21 459)
Income tax expense 6 618 (5 389)
NET PROFIT/(LOSS) 39 666 (16 070)
65
SuperOffice Group AS - NGAAP
Balance sheet - assets
All figures in TNOK Note 2021 2020
ASSETS
Non-current assets
Deferred tax asset 6 4 772 5 389
Investments in subsidiaries 7 1 085 836 1 085 836
Total non-current assets 1 090 608 1 091 225
Current assets
Other currents assets
Receivables on group companies 8 54 623 64 189
Other currents assets 9 8 654 1 355
Total other current assets 63 277 65 544
Bank deposits 348 1 392
Total current assets 63 625 66 936
TOTAL ASSETS 1 154 232 1 158 162
66
SuperOffice Group AS – NGAAP
Balance sheet – equity and liabilities
Oslo, 7 April 2022
Klaus Holse Christian Bamberger Bro Björn Erik Larsson
Chairman of the Board Deputy chairman of the Board Board member
Eilert Hanoa Endre Rangnes
Board member Board Member
EQUITY & LIABILITIES
All figures in TNOK Note 2021 2020
EQUITY
Paid-in capital
Share capital 10 90 60
Share premium reserve 622 589 580 219
Total paid-in capital 622 679 580 279
Retained earnings
Other equity (167 905) (207 570)
Total retained earnings (167 905) (207 570)
Total equity 11 454 775 372 709
LIABILITIES
Other long term liabilities
Borrowings 12 698 769 695 604
Other long term liabilities 2 - 43 887
Total other long term liabilities 698 769 739 490
Current liabilities
Trade creditors 90 3 018
Public duties payable 155 -
Other current liabilities 2 444 42 944
Total current liabilities 689 45 962
Total liabilities 699 457 785 452
TOTAL EQUITY AND LIABILITIES 1 154 232 1 158 162
67
SuperOffice Group AS – NGAAP
Cash flow statement
All figures in TNOK Note 2021 2020
CASH FLOW FROM OPERATIONS:
Profit/(loss) before taxation 40 283 (21 459)
Items classified as investment or financing activities 3, 9 52 424 19 182
Change in trade payables (2 929) 3 018
Changes in other current assets and other liabilities (95 942) (1 355)
Net cash flow from operations (6 164) (615)
CASH FLOW FROM INVESTMENT ACTIVITIES:
Outflows due to investments in financial non-current assets 7 - (872 539)
Net cash flow from investment activities - (872 539)
CASH FLOW FROM FINANCING ACTIVITIES:
Inflow due to new non-current liabilities 12 - 1 144 481
Outflow due to downpayment of non-current liabilities 12 - (469 852)
Outflow due to earn-out liability 3 (42 386) -
Paid interests 5 (51 234) (12 402)
Net change in equity 10 42 400 435 735
Dividend payment to SuperOffice Holding I AS - (191 500)
Outflow due to intercompany loans - (56 687)
Inflow due to intercompany loans 8 56 346 17 087
Dividend payment from SuperOffice AS 5 - 9 000
Net cash flow from financing activities 5 125 875 862
Exchange gain/loss on cash (6) (1 346)
Net change in bank deposits, cash and equivalents (1 044) 1 362
Bank deposits, cash and equivalents at 1 January 1 392 30
Bank deposits, cash and equivalents at 31 December 348 1 392
68
Notes
SuperOffice Group AS – NGAAP
NOTE 1 - ACCOUNTING PRINCIPLES
1.0 GENERAL
SuperOffice Group AS was incorporated on 25 February 2020 and is domiciled in Norway. The Financial
Statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted
accounting principles.
1.1 FOREIGN CURRENCY
Monetary items are translated using the exchange rates at the balance sheet date.
1.2 INCOME TAX
The income tax expense is comprised of both tax payable for the period, and changes in deferred tax.
Deferred tax is determined on the basis of existing temporary differences between accounting net income
and tax net income, including year-end loss carry-forwards, calculated at 22 %. Temporary differences, both
positive and negative, which will or are likely to reverse in the same period, are recorded as a net amount.
