1
Annual Report
2023
2
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 financial position ................................................................ 19
Consolidated statement of changes in equity ................................................................ 20
Consolidated statement of cash flows ........................................................................... 21
Notes to the consolidated accounts ............................................................................... 22
FINANCIALS – SUPEROFFICE GROUP AS (NGAAP) .............................................................. 60
Income statement .......................................................................................................... 60
Balance sheet - assets .................................................................................................... 61
Balance sheet – equity and liabilities ............................................................................ 62
Cash flow statement ...................................................................................................... 63
Notes ............................................................................................................................. 64
RESPONSIBILITY STATEMENT .................................................................................................. 75
AUDITORS REPORT .................................................................................................................... 76
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SUPEROFFICE EXECUTIVE MANAGEMENT
GISLE JENTOFT
CEO - Chief Executive Officer
G
isle Jentoft has been part of SuperOffice since 1992 and became CEO of SuperOffice in 2006.
As CEO, he is responsible for setting the company’s vision and strategy. Under his leadership
SuperOffice successfully expanded internationally entering into seven 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
G
uttorm 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 tremendous 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 central for SuperOffice to hold and secure the position 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
O
le 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 customers’ long-term
relationship with SuperOffice. Outside of work he is a strong fan of outdoor activities, especially
cross-country skiing and bicycling.
CHARLOTTE ADELGAARD
CRO – Chief Revenue Officer
Charlotte joined the management team of SuperOffice in 2021. She joined 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
K
laus 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 the University of
Copenhagen and a Graduate Diploma in Business Administration (HD) from Copenhagen Business
School.
CHRISTIAN BAMBERGER BRO
Deputy Chairman of the Board
C
hristian 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.
BJ
ÖRN ERIK LARSSON
Board member
B
jörn 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.
ENDRE RANGNES
Board member
E
ndre 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.
E
ILERT HANOA
Board member
E
ilert Hanoa is the CEO of Kahoot! Eilert Hanoa has long experience from the IT industry. He was
the founder and CEO of ERP software company Mamut (acquired by Visma in 2011) and Director
SMB ERP in Visma from 2011 to 2018. Eilert Hanoa has studied management and finance studies
at BI Norwegian Business School.
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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 and Lithuania. In 2023 the Group chose to close down the operations in the UK.
S
uperOffice Group AS was established in February 2020 and acquired all the shares in SuperOffice
AS on 8 May 2020. A holding structure consisting of SuperOffice Group AS, SuperOffice Holding I
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. The
SuperOffice Group has prepared its Group accounts in accordance with IFRS® Accounting
Standards as issued by the International Accounting Standards Board, 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.
I
NSURANCE 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.
T
he 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.
F
INANCIAL STATEMENTS - GROUP
Income statement
The Group has during 2023 continued developing and selling CRM software in the European
market. SuperOffice has delivered a year with growth in ARR (Annual Recurring Revenue),
revenues and operational profit in 2023.
I
nvestments in product development remains high on the agenda, and the investments are focused
on delivering improved and adding capabilities. The Group has focused on demand generating
activities and 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.
T
he growth in operating income was 18,3% from 2022 and ended at TNOK 659 750 in 2023 (TNOK
557 622 in 2022). 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-premises models. Most of the subscriptions and
maintenance revenues are paid in advance for a period of 12 months.
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The total license revenues in the period were TNOK 585 541 in 2023 and TNOK 493 406 in 2022,
which is a growth of 18,7% The Group continues its journey toward becoming a SaaS only CRM
provider and in the process of migrating the remaining on premises customers to the cloud. In 2023
76% of the license revenues came from Cloud subscriptions, this is an increase from 69% in 2022.
R
evenues generated from consulting services in the period were TNOK 65 494 and TNOK 58 141
in 2022, corresponding to a growth of 12,6%.
T
otal operating expenses in the period amounted to TNOK 479 617 in 2023 and TNOK 451 319 in
2022. Purchase of materials and services increased from TNOK 70 643 in 2022 to TNOK 86 351
in 2023. The increase is mainly related to kick-back to sales partners and increased hosting cost
of the cloud platform driven by growing cloud operations.
