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Annual Report
2022
SuperOffice Group AS
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TABLE OF CONTENT
SUPEROFFICE EXECUTIVE MANAGEMENT ............................................................................... 3
SUPEROFFICE BOARD OF DIRECTORS ..................................................................................... 4
STATEMENT OF THE BOARD OF DIRECTORS ........................................................................... 5
CORPORATE GOVERNANCE ...................................................................................................... 10
SUSTAINABILITY .......................................................................................................................... 14
FINANCIALS – SUPEROFFICE GROUP (IFRS) .......................................................................... 16
Consolidated income statement ..................................................................................... 16
Consolidated statement of comprehensive income ....................................................... 17
Consolidated statement of financial position................................................................. 18
Consolidated statement of changes in equity ................................................................ 20
Consolidated statement of cash flows ........................................................................... 21
Notes to the consolidated accounts ................................................................................ 22
FINANCIALS – SUPEROFFICE GROUP AS - NGAAP ............................................................... 66
Income statement ........................................................................................................... 66
Balance sheet - assets .................................................................................................... 67
Balance sheet – equity and liabilities ............................................................................ 68
Cash flow statement ...................................................................................................... 69
Notes .............................................................................................................................. 70
RESPONSIBILITY STATEMENT .................................................................................................. 82
AUDITORS REPORT ..................................................................................................................... 83
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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 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 enjoys 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 has a background from Oracle
where she led the Customer Experience (CX) sales organization in Western Europe and has more
than 15 years of leadership experience in 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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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 2021. He has previously been a Corporate Vice President at Microsoft and a Senior
Vice President at Oracle. Klaus Holse holds a MSc 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.
ENDRE RANGNES
Board member
Endre Rangnes is the Founder and CEO of Zolva Group since 2021. He has extensive management
experience in 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.
BJÖRN ERIK LARSSON
Board member
Björn Erik Larsson is a Partner at Axcel and has a broad background in 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 an MSc in Economics
from Stockholm School of Economics.
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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 Relationship Management) software company with the main
office situated 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 on 8 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.
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
2022 the SuperOffice Group has prepared 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.
INSURANCE COVERING BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT TEAM
The Board of Directors, CEO and executive management are covered by a D&O liability insurance
limited to TNOK 40 000. In addition, Axcel holds a D&O liability insurance for all portfolio companies
with a coverage limited 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.
FINANCIAL STATEMENTS - GROUP
Income statement
The Group has in 2022 continued developing and selling CRM software in the European market.
SuperOffice has delivered a year with growth in sales, ARR (Annual Recurring Revenue), revenues
and operational profit.
During 2022 the Group has strengthened the R&D team and the newly established team in Vilnius
is functioning well. The Group has focused on demand generating activities and developing the go-
to-market organisation. The acceleration strategy that was implemented after the acquisition in 2020
is running according to plan. The Group continues the process of streamlining its organisation to be
optimally designed for the future.
The total operating revenues increased with 11 % from 2021 and ended at TNOK 557 622 in 2022
(TNOK 503 784 in 2021). 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. Most of the subscriptions and
maintenance revenues are paid in advance for a period of 12 months.
The total license revenues in the period were TNOK 493 406 in 2022 and TNOK 439 438 in 2021,
which is an increase of 12,2 % The Group continues its journey on becoming a SaaS only CRM
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provider and are working on migrating the remaining on premises customers to the cloud based
solution. In 2022 69 % of the license revenues came from Cloud subscriptions, this is an increase
from 61 % in 2021.
Revenues generated from consulting services in the period were TNOK 58 141 and TNOK 61 005
in 2021. The Group reduced the number of consultants in 2022 and improved the utilization per
consultant.
Total operating expenses in the period were TNOK 451 319 and TNOK 404 287 in 2021. Purchase
of materials and services increased from TNOK 57 817 in 2021 to TNOK 70 643 in 2022. The
increase is mainly related to kick-back to sales partners and the growth in cloud operations leading
to an increase in hosting cost for the cloud platform.
Payroll and related expenses ended at TNOK 305 981 in 2022, an increase from TNOK 281 762 in
2021. The Group recognised TNOK 21 900 in restructuring costs related to streamlining the go to
market teams and focusing the resources on the prioritized markets.
Depreciation and amortisation were TNOK 96 290 in 2022 and TNOK 95 403 in 2021 and are mainly
related to the intangible assets recognised at the acquisitions of SuperOffice and InfoBridge
Software B.V. in 2020.
The Group’s operating profit operating profit before depreciations, amortisation and transactions
cost were TNOK 106 303 in 2022 (TNOK 99 497 in 2021). The margin on operating profit before
depreciations and transaction costs was 19,1 % in 2022 (19,7 % in 2021).
The Group had financial expenses of TNOK 66 258 in the period. SuperOffice Group AS has a bond
loan of TNOK 700 000 and interest of TNOK 52 092 was charged to the income statement in 2022.
The Group had financial income of TNOK 11 550 in 2022 and TNOK 8 075 of the amount was from
the change in the fair value of two interest swaps securing the interest rate on 2/3 of the bond loan.
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 76 251 (TNOK 69 400 in 2021) 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 14 946 in development in 2022 and TNOK 13 282 in 2021.
Cash Flow
In the period the positive cash flow from operating activities was TNOK 73 223 in 2022 (TNOK 85
225 in 2021). The difference between the operating result of the year and the cash flow from
operating activities are amongst other related to depreciations and amortisations for the period.
Investing activities related to the development of intangible assets and purchase of software
amounted to TNOK -16 199 (TNOK -13 672 in 2021). Acquisition of equipment amounted to TNOK
-4 050 in 2022 (TNOK -4 554 in 2021). Net cash flow used from investing activities were TNOK
-19 813 in 2022 and TNOK -18 107 in 2021.
The net cash used in financing activities were TNOK -100 801 in 2022 and TNOK -19 185 in 2021.
The Group has invested TNOK 81 250 in the SuperOffice Group bond loan in 2022.
Balance sheet – Group
The SuperOffice Group had total assets of TNOK 1 578 466 on 31 December 2022. The total current
assets are TNOK 157 159 in 2022 (TNOK 172 034 in 2021). The Board’s assessment is that the
underlying values in the Group are higher than the book values.
The equity ratio on 31 December 2022 was 20,9 % (22,8 % in 2021).
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As of 31 December 2022, SuperOffice Group AS had a bond loan with a nominal value of TNOK
700 000 (TNOK 700 000 in 2021). The Company has invested TNOK 81 250 of the bond loan in
2022 and thereby reduced the Borrowings in the balance sheet.
The bond loan was listed at Oslo Stock Exchange on 23 September 2021. The Group non-current
leasing liabilities of TNOK 123 791 (TNOK 112 136 in 2021), are mainly related to the lease of office
locations. The Group had TNOK 132 407 (TNOK 145 828 in 2021) in deferred tax liabilities which is
mainly related to intangible assets. The Group had current liabilities of TNOK 370 104 at the closing
of 2022 (TNOK 309 561 in 2021). The current liabilities include TNOK 242 811 (TNOK 190 455 in
2021) in prepayments from customers.
FINANCIAL STATEMENTS - PARENT COMPANY
SuperOffice Group AS has no operating activity and there are no operating revenues in the Company
in 2022 or 2021. The operating expenses of TNOK 1 977 in 2022 (TNOK 3 097 in 2021) were mostly
related to fees to the auditor and the Board of Directors.
The financing of the acquisition of SuperOffice AS is held in SuperOffice Group AS. The Company
had financial expenses of TNOK 57 629 and TNOK 51 860 of the amount was amortisation on the
bond loan. Financial income amounted to TNOK 55 033 of which TNOK 46 558 was group
contribution from SuperOffice AS and TNOK 8 075 was from the increased value of financial
instruments in 2022.
Events after the balance sheet date
There has not been any events after the balance sheet date which have an effect on the financial
statements for 2022.
Allocation of the profit and dividend basis
The Group’s net loss for the period was TNOK -53 274. The Board will not propose a payment of
dividend for 2022 to the Annual General Meeting.
Financial market risks
The Group’s financial market risks relate essentially to the fact that the Company operates
internationally and that 60,2 % of its turnover was in foreign currencies in 2022. Exchange rate
fluctuations mainly affect, transactions with, and the preparation of the accounts of, the foreign
subsidiaries.
The credit risk arises primarily from transactions with customers. The SuperOffice AS Group’s losses
on receivables have been modest for a number of years compared to the total operating revenues.
The Group has a high focus on collection of accounts receivable. The Group has also had a strategy
to focus the sales effort on customers with a certain number of users as the losses often have come
from customers with very few users. Accounts receivable at 31 December 2022 represent 4,3 % of
the Group’s total assets. The Group’s customers and accounts receivables are spread over a variety
of industries and geographical areas, reducing the overall risk.
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 2022 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 (note 20).
The Group’s operations generated excess liquidity in 2022. SuperOffice AS has during the year
invested TNOK 81 250 in the SuperOffice Bond. This has effectively reduced the interest payments
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and the Groups total loan commitment. The nominal value of the bond is still TNOK 700 000 and the
investment in the bond of TNOK 81 250 may be sold again if needed.
The Company’s financial activities are managed and controlled by the Board of Directors and Group
management in Oslo, Norway.
Working environment
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 2022 the absence due to sickness was
on average 3,1 % and 3,4 % 2021.