1.3 CLASSIFICATION IN THE BALANCE SHEET
Current assets and short-term liabilities consist of receivables and payables due within one year, and items
related to the inventory cycle. Other balance sheet items are classified as fixed assets / long term liabilities.
Current assets are valued at the lower of cost and fair value. Short term liabilities are recognized at nominal
value.
Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities are recognized
at nominal value. Borrowings are recognised at amortised cost, net of fees.
1.4 SUBSIDIARIES AND ASSOCIATED COMPANIES
Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is
valued as cost of the shares in the subsidiary, less any impairment losses. Impairment loss is recognised if
the impairment is not considered temporary, in accordance with generally accepted accounting principles.
Impairment losses are reversed if the reason for the impairment loss disappears in a lather period.
Dividends, group contributions and other distributions from subsidiaries are recognised in the same year as
they are recognised in the financial statement of the provider. If dividends / group contribution exceeds
withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and
the distribution will be deducted from the recorded value of the acquisition in the balance sheet for the parent
company.
1.5 RECEIVABLES
Accounts receivables and other receivables are recorded in the balance sheet at nominal value less a
provision for doubtful accounts. Provision for doubtful accounts is determined based on an assessment of
individual receivables.
1.6 NON-CURRENT ASSETS
Non-current assets are capitalised at historical initial cost and are depreciated linearly over the life of the
asset. Investments connected with the acquisition of computer equipment with an estimated useful life of
less than three years have been recorded as costs on a continuous basis. In connection with sales of non-
current assets, gains are recorded as operating income and losses are booked as operating cost. Costs
related to leasing of premises are recorded as costs over the term of the lease.
69
1.7 USE OF ESTIMATES WHEN PREPARING THE ANNUAL FINANCIAL STATEMENTS
The management has used estimates and assumptions that have affected assets, liabilities, incomes,
expenses, and information on potential liabilities. This particularly applies to the depreciation of tangible fixed
assets, evaluation of goodwill and evaluations related to acquisitions and pension commitments. Future
events may lead to these estimates being changed. Estimates and their underlying assumptions are
reviewed on a regular basis and are based on best estimates and historical experience. Changes in
accounting estimates are recognised during the period when the changes take place. If the changes also
apply to future periods, the effect is divided among the present and future periods.
1.8 CASH FLOW STATEMENTS
The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash,
bank deposits and other short term, highly liquid investments with maturities of three months or less.
SuperOffice Group AS - NGAAP
NOTE 2 - PAYROLL AND COMPENSATION TO THE BOARD OF DIRECTORS
There are no employees in SuperOffice Group AS and the payroll cost covers the payments of fees to the
members of the Board of Directors. The remuneration to members of the Board of Directors are presented
in note 20 in the consolidated group statements.
The board of directors shareholding in SuperOffice Holding II AS are listed in note 20 in the consolidated
group statement.
All figures in TNOK
PAYROLL COSTS 2021 2020
Salaries 1 100 275
Payroll tax 155 39
Total 1 255 314
70
SuperOffice Group AS - NGAAP
NOTE 3 – OTHER SHORT TERM AND LONG-TERM LIABILITIES
SuperOffice Group AS acquired the shares of SuperOffice AS on the 8
May 2020 and the share purchase
agreement dated on 8 April 2020 had an earn-out clause. If SuperOffice AS and its subsidiaries at the time
of the purchase achieves at least 95 % of the budgeted revenues in 2020 and 2021 the buyer shall pay an
earn-out for each of the years, the threshold is met. The earn-out could not exceed TNOK 150 000 for the
two years combined.
At the time of the purchase SuperOffice Group AS estimated the earn-out to a present value of TNOK 86 356.
At year-end 2020 the earn-out for 2020 was calculated to TNOK 42 386 and the present value of the earn-
out for 2021 was estimated to TNOK 43 887. The interest element on the earn-out in 2020 was TNOK 7 712
and the profit was TNOK 7 795. The profit is the change between the estimated earn-out for 2020 on the
acquisition date and the calculated earn-out at year-end based on the SuperOffice Group’s total operating
revenue in 2020. The earn-out for 2020 was paid to SuperInvest AS in April 2020.