Since the corona epidemic the Group has experienced an increase in the use of home offices in
general. The management group has defined the office to be the main “playground” and employees
are expected to be in the office three days per week. The management group deems that it is
important to meet physically in order to build and maintain relationships and company culture.
The board supports diversity in every aspect of its workforce, extensive information is given in the
Group’s Sustainability Statement
OUTLOOK
The Board is positive about the Group´s growth prospects, driven by its strong 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 operates in the coming years, and SuperOffice aims to strengthen its position as
a leading supplier of CRM solutions in Europe.
Investments have continued during 2022 and will also continue into 2023. The Group focus on
strengthening the R&D team, demand generation activities and the go to market organization. Go to
market investments will going forward be focused on the key markets Scandinavia, Germany and
the Netherlands. The adjusted EBITDA 2022 included restructuring costs amounting to TNOK 21
900 related to streamlining of our go to market teams.
The relatively newly established R&D team in Vilnius functions well and further expansions into 2023
are planned. Since 2020, the Group has implemented an ambition growth strategy and the Group is
performing in line with the plan. As a part of the accelerations strategy the Group has initiated the
process of closing down the entity in the UK. Going forward the UK customers will be handled by
other Group companies. In order to secure a long-term growth trajectory for the Group business,
the Group has evaluated the strategic initiatives and investments moving forward, in combination
with evaluating where the Group invest in and streamline our organization to be optimally designed
for the future. The goals are clear: SuperOffice will be a preferred CRM choice for the defined target
markets and customers and continue to be an attractive and sustainable company for our customers,
partners, employees and owners.
The long-term strategy for the group is still primarily based on organic growth, but the Group will
continue to consider targeted acquisitions which fit in as a natural extension of our offering, team
and focus geographies.
The current situation and economic climate in Europe will likely influence the level of investments
made by businesses, but it is challenging to predict to what extent SuperOffice will be affected.
However, the general international unrest and growing inflation rates also impact our business
through its influence on the NOK exchange, as close to 65% of SuperOffice´s revenues are
generated in foreign currencies.
From a financial point of view, our business is solid. The market for cloud CRM applications
continues to be strong, especially in the medium-sized B2B market where we are active. With the
uncertainties related to the current economic climate, we still expect to continue to deliver improved
growth in revenues and profit in the coming 12 months.
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The Board stresses that, despite the positive outlook, there is uncertainty related to the assessment
of future conditions.
Oslo, 19 April 2023
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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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 2022, to be satisfactory.
Group Contribution and dividend
SuperOffice Group AS has not paid any group contributions or dividends in 2021 or 2022. 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.
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.
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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.
Insurance
The Board of Directors, CEO and executive management are covered by a D&O liability insurance
limited to TNOK 40 000. In addition, Axcel holds a D&O liability insurance for all portfolio companies
with a coverage limited 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.
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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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SUSTAINABILITY
SUPEROFFICE SUSTAINABILITY STRATEGY
SuperOffice defined its first Sustainability Strategy in 2021, and 2022 has been the first year where
the strategy has been executed upon. 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 published its first
external Sustainability Report in April 2022. Although a summary of our strategy and actions can be
found in this report, detailed overview is given in our Sustainability Report published on our website
via UNGC’s official pages.
As we appointed a new Sustainability Committee in 2022, a key focus has been to increase our
knowledge and expertise within sustainability. The committee has attended courses and trainings in
cooperation with UNGC, and applied learnings from these courses in the execution of our strategy.
Our strategy is centred around four central topics, where the group has initiated, executed and
completed several projects the past year.
Sustainable Workforce
SuperOffice is a people- and relationship company, and developing and maintaining a sustainable
workforce is a key lever for our continuous success. In 2022 we onboarded the company’s first Head
of People who has been a vital part of putting continued focus on this topic across the company. We
completed our first annual people survey, which gave an increased insight to how our people are
thriving in their job. The survey had a response rate of 95% and gave an eNPS of 39% (benchmark
in the industry is 30%). The most important part of our survey process is using the results to
determine where to take action to make SuperOffice an even better place to work. Teams discussed
their results and proposed action ideas.
SuperOffice has a target of 40% gender diversity, and in 2022 our gender diversity was 31%. The
gender split differs across countries, roles and departments. Attracting, hiring and promoting women,
especially in fields with a lower female representation, is a vital part of succeeding with our 40%
ambition. The group recognizes that there is a lower degree of female representation in leadership
positions. In 2022, the group ran its first gender pay gap analysis, the results from this analysis and
other key aspects of our work within the workforce area can be found in our Sustainability Report on
our homepage www.superoffice.com.
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 2022, the absence due to sickness in SuperOffice was 5.5 days per
FTE. At year-end 2022 the Group had seven employees (2.7%) in temporary positions, this includes
full-time consultants and internships. The group had 17 people working part time, 6 of these were
men and 11 women, corresponding to 6.6% of the employees. In 2022, 156 weeks of maternity and
paternity leave were taken by the Group’s employees. The average maternity/paternity leave was
9.2 weeks.
Sustainable Operations
Sustainable Operations is all about how we operate our business and daily work. The main project
within this topic in 2022 was to establish a new and adjusted methodology for determining our
emissions. Our previous methodology was mainly focused on scope 1 and scope 2 emissions, while
we are now estimating our emissions also for scope 3. This is a vital part of developing a deeper
understanding of our emissions. Given the new and improved methodology, 2022 has been
established as our baseline year for benchmarking emissions reductions moving forward.
For 2022 our scope 1 emissions were 153 tCO2e, and scope 2 emissions 65 tCO2e. Our scope 1
emissions are mainly correlated with our company cars, and the main reduction lever is to transform
our car park towards electric- and hybrid cars whenever possible. Our scope 2 emissions are
influenced by the use of power for electricity and heating in all our office locations, as well as
charging of company electric cars. Both our scope 1 and scope 2 emissions are calculated using an
activity-based approach.
15
Our scope 3 emissions for 2022 are 1 998 tCO2e, and comprise 90% of our overall emissions. The
main part of our scope 3 emissions is calculated using a spend-based approach, as gathering of
activity data within this field is very challenging and time consuming. For essential part of our
business, such as hosting and employee commuting, we have used activity-based data.
Sustainable Software
Sustainable coding and software has been a part of how we develop our product long before this
was established in our Sustainability Strategy. As part of our work in this field, we developed a
migration emission calculator that estimated the savings both on terms of power usage (kWh) and
emissions (CO2e) from migrating an installation from on-premises to cloud. Although this does doe
impact SuperOffice’s emissions, calculations show that our customers in total have reduces their
yearly emissions with the equivalent of 154 tCO2e through migrations completed in 2023.
We have implemented a new Zero Footprint integration for Microsoft Outlook and Sharepoint that
has removed the need for our users to install any software locally on their workstation. This creates
a more inclusive design that enables more users to utilize our solutions with a lower technical
threshold at no additional cost.
Sustainable Hosting and Value Chain
As described above, the company did a detailed analysis of our emissions related to hosting in 2022.
Our hosting emissions for 2022 is estimated to a total of 1.72 tCO2e, equivalent to less than 1% of
the company’s total emissions. Despite this, hosting is maintained as a key part of our strategy, as
it is a vital part of how we operate and the services we provide our customers.
In 2022, SuperOffice performed its first value chain analysis in accordance with the Transparency
Act. The analysis was performed through internal risk assessments, and surveying of relevant
suppliers across all the groups’ companies. Although the analysis showed generally good results
across all main topics, we see that there is an improvement potential across our supplier base related
to emission calculations and having a detailed overview of the supplier’s impact on the environment.
This is impacted by a large share of smaller suppliers, where the maturity on these topics on average
is lower that of larger enterprises. The company will continue to work closely together with its supply
chain to ensure responsible conduct in accordance with the principles described in the OECD
guidelines. Information about the Value Chain is presented in the Sustainability Report on our
website www.superoffice.com.
16
FINANCIALS – SUPEROFFICE GROUP (IFRS)
SuperOffice Group – IFRS
Consolidated income statement
All figures in TNOK
Note
2022
2021
REVENUES
Operating income
2
557 622
503 784
Total revenues
557 622
503 784
OPERATING EXPENSES
Purchase of materials and services
3
70 643
57 817
Payroll and related expenses
4
305 981
281 762
Other operating expenses
5
73 809
64 177
Bad debts
13
886
531
Total operating expenses
2
451 319
404 287
Operating profit before depreciation,
amortisation and transaction costs
106 303
99 497
Depreciations and amortisation
6, 8, 9
96 290
95 403
Change in earn-out liability
23
-
(19 943)
Operating profit
10 013
24 036
FINANCIAL ITEMS
Financial income
11 550
11 692
Financial expenses
66 258
69 969
Net financial items
10
(54 708)
(58 277)
Profit before income tax
(44 694)
(34 241)
Income tax expenses
12
8 580
2 517
Profit for the year
(53 274)
(36 758)
The notes on page 22-65 are an integral part of these consolidated financial statements.
17
SuperOffice Group - IFRS
Consolidated statement of comprehensive income
2022
2021
(53 274)
(36 758)
9 713
3 188
(43 561)
(33 570)
The notes on page 22-65 are an integral part of these consolidated financial statements.
18
SuperOffice Group - IFRS
Consolidated statement of financial position
All figures in TNOK
ASSETS
Note
31.12.2022
31.12.2021
Non-current assets
Deferred tax assets
12
8 872
15 180
Goodwill
7
667 155
665 199
Intangible assets
6
591 404
645 192
Tangible assets
8
15 048
16 215
Right-of-use assets
9
137 266
126 017
Other non-current receivables
13
1 561
851
Total non-current assets
1 421 306
1 468 654
Current assets
Account receivables
13
67 722
49 414
Receivables on group companies
11
990
648
Prepaid income tax
12
2 006
1 104
Other current assets
13
42 174
30 142
Cash and cash equivalents
22
44 267
90 725
Total current assets
157 159
172 034
TOTAL ASSETS
1 578 466
1 640 687
The notes on page 22-65 are an integral part of these consolidated financial statements.
19
SuperOffice Group - IFRS
Consolidated statement of financial position
All figures in TNOK
EQUITY AND LIABILITIES
Note
31.12.2022
31.12.2021
Equity
Share capital
17
90
90
Share premium
622 589
622 589
Total paid in capital
622 679
622 679
Other reserves
(292 157)
(248 596)
Total equity
330 522
374 083
Non-current liabilities
Deferred tax liabilities
12
132 407
145 828
Pension liabilities
18
342
309
Non-current lease liabilities
9
123 791
112 136
Borrowings
16, 21
621 300
698 769
Total non-current liabilities
877 840
957 043
Current liabilities
Trade payable
19
16 777
18 508
Current income tax payable
12
2 439
857
Tax withholding and VAT
32 784
29 037
Prepayments from customers
19
242 811
190 455
Current lease liabilities
9
17 931
16 423
Other current liabilities
19
57 361
54 281
Total current liabilities
370 104
309 561
TOTAL EQUITY AND LIABILITIES
1 578 466
1 640 687
Oslo, 19 April 2023
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 22-65 are an integral part of these consolidated financial statements.
20
SuperOffice Group - IFRS
Consolidated statement of changes in equity
All figures in TNOK
Share
Share
Currency
Other
Total
Note
capital
premium
difference
equity
equity
2022
Equity at 1 January
90
622 589
442
(249 039)
374 083
Profit (loss) for the period
-
-
-
(53 274)
(53 274)
Currency translation effects
-
-
9 713
-
9 713
Total comprehensive
income for the period
-
-
9 713
(53 274)
(43 561)
Transactions with owners in
their capacity as owners:
EQUITY AT 31 DECEMBER
90
622 589
10 156
(302 313)
330 522
All figures in TNOK
Share
Share
Currency
Other
Total
Note
capital
premium
difference
equity
equity
2021
Equity at 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
Total comprehensive
income for the period
-
-
3 188
(36 758)
(33 570)
Transactions with owners in
their capacity as owners:
Issue of shares
30
42 370
-
-
42 400
Other
-
-
-
489
489
EQUITY AT 31 DECEMBER
90
622 589
442
(249 039)
374 083
The notes on page 22-65 are an integral part of these consolidated financial statements.
21
SuperOffice Group - IFRS
Consolidated statement of cash flows
All figures in TNOK
Note
2022
2021
Cash flows from operating activities:
14
134 406
147 132
Interest paid
10
(53 228)
(57 054)
Income tax paid
(7 955)
(4 853)
Net cash generated from operating activities
73 223
85 225
Cash flows from investing activities:
Purchase of property, plant and equipment (PPE)
8
(4 050)
(4 554)
Development and purchase of intangible assets
6
(16 199)
(13 672)
Interest received
10
435
119
Net cash used in investing activities
(19 813)
(18 107)
Cash flows from financing activities:
Proceeds from issuance of share capital
-
42 400
Investment in bond loan
16
(81 250)
-
Earn-out liability
19
-
(42 386)
Payment of principal portion of lease liabilities
9
(19 551)
(19 199)
Net cash used in financing activities
(100 801)
(19 185)
Net (decrease)/increase in cash, cash
equivalents and bank overdrafts
(47 391)
47 933
Cash and cash equivalents at beginning of period
90 725
44 194
Exchange gains/(losses) on cash and bank overdrafts
933
(1 402)
CASH AND CASH EQUIVALENTS AT END OF YEAR
44 267
90 725
The notes on page 22-65 are an integral part of these consolidated financial statements. 
22
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 liability company incorporated on 25 February 2020 and domiciled in
Norway. The address of its registered office is Wergelandsveien 27, P.O. Box 1884 Vika, NO-0124 Oslo.
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 separate set of 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.
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.
The Group has used assumptions and estimates in determining the lease term of contracts with renewal
options. The assumptions affect 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.
23
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.
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 CONTRACTS 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.
Maintenance and support related to on premises license agreements are delivered and recognised over the
maintenance period.
Services:
- Service agreements
24
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.
Metered Services:
- Element of Cloud Subscription agreements
Metered services are typically the usage of extra storage related to Cloud subscription. The performance
obligation are the actual usage of storage which are delivered and the customers simultaneously receives
and consumes the benefit of the services. The SuperOffice Group recognised the metered services 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. Costs 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 relate.
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.
25
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 AND GOODWILL
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
estimates 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.
26
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.
27
The Group classified its financial assets in two categories:
- 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.
28
The financial liability from borrowings is derecognised when the obligation under the liability is discharged,
cancelled or expires.
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
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 by 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 the cost of hedging.
Fair value hedges and hedges of a net investment are 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 to 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.
29
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
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 knows 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.
30
The Group presents its lease liabilities as separate line items in the statement of financial position.
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 assets 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.
31
1.12 CASH AND CASH EQUIVALENTS
Cash includes cash at hand and in the bank. Restricted cash are included in cash and cash equivalents.
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.
32
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 CHANGES IN ACCOUNTING POLICIES AND DISCLOUSURES
No changes in IFRS effective for the 2023 financial statements are relevant this financial year.
1.19 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
OPERATING INCOME GEOGRAFICALLY
All figures in TNOK
2022
2021
Norway
222 060
194 635
Sweden
110 819
106 532
Denmark
54 800
47 552
Germany
60 603
55 544
Netherlands
65 618
58 907
Great Britain
13 187
13 107
Switzerland
30 536
27 505
Total
557 622
503 784
60,2 % (61,4 % in 2021) 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.
33
OPERATING INCOME BY TYPE
All figures in TNOK
2022
2021
On-premises licenses
7 224
9 731
Maintenance and support
74 810
109 762
Onsite subscriptions
69 166
54 061
Cloud subscriptions
342 207
265 883
License revenue
493 406
439 438
Services
58 141
61 005
Metered Services
4 688
1 018
Other income
1 388
2 322
Total
557 622
503 784
TIMING OF REVENUE RECOGNITION
All figures in TNOK
2022
2021
At a point in time
7 224
9 731
Over time
550 399
494 052
Total
557 622
503 784
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 are 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 cost, 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 products and some of these partners receive a kick-back on the sale of licenses.
Prepaid contract costs are the cost of both prepaid commission to sales representatives and kick-back to
partners that are distributed over the committed contract period of 12 months.
NET CONTRACT ASSETS/-LIABILITIES CONSISTS OF THE FOLLOWING:
All figures in TNOK
Note
2022
2021
Contract assets:
Prepaid contract costs
13
8 707
12 015
Contract liabilities:
Prepayments from customers
19
(242 811)
(190 455)
Net contact assets/(-liabilities)
(234 104)
(178 440)
34
Customer contracts are invoiced on the following intervals: monthly, quarterly, bi-annually and annually. The
invoicing period does not exceed 12 months. The prepayments from customers on 31 December 2022 will
be recognized as revenue during 2023.
OPERATING EXPENSES GEOGRAPHICALLY
All figures in TNOK
2022
2021
Norway
223 240
200 870
Sweden
68 305
71 227
Denmark
26 256
24 262
Germany
43 461
30 066
Netherlands
33 747
29 684
Great Britain
6 629
6 727
Switzerland
26 431
23 945
Lithuania
23 251
17 506
Total
451 319
404 287
SuperOffice Group - IFRS
NOTE 3 – PURCHASE OF MATERIALS AND SERVICES
All figures in TNOK
2022
2021
Direct operating cost
62 668
50 338
Third party consultants
5 512
5 452
Third party products
1 058
1 423
Other
1 406
604
Total
70 643
57 817
Direct operating costs are related to cuts to partners for their share of the recurring revenues and hosting
and operating costs of the Cloud platform.