At year-end 2021 the Group’s revenues in 2021 excluding InfoBridge Software B.V. were lower than 95 %
of the budgeted revenue and there will be no earn-out for 2021. The remaining liability in the balance sheet
has been reversed with TNOK 46 325 as a cost reduction in operating expenses and an interest cost of
TNOK 2 438.
SuperOffice Group AS had interest swaps with a fair value of TNOK 244 on 31 December 2020. In 2021 the
interests have increased and the swaps have a positive fair value at 31 December 2021, and is presented
as an asset in note 9.
All figures in TNOK
LONG TERM LIABILITIES 2021 2020
Earn-out liability - 43 887
Total - 43 887
SHORT TERM LIABILITIES Note 2021 2020
- 42 386
Accrued salaries 444 314
Fair value of financial instruments 5 - 244
Total 444 42 944
Earn-out liability
71
SuperOffice Group AS - NGAAP
NOTE 4 – OPERATING EXPENSES
The listing of the bond loan at Oslo Stock Exchange in 2021 generated additional fees to auditors and
consultants.
All figures in TNOK
AUDIT FEES AND OTHER OPERATING EXPENSES 2021 2020
Statutory audit 145 401
Auditor - other assurance services 534 76
Auditor - other non-assurance services 146 18
Auditor - tax consultancy services 57 -
Total audit fees 882 495
Legal fees 85 82
Consultancy fees 747 102
Operating expenses 129 -
Total consultancy and operating expenses 961 1 173
Total Other operating expenses 1 842 1 669
72
SuperOffice Group AS - NGAAP
NOTE 5 – FINANCIAL ITEMS
All figures in TNOK
SuperOffice Group AS – NGAAP
NOTE 6 – TAX
FINANCIAL INCOME Note 2021 2020
- 3 198
46 780 12 521
822 249
Other interest income 1 -
Foreign exchange gain 49 67
Increase in value of financial instruments 8 781 -
Other financial income 1 -
Total financial income 56 433 16 036
FINANCIAL EXPENSE Note 2021 2020
1 463 24 411
7 53 330 8 447
Interest expense earn-out liability 11 2 438 7 712
Foreign exchange losses 22 2 090
Other financial expenses 2 124 1 638
Total financial expenses 59 377 44 298
NET FINANCIAL ITEMS (2 944) (28 262)
Interest expenses and fees on bank borrowings
Interest expense bond loan
Dividend from SuperOffice AS
Interest income from group companies
Group contribution from SuperOffice AS
Figures in TNOK
2021 2020
Deferred taxes (4 772) (5 389)
THIS YEAR INCOME TAX CONSISTS OF 2021 2020
Changes in deferred tax 618 (5 389)
Total tax cost/income 618 (5 389)
73
CALCULATION OF THIS YEARS TAX BASIS:
Net profit/loss before tax expense 40 283 (21 459)
Permanent differences (37 476) (3 037)
Tax basis for the year 2 807 (24 497)
Changes in temporary differences 616 (13 339)
Changes in losses carried forwards (3 423) 37 835
Tax basis for the year - -
SPECIFCATION OF NON-DEDUCTIBLE EXPENSES/NON-TAXABLE INCOME
Losses carried forward 3 423 (37 835)
Amortisation of loan expenses (616) 13 339
Total 2 807 (24 497)
Deferred tax liability (asset) 618 (5 389)
Deferred tax asset as of 31.12.2021 have been calculated at a tax rate of 22 %.