35
SuperOffice Group - IFRS
NOTE 4 – PAYROLL AND RELATED EXPENSES
All figures in TNOK
Note
2022
2021
Salaries and holiday pay
193 724
167 730
Bonuses
40 791
39 431
Payroll tax
34 120
34 480
Pension cost, defined benefit plans
18
3 226
3 201
Pension cost, defined contribution plans
18
15 908
14 074
Other payroll expenses
18 212
22 847
Total payroll cost
305 981
281 762
Average man-year
247
246
Absence due to sickness
3,1 %
3,4 %
SuperOffice Group - IFRS
NOTE 5 – OTHER OPERATING EXPENSES
All figures in TNOK
2022
2021
Consultancy
17 145
13 652
Marketing cost
16 928
20 348
Location cost/rent
9 720
7 442
Hosting of servers and lease cost
3 502
3 492
Fixtures not capitalised
1 717
1 434
Maintenance software and equipment
13 896
11 093
Office cost general
(514)
(326)
Communication cost
2 615
2 385
Company cars expenses
4 377
2 915
Travel expenses
4 423
1 743
Total other operating expenses
73 809
64 177
36
SuperOffice Group - IFRS
NOTE 6 – INTANGIBLE ASSETS
All figures in TNOK
2022
Customer
Relationships
Technology
Brand
Rental
Agreement
Develop-
ment
Software
Total
Cost at 1 January
367 980
305 155
29 700
34 200
23 323
441
760 799
Additions
-
-
-
-
14 946
1 253
16 199
Disposals
-
-
-
-
-
(143)
(143)
Cost at 31 December
367 980
305 155
29 700
34 200
38 269
1 551
776 855
Acc. amortisation and write
downs at 1 January
61 054
50 534
-
3 800
167
52
115 607
Amortisation of the period
36 770
30 483
-
2 280
278
193
70 004
Acc. disposal
-
-
-
-
-
(143)
(143)
Acc. amortisation and write
downs at 31 December
97 824
81 016
-
6 080
446
102
185 468
Translation effects
8
9
-
-
-
1
18
Carrying amount at 31
December
270 164
224 147
29 700
28 120
37 823
1 450
591 404
Rates of amortisation
10 %
10 %
6,7 %
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
2021
Customer
Relationships
Technology
Brand
Rental
Agreement
Develop-
ment
Software
Total
Cost at 1 January
367 980
305 155
29 700
34 200
10 041
51
747 127
Additions
-
-
-
-
13 282
390
13 672
Cost at 31 December
367 980
305 155
29 700
34 200
23 323
441
760 799
Acc. amortisation and write
downs at 1 January
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 at 31 December
61 054
50 534
-
3 800
167
52
115 607
Translation effects
-
-
-
-
-
-
-
Carrying amount at 31
December
306 926
254 621
29 700
30 400
23 155
390
645 192
Rates of amortisation
10 %
10 %
6,7 %
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
37
Customer Relationships
Customer Relationships of TNOK 359 700 are from the purchase of SuperOffice on 8 May 2020 and TEUR
792 is from the purchase of InfoBridge Software B.V. at 31 August 2020. The valuation of customer
relationships is based on future revenues from existing customers at the time of the purchase, less expenses,
churn, contributory asset charges. The useful life was assessed to be 10 years for both assets.
Technology
The technology of TNOK 295 400 is from the purchase of SuperOffice on 8 May 2020 and TEUR 933 is
related to the software developed by SuperOffice. The technology of TEUR 933 is software developed by
InfoBridge Software B.V. Useful life for both assets were 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 for 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 are depreciated over 15 years, which was the remaining contract length at the time of the acquisition.
Development Cost
The 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 the maintenance of existing
software have not been capitalised and is recognised as costs in the consolidated income statement.
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 Group has capitalised TNOK 14 946 in development cost in 2022 and MNOK 13 282 in 2021. In 2022
the Group recognised TNOK 76 251 as development cost in the in the consolidated income statement. The
development cost in 2021 amounted to TNOK 69 400. The development cost derives from SuperOffice AS,
SuperOffice Business Solutions AB, InfoBridge Software B.V. and UAB SuperOffice.
The costs of product development not fulfilling the criteria of capitalisation are expensed over the income
statement.
SPECIFICATION OF EXPENSED DEVELOPMENT COST
2022
2021
Wages and personnel expenses
53 581
48 557
Consultancy
10 447
7 494
Other operating expenses
12 222
13 349
Total
76 251
69 400
Software
Purchased standard software licenses for internal use.
38
SuperOffice Group - IFRS
NOTE 7 – GOODWILL AND IMPAIRMENT TESTING OF GOODWILL
All figures in TNOK
2022
Goodwill
Cost at 1 January
668 318
Cost at 31 December
668 318
Acc. depreciation and write downs at 31 December
-
Translation effects
(1 163)
Carrying amount at 31 December
667 155
Rates of depreciation
Depreciation method
N/A
Economic lifetime
Indefinite
2021
Goodwill
Cost at 1 January
668 318
Cost at 31 December
668 318
Acc. depreciation and write downs at 31 December
-
Translation effects
(3 119)
Carrying amount at 31 December
665 199
Rates of depreciation
Depreciation method
N/A
Economic lifetime
Indefinite
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.
About 70 % of the total operating revenue from InfoBridge Software B.V are with other SuperOffice entities
and 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.
39
Cash flows:
Future cash flows are based on the budget for 2023 and forecasts for the four subsequent years. Cash flows
are determined based on historical figures for the cash generating units. For the period after 2027, 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 11,1 % 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 2023-2027:
- Revenues: 3 % to 18 % This varies between the entities.
- EBITDA margin: 20 % - 30 % for the main sales entities.
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 over time 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.
40
SuperOffice Group - IFRS
NOTE 8 – TANGIBLE ASSETS
All figures in TNOK
2022
Capitalised
Expenses
Operating
Equipment
Total
Cost at 1 January
405
44 664
45 069
Additions
-
4 050
4 050
Disposals
-
(1 686)
(1 686)
Cost at 31 December
405
47 029
47 434
Acc. Depreciation and write downs at 1 January
360
27 346
27 707
Depreciation of the year
24
4 809
4 833
Acc. Deprecation disposal
-
(1 660)
(1 660)
Acc. Depreciations and write down at 31
December
384
30 496
30 880
Translation effects
(2)
(1 504)
(1 506)
Carrying amount at 31 December
19
15 030
15 048
Depreciation method:
Linear
Linear
Economic lifetime:
Lease
period
3-10 years
2021
Capitalised
Expenses
Operating
Equipment
Total
Cost at 1 January
405
40 111
40 515
Additions
-
4 554
4 554
Cost at 31 December
405
44 664
45 069
Acc. Depreciation and write downs at 1 January
337
23 089
23 426
Depreciation of the year
24
4 179
4 202
Write downs of the year
-
78
78
Acc. Depreciations and write down at 31
December
360
27 346
27 707
Translation effects
(3)
(1 144)
(1 147)
Carrying amount at 31 December
41
16 174
16 215
Depreciation method:
Linear
Linear
Economic lifetime:
Lease
period
3-10 years
41
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
2022
Balance at 1 January 96 587 22 692 268 6 470 126 017
Additions - 219 5 698 5 917
Depreciations (7 702) (8 838) (170) (4 742) (21 453)
Adjustments 13 340 12 133 - 315 25 787
Currency exchange differences - 855 7 136 998
Balance at 31 December 102 224 26 843 324 7 876 137 266
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
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
42
Other lease expenses recognised in profit or loss:
2022
2021
Operating expenses related to short-term leases (including
short-term value assets)
133
151
Operating expenses related to low value assets (excluding
short-term leases included above)
328
445
Total lease expenses included in other operating expenses
461
596
Variable lease payments
In addition to the lease liabilities above, the Group is committed to paying 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 first five-year option included in the lease obligation is not yet
committed.
LEASE LIABILITIES
2022 2021
Less than 1 year 22 961 21 006
1-5 years 63 618 52 224
More than 5 years 86 847 87 166
Total undiscounted lease liabilities at 31 December 173 427 160 397
141 721 128 559
Current 17 931 16 423
Non-current 123 791 112 136
The weighted average incremental borrowing rate applied 3,87 % 3,87 %
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 2022 2021
Lease liabilities at 1 January 128 559 143 786
New lease liabilities recognised in the year 31 694 5 483
Cash payments for the principal portion of the lease liability (19 551) (19 199)
Cash payments for the interest portion of the lease liability (5 141) (5 071)
Interest expense on lease liabilities 5 141 5 071
Currency exchange differences 1 019 (1 511)
Total lease liabilities at 31 December 141 721 128 559
Current lease liabilities 17 931 16 423
Non-current lease liabilities 123 791 112 136
Total cash outflows for leases 24 692 24 270
43
The offices in Stockholm and Gothenburg have three year contract with an automatic extensions for another
three years unless the company terminate the contract within specific dates. The office location in
Switzerland has been extended with a new five-year period.
Contracts entered into, but not yet active
The Group has entered into a new lease contract for new office location in Vilnius. The new contract is
running from January 2023 and runs for a five year period. SuperOffice Denmark has also entered into a
new lease contract for offices in Copenhagen – this is also a five year contract. The contract is running from
1 June 2023. These contracts will be included in the calculation in 2023 when the company get access to
the new office location.
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 from May 2022. 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
All figures in TNOK
NET FINANCIAL ITEMS CONSISTS OF:
Note
2022
2021
Interest income:
- Bank deposits
371
65
- From loans to Group companies
11
29
2
- Other interest income
35
52
Foreign exchange gains
3 014
2 791
Increase in fair value of financial instruments
16,18
8 075
8 781
Other financial income
25
1
Total financial income
11 550
11 692
Interest expense:
- Bond loan
16
56 667
53 330
- Interest expense/(income) from swap
16, 21
(4 575)
1 732
- Interest lease agreements
9
5 141
5 071
- Interest element on earn-out
23
-
2 438
- Other interest expense
-
86
Foreign exchange losses
3 242
3 650
Other financial expenses
5 781
3 662
Total financial costs
66 258
69 969
Net financial items
(54 708)
(58 277)
44
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, SuperOffice Holding III AS and SO ESPSco 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.
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.
SO ESPSco AS is a subsidiary of SuperOffice Holding III AS, SuperOffice Holding III AS has control of the
company. The remaining shares are held by employees in the SuperOffice AS Group.
Subsidiaries
The subsidiaries of SuperOffice Group AS are 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. The Group has recognised ProTemp A/S
and Moment A/S are a part of the Edda Group in the Axcel portfolio. These two companies are CRM
customers in SuperOffice Denmark A/S. The customer agreement and prices are set on arm-length basis.
The transactions with ProTemp A/S and Moment A/S are 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
2022
2021
SuperOffice Holding I AS
246
252
SuperOffice Holding II AS
617
153
SuperOffice Holding III AS
127
63
Short term receivables on related parties at 31 December
990
468
45
INTERESTS, GOODS AND SERVICES DELIVERED TO/FROM RELATED PARTIES
CHARGED INTEREST ON RECEIVABLES
2022
2021
SuperOffice Holding I AS
8
-
SuperOffice Holding II AS
20
-
SuperOffice Holding III AS
2
2
Total interest charged to related parties
29
2
MANAGEMENT FEE
2022
2021
SuperOffice Holding I AS
10
10
SuperOffice Holding II AS
50
50
SuperOffice Holding III AS
100
50
Total Management fee charged to related parties
160
110
SALE OF GOODS AND SERVICES
2022
2021
ProTemp A/S and Moment AS (Part of Edda Group)
389
212
Sale of goods and services to related parties
389
212
46
SuperOffice Group - IFRS
NOTE 12 – ACCOUNTING TREATMENT OF TAX
All figures in TNOK
INCOME TAX EXPENSE 2022 2021
Current tax on profits for the year: 1 472 (4 253)
Adjustment in respect of prior years - -
Total current tax 1 472 (4 253)
Change in deferred tax 7 108 6 770
Total deferred tax 7 108 6 770
Income tax expense 8 580 2 517
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 2022 2021
Profit before income tax (44 694) (34 241)
Estimated income tax at nominal rate (22 %) (9 833) (7 533)
Tax effects of:
Non-deductible costs/income not subject to tax 18 088 9 998
Adjustments from previous years (25) (8)
Other 349 60
Tax charge 8 580 2 517
Effective tax rate -19,2 % -7,4 %
47
All figures in TNOK
DEFERRED TAXES
2022
2021
Deferred tax assets:
Deferred tax assets to be recovered after more than 12 months
8 872
15 185
Deferred tax asset to be recovered within 12 months
-
-
Total deferred tax asset
8 872
15 185
Deferred tax liabilities:
Deferred tax liabilities to be recovered after more than 12 months
111 574
124 994
Deferred tax liabilities to be recovered within 12 months
20 834
20 834
Total deferred tax liability
132 408
145 828
Net deferred tax
(123 537)
(130 644)
The gross movement on the deferred income tax account is as follows:
2022
2021
Net deferred tax at 1 January
(130 644)
(137 363)
Income statement charge
7 649
6 769
Exchange rate fluctuations
(541)
(50)
Net deferred tax
(123 537)
(130 644)
48
DEFERRED TAX LIABILITIES
Operating
Intangible
Gain/Loss
Tax
Equipment
Assets
Account
Receivables
Losses
Other
Total
At 1 January 2021
2 547
138 868
41
222
-
12 104
153 783
Charged/(credited) to the income
statement
(440)
(11 971)
(8)
(88)
-
4 913
(7 594)
Exchange differences
-
-
-
-
-
(360)
(360)
At 1 January 2022
2 107
126 897
33
134
-
16 658
145 830
Charged/(credited) to the income
statement
(423)
(12 809)
(7)
(53)
-
(619)
(13 910)
Exchange differences
-
479
2
7
-
-
489
At 31 December 2022
1 685
114 568
28
89
-
16 039
132 408
DEFERRED TAX ASSETS
Operating
Intangible
Gain/Loss
Tax
Equipment
Assets
Account
Receivables
Losses
Other
Total
At 1 January 2021
75
-
-
-
16 226
119
16 420
Charged/(credited) to the income
statement
(14)
-
-
-
(838)
28
(824)
Exchange differences
-
-
-
-
(419)
7
(411)
At 1 January 2022
61
-
-
-
14 969
154
15 185
Charged/(credited) to the income
statement
2
-
-
-
(6 287)
24
(6 260)
Exchange differences
-
-
-
-
(41)
(12)
(53)
At 31 December 2022
63
-
-
-
8 641
167
8 872
The tax losses carried forward are mainly related to SuperOffice GmbH and SuperOffice Group AS. SuperOffice GmbH has losses carried forward of
TNOK 2 484 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 6 137. SuperOffice Group AS was established in 2020 and had costs related to the acquisitions and financing resulting in 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.
49
SuperOffice Group - IFRS
NOTE 13 – ACCOUNTS RECEIVABLE AND OTHER CURRENT AND NON-CURRENT ASSETS
All figures in
TNOK
ACCOUNTS RECEIVABLE
2022
2021
Accounts receivables
68 548
49 977
Accounts receivables at 31 December
68 548
49 977
Provisions for bad debt at the beginning of the period
(563)
(945)
Provision for bad debt during the period
(698)
(466)
Reversed provisions for bad debt during the period
435
847
Total provisions at 31 December
(826)
(563)
Net accounts receivables at 31 December
67 722
49 414
Losses for bad debt are classified as operating expenses in the income statement. In 2022 TNOK 886 (TNOK
531 in 2021) has been charged to the income statement as bad debt expenses.
Impairment of accounts receivables are assessed on an individual basis. As of 31 December 2022, trade
receivables amounting to TNOK 29 511 including impaired receivables 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 2022 trade receivables of TNOK 826 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:
Date
Not due
1 - 30
days
31-60
days
61-90
days
> 91
days
Total
31 December 2022
39 038
23 175
4 205
413
891
67 722
31 December 2021
35 479
11 084
1 900
918
32
49 414
OTHER CURRENT ASSETS
Note
2022
2021
Prepaid expenses
16 955
9 460
Fair value - interest swap
10, 21
16 613
8 537
Prepaid contract cost
2
8 706
12 015
Accrued revenue/(deferred revenue)
(200)
63
Other short term receivables
100
67
Total other current assets
42 174
30 142
50
OTHER NON-CURRENT ASSETS
2022
2021
Deposits
1 225
533
Other long term receivables
335
318
Total other non-current assets
1 561
851
SuperOffice Group - IFRS
NOTE 14 – CASH GENERATED FROM OPERATIONS
All figures in TNOK
Note
2022
2021
Profit before income tax
(44 694)
(34 241)
Adjustments for:
Depreciations and amortisation
6, 8, 9
96 290
95 403
Finance costs
10
54 708
58 277
Change in retirement benefit obligations
18
32
(1)
Fair value gains on derivative financial instruments
10,13
(8 075)
(6 343)
Foreign exchange losses/(gains) on operating activities
(228)
(859)
Changes in working capital (excluding the effects of
exchange differences on consolidation):
Trade and other receivables
13
(18 308)
(9 755)
Trade and other payables
19
(1 731)
(5 218)
Change in inter-company items
19
(341)
(495)
Movement in other liabilities
19
56 754
50 364
Cash generated from operations
134 406
147 132
51
SuperOffice Group - IFRS
NOTE 15 – LIST OF SUBSIDIARIES
The following subsidiaries are included in the consolidated financial statements:
In January 2023 the Group initiated the process of closing down SuperOffice Software Ltd which has been
the Groups’ smallest sales entity with four employees. Going forward the customers of SuperOffice Software
Ltd will be handled by other group companies.
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
Bond loan - investment
(81 250)
3M Nibor + 6,5 %
Quarterly
5 Nov 2025
Danske Bank, revolving credit facility
IBOR + 3-3,75 %
Quarterly
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.
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 %
52
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 2022
amortised cost of TNOK 56 667 were charged to the Income Statement (TNOK 53 330 in 2021). The Group
has paid interest of TNOK 52 662 to the bond holders in 2022 (TNOK 48 829 in 2021). The Group has received
interest payments of TNOK 4 575 in 2022 on the interest swaps securing the interest rate on 2/3 of the bond
loan. In 2021 the Group made payments of TNOK 1 732 on the interest swaps.
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 2022.
There are no financial covenants in the bond agreement.
Bond loan – investment in the SuperOffice Group bond
In 2022 the Group had excess liquidity and in the period from March to September 2022 the Group has done
several investments in the bond loan. The Group has invested a total of TNOK 81 250 of the nominal value
of the bond loan at a total price of TNOK 83 411, the average price was 102,66 %.
The loan and the investment is presented as net borrowings in the balance sheet. The nominal value of the
bond loan remains at TNOK 700 000 and the investment share of the bond may be sold again if the Group
wishes to do so.
The Group has acquired additional TNOK 30 500 of the bond after year-end 2022.
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 970 of the revolving facility for guarantees on the office locations in
Switzerland and Germany.
53
The unused revolving credit facility was TNOK 89 030 on 31 December 2022. SuperOffice Group AS has
charged commitment fees of TNOK 750 related to the revolving credit facility to the financial expenses in
2022.