The effect on the current year's tax expense is TNOK 618:
2021 2020
Profit before tax 40 283 (21 459)
22 % tax of net profit before tax 8 862 (4 721)
Permanent differences (22 %)* (8 245) (668)
Calculated tax expense 618 (5 389)
Effective tax rate 2 % 25 %
EXPANATION OF WHY THIS YEAR'S TAX EXPENSE IS NOT 22 % OF NET
PROFIT/(LOSS) BEFOR TAX:
SPECIFICATION OF THE TAX EFFECT OF TEMPORARY DIFFERENCES AND LOSS
TO BE CARRIED FORWARD
2021 2020
Asset Liability Asset Liability
Losses carried forward 7 571 - 8 324 -
Other items to be carried forward - 2 799 - 2 935
Total 7 571 2 799 8 324 2 935
Deferred asset/liability in balance sheet 4 772 - 5 389 -
74
SuperOffice Group AS - NGAAP
NOTE 7 – SUBSIDIARIES
Shares in subsidiary owned directly by SuperOffice Group AS:
The investment is booked using the cost method in the financial statements of the company. Investments
in subsidiaries are consolidated in the financial statements.
The company has an ownership interest in the following subsidiaries (directly or indirectly):
Figures in TNOK
SuperOffice AS
Year of acquisition 2020
Business Location Oslo
Ownership percentage 100 %
Share Capital 31.12.2021 13 673
Profit 2021 40 656
Book value 31.12.21 1 085 836
Company Name
Time of
Acqustion
Business Office
Ownership
Interest
Voting
Power
SuperOffice AS
08.05.2020
Subsidiaries of SuperOffice AS:
SuperOffice Norge AS
08.05.2020
Oslo 100 % 100 %
SuperOffice Sweden AB
08.05.2020
Stockholm 100 % 100 %
SuperOffice Business
Solutions AB
08.05.2020
Gothenburg 100 % 100 %
SuperOffice Danmark A/S
08.05.2020
Copenhagen 100 % 100 %
SuperOffice Benelux B.V.
08.05.2020
Eindhoven 100 % 100 %
SuperOffice Software Ltd.
08.05.2020
Cranfield 100 % 100 %
SuperOffice AG
08.05.2020
Basel 100 % 100 %
UAB SuperOffice
08.05.2020
Vilnius 100 % 100 %
National Securities AS
08.05.2020
Oslo 100 % 100 %
SuperOffice KK (dormant)
08.05.2020
Tokyo 75 % 75 %
InfoBridge Software B.V
31.08.2020
S'Hertogenbosch
Subsidiary of SuperOffice AG:
SuperOffice GmbH
08.05.2020 Dortmund 100 % 100 %
75
SuperOffice Group AS - NGAAP
NOTE 8 – RELATED PARTY TRANSACTIONS
SuperOffice Group AS has the following related parties:
Subsidiaries
For the full list of subsidiaries and ownership details, see note 7. Transaction between group companies
happens on arm’s length basis. Interest on intra group balances is calculated on a quarterly basis. Details of
the transactions between the companies are presented at the end of the note.
SuperOffice Holding I AS, SuperOffice Holding II AS and SuperOffice Holding III AS
SuperOffice Group AS has made some payments on behalf of SuperOffice Holding I, II and III there is a
short-term receivable on these companies on 31 December. SuperOffice AS performs accounting and
administrative work in these companies and has charged a fee for the service provided.
Board of Directors
Information about remuneration and shareholdings of the board of directors, please see note 20 in the
consolidated group accounts.
Axcel
Axcel is the ultimate owner of the SuperOffice Group AS. Axcel has recharged costs related to the acquisition
of SuperOffice, travel expenses to board meetings and software cost to the Group in 2021. Axcel has not
provided any services to SuperOffice Group in 2020 or 2021.