Reconciliation of borrowings at face value and amortised cost in the balance sheet:
All figures in TNOK
Borrowings Bond loan
Balance at 1 January 2022
698 769
Cash changes:
Payments of fees on loans
(978)
Interest payments to the lender
(52 662)
Investment in bond loan at face value
(81 250)
Investment in bond loan - overvalue amount
(2 161)
Non-cash changes
Amortised cost
56 667
Loss on investment in bond loan
2 914
Total borrowings at 31 December 2022
621 300
All figures in TNOK
Borrowings Bond loan
Balance at 1 January 2021
695 604
Cash changes:
Payments of fees on loans
(1 336)
Interest payments to the lender
(48 829)
Non-cash changes
Amortised cost
53 330
Total borrowings at 31 December 2021
698 769
54
Lease liabilities
The SuperOffice Group had a lease liability of TNOK 141 721 on 31 December 2022. 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.
SuperOffice Group - IFRS
NOTE 17 – SHARE CAPITAL, SHAREHOLDERS AND DIVIDENDS
As at 31 December 2022 SuperOffice Group AS has a share capital of NOK 90 000 distributed on 30 shares,
each with a nominal value of NOK 3 000. All shares are held by SuperOffice Holding I AS.
SuperOffice Group AS has not paid any dividend to SuperOffice Holding I AS in 2021 or 2022. The company
will not propose to the General Assembly to pay a dividend in 2023.
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 pension
plans have been classified as defined contribution plans.
In accordance with IAS 19 the Group has a defined benefit plan for 12 (11 in 2021) 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 342 in the balance sheet on 31 December 2022.
Pension plans in the other countries are classified as 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 2022 a total of 199 (198 in 2021) employees
were included in a defined contribution-based pension plan.
All figures in TNOK
LEASE LIABILITIES 2022 2021
Lease liabilities at 1 January 128 559 143 786
Non-cash changes:
Initial recognintion of new lease liabilities 5 917 4 190
Lease modifications 25 777 1 293
Accrued interest 5 141 5 071
Foreign currency exchange translation effect 1 019 (1 511)
Cash changes:
Payment of pricipal portion of lease liability (19 551) (19 199)
Payment of interest on lease liability (5 141) (5 071)
Total lease liabilities at 31 December 141 721 128 559
55
All figures in TNOK
2022
2021
BALANCE SHEET OBLIGATION
Defined benefit plan
342
309
Total balance sheet obligation
342
309
INCOME STATEMENT CHARGE:
2022
2021
Pension cost defined contribution plans
15 908
14 074
Pension cost defined benefit plans
3 226
3 201
Total income statement charge
19 134
17 275
SuperOffice Group - IFRS
NOTE 19 – TRADE PAYABLES, PREPAYMENTS FROM CUSTOMERS AND OTHER CURRENT
LIABILITIES
All figures in TNOK
TRADE PAYABLES
2022
2021
Accounts payable
16 777
18 508
Total trade payables
16 777
18 508
PREPAYMENTS FROM CUSTOMERS
2022
2021
Prepayment from customers - maintenance
1 397
1 215
Prepayment from customers - subscriptions
240 864
188 839
Prepayment from customers - other
550
401
Total prepayments from customers
242 811
190 455
OTHER CURRENT LIABILITIES
2022
2021
Accrued expenses
9 334
5 309
Accrued salaries
28 326
32 653
Accrued vacation pay
19 173
16 240
Other current liabilities
528
78
Total other current liabilities
57 361
55 581
56
SuperOffice Group - IFRS
NOTE 20 - REMUNERATION AND FEES TO DIRECTORS, EXECUTIVES AND AUDITORS
REMUNERATION TO
EXCECUTIVES
All figures in TNOK
2022
Salary
Variable
pay
Benefits
in kind
Pension
cost
Total
remuneration
Employee
tax
Gisle Jentoft, Chief Executive
Officer
3 197
934
236
122
4 489
633
Guttorm Nielsen, Chief Product
Officer
2 810
803
248
122
3 982
562
Ole Erlend Vormeland, Chief
Finance Officer
2 099
803
300
122
3 324
469
Charlotte Adelgaard, Chief
Revenue Officer
2 706
1 475
96
453
4 729
1 277
Total
10 811
4 015
880
819
16 525
2 940
2021
Salary
Variable
pay
Benefits
in kind
Pension
cost
Total
remuneration
Employee
tax
Gisle Jentoft, Chief Executive
Officer
3 155
575
290
116
4 136
583
Guttorm Nielsen, Chief Product
Officer
2 795
575
192
116
3 677
519
Ole Erlend Vormeland, Chief
Finance Officer
2 098
575
301
116
3 091
436
Charlotte Adelgaard, Chief
Revenue Officer
1 303
596
1
272
2 171
651
Jennifer Lim Lund, Chief Marketing
Officer
1 055
62
5
100
1 222
172
Total
10 405
2 382
789
721
14 297
2 361
The executive management group consists of Chief Executive Officer, Chief Product Officer, Chief Financial
Officer and Chief Revenue Officer. Chief Revenue Officer Charlotte Adelgaard started working for SuperOffice
in August 2021 and Jennifer Lim Lund, Chief Marketing Officer, left the company in July 2021 and their
remunerations for 2021 are not for a full year. The Chief Revenue Officer replaced the Chief Marketing Officer
in the executive management group.
The SuperOffice Group has for the annual report for 2022 changed from reporting paid amounts in the period
to earned amounts in the period. This creates a higher degree of comparability between the remuneration and
the amounts recognised in the financial statements and the results achieved in the reporting period. The
figures for 2021 have been changed to reflect the change of reporting principle. The difference between paid
and earned in the period is mainly related to the variable pay.
At the end of 2022 the SuperOffice Group had no outstanding share-based option schemes.
Chief Executive Officer, Gisle Jentoft has a severance pay of the equivalent of 12 months’ salary and variable
salary in his contract. There are no loans or guarantees to the management group or other related parties.
57
BOARD OF DIRECTORS RENUMERATION
All figures in TNOK
2022
Board
remuneration
Employee
tax
Klaus Holse, Chairman
550
78
Endre Rangnes, Board Member
275
39
Eilert Giertsen Hanoa, Board Member
275
39
Total
1100
155
2021
Board
remuneration
Employee
tax
Klaus Holse, Chairman
550
78
Endre Rangnes, Board Member
275
39
Eilert Giertsen Hanoa, Board Member
275
39
Total
1100
155
The board members not included in the tables above did not receive any remuneration from the Group in
2021 or 2022.
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 on 31 December 2022.
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
58
All figures in TNOK
REMUNERATION TO THE AUDITORS
2022
2021
Statutory audit
1 477
1 447
Other assurance services
25
651
Other non-assurance services
290
391
Tax consultant services
184
420
Total
1 977
2 909
All figures are excluding VAT.
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.
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 Group 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, sales, 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. Chief Revenue Officer Charlotte Adelgaard is a Swedish citizen and
employed by SuperOffice Sweden AB and she is on the same pension scheme as the employees in
SuperOffice Sweden AB. 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.
59
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.
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 through 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 the variable rate was linked
to 3 months NIBOR. The nominal value of the bond loan is TNOK 700 000, but the Group has during 2022
acquired TNOK 81 300 of the bond. This has further reduced the Group’s exposure to changes in the interest
rate.
The interest rate swaps are recognised at fair value in the balance sheet (note 13). 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
have increased through 2022 following the increase in the NIBOR 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 change in interest rates on the portion of
financial liabilities affected after the impact of the interest rate swaps.
All figures in TNOK
Increase in basis
points
Effect on profit
before tax
Effect on pre-tax
equity
2022
1 %
(1 812)
(1 812)
2022
2 %
(3 625)
(3 625)
2021
1 %
(2 342)
(2 342)
2021
2 %
(4 684)
(4 684)
Foreign currency risk
The Group’s operations are international in nature and 60,2 % (61,4 % in 2021) 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.
60
At 31 December 2022 the Group had accounts receivables of TNOK 43 797 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 4 380 on accounts receivable and TNOK 3 480 on the cash and cash equivalents. The calculation
is based on equal adjustments in all currencies. The Group has not employed any financial instruments in
order to secure the exchange rate risk in 2022 or 2021.
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 and
the development team in Lithuania are in EUR and reduces the exchange rate risk as it limits the need for
conversion of EUR from the sales entities operating in EUR.
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.
All figures in TNOK
Adjustment in
exchange rate
Effect on total
revenue
Effect on EBITDA
2022
+10%
(38 011)
(13 412)
2022
-10%
38 460
12 760
2021
+10%
(34 588)
(12 000)
2021
-10%
34 588
12 000
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.
61
The table below sets out the maturity profile of the Group’s financial liabilities on contractual undiscounted
payments:
All figures in TNOK
Financial liabilities at 31 December 2022
Less than
one year
1-5 years
More than 5
years
Total
Bond loan
-
700 000
-
700 000
Investment in SuperOffice Group bond loan
-
(81 250)
-
(81 250)
Bond loan - net amount
-
618 750
-
618 750
Interest on bond loan
49 648
118 332
-
167 980
Accounts payables
16 777
-
-
16 777
Lease obligations
23 081
63 618
86 847
173 546
Total
89 506
800 700
86 847
977 053
Financial liabilities at 31 December 2021
Less than
one year
1-5 years
More than 5
years
Total
Bond loan
-
700 000
-
700 000
Interest on bond loan
51 502
154 919
-
206 421
Accounts payables
18 508
-
-
16 777
Lease obligations
21 006
52 224
87 166
160 397
Total
91 016
907 144
87 166
1 083 595
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. 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 subscription 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.