TRANSACTIONS AND BALANCES WITH RELATED PARTIES
In NOK 1000
INTERCOMPANY BALANCES WITH RELATED PARTIES
2021
Short Term
Receivables
Charged
Interest
SuperOffice AS 53 974 822 015
SuperOffice Holding I AS 252 -
SuperOffice Holding II AS 333 -
SuperOffice Holding III AS 63 -
Total 54 623 822 015
2020
Short Term
Receivables
Charged
Interest
SuperOffice AS 64 134 249
SuperOffice Holding I AS 47 -
SuperOffice Holding II AS 8 -
Total 64 189 249
SERVICES PROVIDED FROM GROUP COMPANIES
2021 2020
SuperOffice AS 250 -
76
SuperOffice Group AS - NGAAP
NOTE 9 – OTHER CURRENT ASSETS
SuperOffice Group AS - NGAAP
NOTE 10 – SHARE CAPITAL AND SHAREHOLDERS
All figures in TNOK
OTHER CURRENT ASSETS Note 2021 2020
5 8 537 -
Other current assets 117 455
Prepayments - 900
Total 8 654 1 355
Fair value of financial instruments
SHARE CAPITAL Number Face value Book value
Ordinary shares 30 3000 90 000
All shares give equal rights in the company. SuperOffice Group AS has one shareholder at 31.12.21.
Shareholders
Number of
shares
Share of
ownership
SuperOffice Holding I AS 30 100,0 %
Total Number of Shares 30 100,0 %
77
SuperOffice Group AS - NGAAP
NOTE 11 – EQUITY
SuperOffice Group AS – NGAAP
NOTE 12 - BORROWINGS
The following subsidiaries are included in the consolidated financial statements:
Bond loan
A series of senior secured bonds has been issued in the maximum amount of TNOK 1 250 000. The bonds
may be issued on different issue dates, but the initial bond has been issued at TNOK 700 000. Additional
bonds may be issued when the conditions set out on the loan agreement has been met.
The bond loan will be repaid in full at maturity date 5 November 2025.
The bond was listed on the Open Market of the Frankfurt Stock Exchange in 2020 and at the Oslo Stock
Exchange 23 September 2021. Registration Document, Securities Note, Summary, the Bond Terms and
the Guarantee related to the listing at the Oslo Stock Exchange are available at www.superoffice.com.
The Group pays a quarterly interest of 3 months NIBOR + 6,5 % margin per annum on the bond loan. In
2020 fees related to the loan of TNOK 12 844 were been paid and capitalised on the loan. In 2021 additional
All figures in TNOK
Share
Share
premium Other Total
2021
capital reserve equity
60 580 219 -207 570 372 709
Capital increase of 06.08.2021 30 42 370 - 42 400
Extraordinary dividend - - - -
- - 39 666 39 666
90 622 589 -167 905 454 775
Share Share Other Total
2020
capital reserve equity
30 - - 30
Capital increase 08.05.2020 30 580 219 - 580 249
Extraordinary dividend - - -191 500 -191 500
- - -16 070 -16 070
60 580 219 -207 570 372 709
Equity as of 31.12 2021
Equity as of 25.02.2020, date of incorporation
Net profit/loss for the year
Equity as of 31.12 2020
Equity as of 01.01.2021
Net profit/loss for the year
All figures in TNOK
Facility
Original
amount
Interest
Interest payment
frequency
Maturity date
Bond loan 700 000
3M Nibor + 6,5 % Quarterly 5 Nov 2025
Danske Bank, revolving credit facility
IBOR + 3-3,75 % 5 Nov 2025
78
fees of TNOK 1 336 have been paid and capitalised. In 2021 amortised cost of TNOK 53 330 were charged
to the Income Statement (TNOK 8 447 in 2020). The first interest payment on the bond loan was in February
2021 and the Group has in total paid TNOK 48 829 interest to the bond holders in 2021.
In the bond terms there is a call option for a voluntary redemption of the bond prior to 5 November 2025.