On 31 December 2022 the Group had 11 customers that owed more than TNOK 1 000 each and amounted
to approximately 27 % of the outstanding receivables. There were 12 customers with balances between
TNOK 500 and TNOK 1000 which amounted to 12 % of the accounts receivable. The remaining 61 % of the
accounts receivable were divided between 1 339 customers. The customers with balances over TNOK 1 000
are split between geographical markets and industries.
SuperOffice has focused on keeping up good routines for collection of receivables and have historically had
low losses on bad debt.
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 reflect 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
62
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.
All figures in TNOK
Days past due
Accounts receivables 2022
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
39 038
23 175
4 205
413
891
67 722
Expected credit loss
390
232
315
83
267
1 287
Days past due
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
FINANCIAL INSTRUMENTS BY CATEGORY
All figures in TNOK
Assets as per balance sheet 31 December 2022
Loans and
receivables at
amortised cost
Assets at fair
value through
profit and loss
Total
Derivative financial instruments*)
-
16 613
16 613
Other non-current assets
1 561
-
1 561
Accounts receivables
67 722
-
67 722
Receivables on group companies
990
-
990
Total
70 273
16 613
86 886
*) Included in Other current assets
63
Liabilities as per balance sheet 31 December
2022
Other financial
liabilities at
amortised cost
Liabilities at fair
value through
profit and loss
Total
Trade payable
16 777
-
16 777
Lease obligation
141 722
-
141 722
Borrowings
621 300
-
621 300
Total
779 799
-
779 799
All figures in TNOK
Assets as per balance sheet 31 December
2021
Loans and
receivables at
amortised cost
Assets at fair
value through
profit and loss
Total
Derivative financial 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
*) Included in Other current assets
Liabilities as per balance sheet 31 December
2021
Other financial
liabilities at
amortised cost
Liabilities at fair
value through
profit and loss
Total
Trade payable
18 508
-
18 508
Lease obligation
128 560
-
128 560
Borrowings
698 769
-
698 769
Total
845 836
-
845 836
The fair value of Borrowings on 31 December was TNOK 628 298 (TNOK 707 927 in 2021), the accrued
interest has been calculated with an interest rate of 9,92 % (7,28 % in 2021).
The 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.
64
The carrying amounts of the Group’s accounts receivables and payables are denominated in the following
currencies:
ACCOUNTS PAYABLE
2022
2021
NOK
12 297
14 953
EUR
695
74
SEK
2 622
2 180
DKK
153
181
GBP
112
49
CHF
539
1 071
USD
359
-
Total accounts payable
16 777
18 508
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 – RESTRICTED CASH
All figures in
TNOK
CASH AND CASH EQUIVALENTS
2022
2021
Restricted cash and cash equivalents
5 277
-
Free cash and cash equivalents
38 9 90
90 725
Total cash and cash equivalents
44 2 67
90 725
The Group had restricted cash and cash equivalents related to the withholding taxes from employees in the
Norwegian entities at 31 December 2022. At the end of 2021 the Group had guaranties in place instead of
the restricted bank accounts.
ACCOUNTS RECEIVABLE
2022 2021
NOK 23 925 16 050
EUR 23 970 14 335
SEK 12 196 11 848
DKK 4 082 4 814
GBP 691 711
CHF 2 858 1 656
Total accounts receiveable 67 722 49 414
65
SuperOffice Group - IFRS
NOTE 23 – BUSINESS COMBINATIONS
From the acquisition of the shares in SuperOffice AS in 2020 SuperOffice Group AS had a provision for a
potential earn-out to be paid for year 2021. However, at the end of 2021 it was clear that there would be no
earn-out for 2021. The provision of TNOK 19 943 was reversed as a change in earn-out liability and an
interest cost of TNOK 2 438 was charged to the financial expenses.
SuperOffice Group - IFRS
NOTE 24 – SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
The Group has initiated the process of closing SuperOffice Software Ltd in the UK. The company has been
the smallest sales entity of the Group with four employees. The customers of SuperOffice Software Ltd will
going forward be handled by other Group companies.
66
FINANCIALS – SUPEROFFICE GROUP AS NGAAP
SuperOffice Group AS
Income statement
All figures in TNOK
Note
2022
2021
OPERATING EXPENSES
Payroll and related expenses
2
1 255
1 255
Change in earn-out liability
3
-
(46 325)
Other operating expenses
3
722
1 842
Total operating expenses
1 977
(43 227)
Operating profit
(1 977)
43 227
FINANCIAL ITEMS
Finance income
55 033
56 433
Finance expense
(57 629)
(59 377)
Net financial items
4
(2 597)
(2 944)
Profit before income tax
(4 573)
40 283
Income tax expense
5
219
618
Profit for the year
(4 792)
39 666
67
SuperOffice Group AS - NGAAP
Balance sheet - assets
All figures in TNOK
Note
2022
2021
ASSETS
Non-current assets
Deferred tax asset
5
4 553
4 772
Investments in subsidiaries
6
1 085 836
1 085 836
Total non-current assets
1 090 389
1 090 608
Current assets
Receivables on group companies
7
47 548
54 623
Other currents assets
8
18 614
8 654
Total other current assets
66 161
63 277
Cash and cash equivalents
9
455
348
Total current assets
66 617
63 625
TOTAL ASSETS
1 157 006
1 154 232
68
SuperOffice Group AS – NGAAP
Balance sheet – equity and liabilities
All figures in TNOK
Note
2022
2021
EQUITY
Paid-in capital
Share capital
10
90
90
Share premium reserve
622 589
622 589
Total paid-in capital
622 679
622 679
Retained earnings
Other equity
(172 696)
(167 905)
Total retained earnings
(172 696)
(167 905)
Total equity
11
449 983
454 775
LIABILITIES
Other long term liabilities
Borrowings
12
621 300
698 769
Total other long term liabilities
621 300
698 769
Current liabilities
Payable to group companies
7
84 680
-
Trade creditors
107
90
Public duties payable
518
155
Other current liabilities
13
419
444
Total current liabilities
85 724
689
Total liabilities
707 023
699 457
TOTAL EQUITY AND LIABILITIES
1 157 006
1 154 232
Oslo, 19 April 2023
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
69
SuperOffice Group AS – NGAAP
Cash flow statement
All figures in TNOK
Note
2022
2021
CASH FLOW FROM OPERATIONS:
Profit/(loss) before taxation
(4 573)
40 283
Items classified as investment or financing activities
4, 12
4 184
52 424
Change in trade payables
17
(2 929)
Changes in other current assets and other liabilities
(1 243)
(95 942)
Net cash flow from operations
(1 615)
(6 164)
CASH FLOW FROM INVESTMENT ACTIVITIES:
Net cash flow from investment activities
-
-
CASH FLOW FROM FINANCING ACTIVITIES:
Outflow due to downpayment of non-current liabilities
12
(81 250)
-
Outflow due to earn-out liability
3
-
(42 386)
Paid interests
5
(55 338)
(51 234)
Net change in equity
11
-
42 400
Inflow due to intercompany loans
7
91 533
56 346
Group contribution from SuperOffice AS
7
46 780
-
Net cash flow from financing activities
1 725
5 125
Exchange gain/loss on cash
(3)
(6)
Net change in bank deposits, cash and equivalents
107
(1 044)
Bank deposits, cash and equivalents at 1 January
348
1 392
Bank deposits, cash and equivalents at 31 December
455
348
70
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.
71
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 is 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 AND RELATED EXPENSES 2022 2021
Remuneation to the Board of Directors 1 100 1 100
Payroll tax 155 155
Total 1 255 1 255
72
SuperOffice Group AS - NGAAP
NOTE 3 – OPERATING EXPENSES, AUDIT FEES AND CHANGE IN EARN-OUT LIABILITY
All figures in TNOK
AUDIT FEES AND OTHER OPERATING EXPENSES
2022
2021
Statutory audit
314
470
Auditor - other assurance services
-
15
Auditor - other non-assurance services
156
276
Auditor - tax consultancy services
46
59
Total audit fees
516
820
Legal fees
34
85
Consultancy fees
362
808
Operating expenses
(190)
129
Total consultancy and operating expenses
206
1 022
Total other operating expenses
722
1 842
The listing of the bond loan at Oslo Stock Exchange in 2021 generated additional fees to auditors and
consultants.
All figures in TNOK
CHANGE IN EARN-OUT LIABILITY
2022
2021
Change in earn-out liability
-
(46 325)
Total
-
(46 325)
The change in earn-out liability from 2021 was related to the acquisition of the shares in SuperOffice AS in
May 2020. If the SuperOffice Group achieved at least 95 % of the budgeted revenues for 2020 and 2021, the
buyer should pay an earn-out for each of the years. At the end of 2020 the present value of the estimated
earn-out was TNOK 43 887. At the end of 2021 no earn-out for the period was payable and the company
reversed the provisions of TNOK 46 325 under operating expenses and charged a cost of TNOK 2 438 as
interest expense.
73
SuperOffice Group AS - NGAAP
NOTE 4 – FINANCIAL ITEMS
All figures in TNOK
FINANCIAL INCOME
Note
2022
2021
Group contribution from SuperOffice AS
7
46 558
46 780
Interest income from group companies
365
822
Other interest income
30
1
Foreign exchange gain
4
49
Increase in value of financial instruments
8
8 075
8 781
Other financial income
-
1
Total financial income
55 033
56 433
FINANCIAL EXPENSE
Note
2022
2021
Interest paid to group companies
7
1 924
-
Interest expenses and fees on credit facility
752
1 463
Interest expense bond loan
12
51 860
53 330
Interest expense earn-out liability
3
-
2 438
Foreign exchange losses
7
22
Other financial expenses
3 087
2 124
Total financial expenses
57 629
59 377
NET FINANCIAL ITEMS
(2 597)
(2 944)
SuperOffice Group AS – NGAAP
NOTE 5 – TAX
Figures in TNOK
2022 2021
Tax payable - -
Deferred tax assets 4 553 4 772
THIS YEAR INCOME TAX CONSISTS OF 2022 2021
Changes in deferred tax 162 618
Total tax cost/income 162 618
74
SuperOffice Group AS - NGAAP
NOTE 6 – 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.
CALCULATION OF THIS YEARS TAX BASIS: 2022 2021
Net profit/loss before tax expense (4 574) 40 283
Permanent differences 5 312 (37 476)
Tax basis for the year 738 2 807
Changes in temporary differences 5 524 616
Changes in losses carried forwards (6 263) (3 423)
Tax basis for the year - -
SPECIFCATION OF NON-DEDUCTIBLE EXPENSES/NON-TAXABLE INCOME
Losses carried forward 6 263 3 423
Amortisation of loan expenses (5 524) (616)
Total 738 2 807
Deferred tax liability (asset) 162 618
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:
2022 2021
Profit before tax (4 574) 40 283
22 % tax of net profit before tax (1 006) 8 862
Permanent differences (22 %)* 1 169 (8 245)
Calculated tax expense 162 618
Effective tax rate -4 % 2 %
EXPANATION OF WHY THIS YEAR'S TAX EXPENSE IS NOT 22 %
OF NET PROFIT/(LOSS) BEFOR TAX:
Figures in TNOK
SuperOffice AS
Year of acquisition 2020
Business Location Oslo
Ownership percentage 100 %
Share Capital 31.12.2022 13 673
Profit 2022 46 067
Book value 31.12.22 1 085 836
75
The company has an ownership interest in the following subsidiaries (directly or indirectly):
At the start of 2023 the Company has initiated the process of closing down the SuperOffice Software Ltd.
The customers in the UK will be handled by other group companies going forward.
The Company is in the process of doing a merger between SuperOffice Sweden AB and SuperOffice Business
Solutions AB. The process will be finalized in 2023.
SuperOffice Group AS - NGAAP
NOTE 7 – 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, SuperOffice Holding III AS and SO ESPSco 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 2022. Axcel has not
provided any services to SuperOffice Group in 2021 or 2022.
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 %
76
SuperOffice AS has charged SuperOffice Group AS TNOK 250 per year for accounting and administrative
services in 2022 and 2021. This in included in other operating expenses in the income statement.
All figures in TNOK
INTERCOMPANY BALANCES WITH RELATED PARTIES
2022
Payables Paid Interest
SuperOffice AS 84 680 1 924
Total 84 680 1 924
2022
Short Term
Receivables
Charged
Interest
SuperOffice AS, group contribution 46 558 336
SuperOffice Holding I AS 246 8
SuperOffice Holding II AS 617 20
SuperOffice Holding III AS 127 2
Total 47 548 365
2021
Short Term
Receivables
Charged
Interest
SuperOffice AS 53 974 822
SuperOffice Holding I AS 252 -
SuperOffice Holding II AS 333 -
SuperOffice Holding III AS 63 -
Total 54 623 822
SERVICES PROVIDED FROM GROUP COMPANIES
2022 2021
SuperOffice AS 250 250
77
SuperOffice Group AS - NGAAP
NOTE 8 – OTHER CURRENT ASSETS
SuperOffice Group AS - NGAAP
NOTE 9 – CASH AND CASH EQUVALENTS
The restricted cash in the balance sheet is related to withholding tax on paid fees to the Board of Directors.
SuperOffice Group AS - NGAAP
NOTE 10 – SHARE CAPITAL AND SHAREHOLDERS
All figures in TNOK
OTHER CURRENT ASSETS Note 2022 2021
5 16 612 8 537
Other current assets 120 117
Accrued interest 1 882 -
Total 18 614 8 654
Fair value of financial instruments
All figures in TNOK
CASH AND CASH EQUIVALENTS 2022 2021
Free cash and cash equivalents 91 348
Restricted cash and cash equivalents 364 -
Total cash and cash eqvivalents 455 348
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 31.12.22.
There has been no changes in the shares or ownership of the company in 2022.
Shareholders
Number of
shares
Share of
ownership
SuperOffice Holding I AS 30 100 %
Total Number of Shares 30 100 %
78
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 NIBOT +6,5 % margin per annum on the bond loan. In 2022
amortised cost of TNPK 56 667 were charged to the Income Statement (TNOK 53 330 in 2021). The Group
has paid interest of TNOK 52 662 to the bond holders in 2022 (TNOK 48 829 in 2021). The Group has received
All figures in TNOK
Share Share premium
Other Total
2022
capital reserve
equity
90 622 589 (167 905) 454 775
- - (4 792) (4 792)
90 622 589 (172 697) 449 983
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
- - 39 666 39 666
90 622 589 (167 905) 454 775
Equity as of 01.01.2022
Net profit/loss for the year
Equity as of 31.12 2022
Equity as of 31.12.2021
Equity as of 01.01.2021
Net profit/loss for the year
Facility
Original
amount
Interest
Interest payment
frequency
Maturity date
Bond loan 700 000
3M Nibor + 6,5 % Quarterly 5 Nov 2025
Bond loan - investment
(81 250) 3M Nibor + 6,5 % Quarterly 5 Nov 2025
Danske Bank, revolving credit facility
IBOR + 3-3,75 % Quarterly 5 Nov 2025
79
interest payments of TNOK 4 575 in 2022 on the interest swaps securing the interest rate on 2/3 of the bond
loan. In 2021 the Group made payments of TNOK 1 732 on the interest swaps.
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 have 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 on 31 December 2021.
There are no financial covenants in the bond agreement.
Bond loan – investment in the SuperOffice Group bond
In 2022 the Group had excess liquidity and in the period from March to September 2022 the Company has
made several investments in the bond loan. The Company has invested a total of TNOK 81 250 of the nominal
value of the bond loan at a total price of TNOK 83 411, the average price was 102,66 %.
The loan and the investment in presented as net borrowings in the balance sheet. The nominal value of the
bond loan remains at TNOK 700 000 and the investment share of the bond may be sold again if the Company
wishes to do so.
The Company has invested additional TNOK 30 500 of the bond after year-end 2022.
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 2022 the Group has used TNOK 970 of the revolving facility for guarantees on office locations in
Switzerland and Germany. The unused revolving credit facility was TNOK 89 030 on 31 December 2022.
SuperOffice Group AS has charged commitment fees of TNOK 750 related to the revolving credit facility to
the financial expenses in 2022.
80
Reconciliation of borrowings at face value and amortised cost in the balance sheet:
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 970 of the revolving facility for guarantees of office locations in
Switzerland and Germany.
The unused revolving credit facility was TNOK 89 030 on 31 December 2022. SuperOffice Group AS has
charged fees of TNOK 750 related to the revolving credit facility to the financial expenses in 2022.
All figures in TNOK
Borrowings Bond loan
Balance at 1 January 2022
698 769
Cash changes:
Payments of fees on loans
(978)
Interest payments to the lender
(52 662)
Buy-back of bond loan at face value
(81 250)
Buy-back of bond loan - overvalue amount
(2 161)
Non-cash changes
Amortised cost
56 667
Loss on buy-back of loan
2 914
Total borrowings at 31 December 2022
621 300
All figures in TNOK
Borrowings Bond loan
Balance at 1 January 2021
695 604
Cash changes:
Payments of fees on loans
(1 336)
Interest payments to the lender
(48 829)
Non-cash changes
Amortised cost
53 330
Total borrowings at 31 December 2021
698 769
81
SuperOffice Group AS - NGAAP
NOTE 13 – OTHER CURRENT LIABILITIES
SuperOffice Group AS - NGAAP
NOTE 14 - EVENTS AFTER THE BALANCE SHEET DATE
The company has initiated the process of closing SuperOffice Software Ltd in the UK. The company has been
the smallest sales entity of the Group with four employees. The customers of SuperOffice Software Ltd. will
going forward be handled by other Group companies.
All figures in TNOK
OTHER CURRENT LIABILITIES Note 2022 2021
Accrued expenses 419 444
Total 419 444
82
RESPONSIBILITY STATEMENT
We confirm that, to the best of our knowledge, the consolidated financial statements for the year ended 31
December 2022 have been prepared in accordance with IFRS as adopted by the EU, that the financial
statements for the parent company for the year ended 31 December 2022 have been prepared in accordance
with the Norwegian Accounting Act (NGAAP), that they give a true and fair view of the Company’s and Group’s
assets, liabilities and financial position and the results of operations, and that the Statement of the Board of
Directors gives a true and fair review of the development, performance and financial position of the Company
and the Group and includes a description of the principle risks and uncertainties they face.
Oslo, 19 April 2023
Klaus Holse Christian Bamberger Bro Björn Erik Larsson
Chairman Deputy Chairman Board Member
Eilert Hanoa Endre Rangnes
Board Member Board Member
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