The issuer may redeem the outstanding bonds in whole or in part on any business day from and including:
(i) the issue date to, but not including, the first call date, at a price equal to the “make whole” amount;
(ii) the first call date to, but not including, the interest payment date in May 2023 at a price equal to 104,098
%. of the nominal amount of the redeemed bonds;
(iii) the interest payment date in May 2023 to, but not including, the interest payment date in November 2023
at a price equal to 103,415 % of the nominal amount of the redeemed bonds;
(iv) the interest payment date in November 2023 to, but not including, the interest payment date in May 2024
at a price equal to 102,732 %. of the nominal amount of the redeemed bonds;
(v) the interest payment date in May 2024 to, but not including, the interest payment date in November 2024
at a price equal to 102,049 %. of the nominal amount of the redeemed bonds;
(vi) the interest payment date in November 2024 to, but not including, the interest payment date in May 2025
at a price equal to 101,366 %. of the nominal amount of the redeemed bonds;
(vii) the interest payment date in May 2025 to, but not including, the interest payment in August 2025 at a
price equal to 100,683 %. of the nominal amount of the redeemed bonds; and
(viii) the interest payment date in August 2025 to, but not including, the ,maturity date at a price equal to
100.00 %. of the nominal amount of the redeemed bonds.
The bond terms also has put option for mandatory repurchase due to a put option event. Upon the occurrence
of a put option event, each bond holder has the right to require the issuer to purchases all or some of the
bonds held by the bondholder at a price equal to 101 % of the nominal value. Change of control is a put
option event.
The loan is secured with share pledges of the shares in SuperOffice Group AS and the subsidiaries. The
SuperOffice AS Group which is the underlying asset of SuperOffice Group AS has a book value of TNOK
1 085 836 at 31 December 2021.
There are no financial covenants in the bond agreement.
Revolving Credit Facility
SuperOffice Group AS has a revolving credit facility with a limit of TNOK 90 000 with Danske Bank. As at 31
December the company has used TNOK 9 296 of the revolving facility for guarantees of withholding taxes in
Norway and office locations in Switzerland and Germany.
The unused revolving credit facility was TNOK 80 704 at 31 December 2021. SuperOffice Group AS has
charged fees of TNOK 1 935 related to the revolving credit facility to the financial expenses in 2021.
Loan facilities in Danske Bank granted and terminated in 2020
For the investment in the shares in SuperOffice AS, SuperOffice Group AS was granted loan facilities in
Danske Bank of TEUR 14 100, TNOK 158 000, TNOK 79 000 and a revolving credit facility of TNOK 90 000.
These loan facilities were terminated and repaid at the issue of the bond loan in November 2020.
The company paid and capitalised TNOK 16 601 in fees related to the loan facilities and paid interest of
TNOK 10 494 during the period from May through to November. At the termination of the loan facilities the
remaining capitalised fees were charged to financial expenses in the income statement.
The amortised cost on the loan is based on discounted cash flows with an interest rate of 7,6 % (7,4 % in
2020).
79
Reconciliation of borrowings at face value and amortised cost in the balance sheet:
SuperOffice Group AS - NGAAP
NOTE 13 - EVENTS AFTER THE BALANCE SHEET DATE
After the balance sheet date, the situation with the Covid-19 virus is improving and the countries where
SuperOffice is represented are gradually coming back to normal. At the end of February 2022 Russia started
a military invasion of Ukraine and this might have an impact on the financial markets where SuperOffice
operates. Changes in the general financial markets may affect our existing and potential customers and their
willingness and ability to invest in CRM Software. Changes in exchange rates have an effect for the Group
as more than 60 % of the revenues are in foreign currency. SuperOffice does not have any operations in
Russia or Ukraine.
All figures in TNOK
Borrowings Bond loan Total
Balance at 1 January
695 604 695 604
Cash changes:
Payments of fees on loans
(1 336) (1 336)
Interest payments to the lender
(48 829) (48 829)
Non-cash changes
Amortised cost
53 330 53 330
Total borrowings at 31 December 2021
698 769 698 769
Borrowings Danske Bank Bond loan Total
Balance at 25 February 2020
- - -
Cash changes:
Cash proceeds received from the lender
506 437 700 000 1 206 437
Payments of fees on loans
(13 601) (12 844) (26 444)
Interest payments to the lender
(10 494) - (10 494)
Repayment of loan
(506 437) - (506 437)
Non-cash changes
Accrued interest
24 095 8 447 32 542
Total borrowings at 31 December 2020
- 695 604 695 603