P
ayroll and related expenses ended at TNOK 302 500 in 2023, a reduction from TNOK 305 981 in
2022. In the first half of 2023 it was decided that the UK market would be services from the
Norwegian office and as a result the UK office was closed down. SuperOffice Business Solutions
AB and SuperOffice Sweden AB were merged in May. The Group has during 2023 recognised
TNOK15 300 in restructuring costs related to streamlining the go to market teams and focusing the
resources on the prioritized markets.
D
epreciation and amortisation amounted to TNOK 107 570 in 2023 and TNOK 96 290 in 2022 and
are mainly related to the intangible assets recognised at the acquisitions of SuperOffice and
SuperOffice InfoBridge B.V. in 2020. The increase from 2022 is related to amortisation of new
development projects and the investments in new office locations and leases.
T
he Group’s operating profit operating profit before depreciations and amortisation were TNOK 180
133 in 2023 (TNOK 106 303 in 2022). The margin on operating profit before depreciations and
amortisation was 27,3% in 2023 (19,1% in 2022). The development of the NOK exchange rates
affects both revenues and cost as more than 60% of the total revenues are generated outside of
Norway and 60% of the employees have their compensation in other currencies than NOK. The
development of the NOK exchange rates had a positive effect on the operating profit in the Group.
T
he Group had financial expenses of TNOK 76 068 in the period (TNOK 66 258 in 2022).
SuperOffice Group AS has a bond loan of TNOK 700 000 and interest of TNOK 64 354 was charged
to the income statement in 2023.The Group had financial income of TNOK 5 284 in 2023 and TNOK
11 550 in 2022.
D
evelopment
In 2023 the Group has continued the development of its software, and new features and technology
have been presented to the market. A total of TNOK 80 173 (TNOK 76 251 in 2022) 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, paragraph 10).
The
Group capitalised TNOK 21 181 in development in 2023 and TNOK 14 946 in 2022.
Cash Flow
In the period the positive cash flow from operating activities was TNOK 115 058 in 2023 (TNOK
73 223 in 2022). 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 implementation cost of
software for internal use amounted to TNOK -21 790 (TNOK -16 199 in 2022). Acquisition of
equipment amounted to TNOK -10 900 in 2023 (TNOK -4 050 in 2022). The Group moved into
three new office locations in 2023 and had higher investments in equipment compared to 2022.
Net cash flow used from investing activities were TNOK -30 049 in 2023 and TNOK -19 813 in
2022.
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The net cash used in financing activities were TNOK -64 559 in 2023 and TNOK -100 801 in 2022.
The Group re-purchased TNOK 43 266 of the SuperOffice Group bond loan in 2023 (TNOK 81 250
in 2022). Cash used for payment of principal portions of lease liabilities according to IFRS was
TNOK -21 293 in 2023 and TNOK -19 551 in 2022.
B
alance sheet – Group
The SuperOffice Group had total assets of TNOK 1 586 807 on 31 December 2023. Total current
assets are TNOK 211 362 in 2023 (TNOK 157 159 in 2022). The Board’s assessment is that the
underlying values in the Group are higher than the book values.
T
he equity ratio on 31 December 2023 was 19,6% (20,9% in 2022).
SuperOffice Group AS has a bond loan with a nominal value of TNOK 700 000 (TNOK 700 000 in
2022). The Company has re-purchased TNOK 123 000 in nominal value of the bond loan and
thereby reduced the net borrowings in the balance sheet.
T
he Group’s non-current leasing liabilities of TNOK 127 087 (TNOK 123 791 in 2022), are mainly
related to the lease of office locations and company cars. The Group had TNOK 127 883 (TNOK
132 407 in 2022) in deferred tax liabilities most of which are related to the intangible assets.
T
he Group had current liabilities of TNOK 438 110 at the end of 2023 (TNOK 370 104 in 2022).
The current liabilities include prepayments from customers of TNOK 301 530 (TNOK 242 811 in
2022).
F
INANCIAL STATEMENTS - PARENT COMPANY
SuperOffice Group AS has no operating activity and there are no operating revenues in the
Company in 2023 or 2022. The operating expenses of TNOK 2 419 in 2023 (TNOK 1 977 in 2022)
consists of audit and legal fees and the fees paid to 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 70 584. TNOK 51 739 of the financial expense was interest and
amortisation on the bond loan and TNOK 6 814 was interest paid to group companies. Reduction
in the fair value of financial instruments was TNOK 9 608 in 2023. Financial income amounted to
TNOK 51 984 of which TNOK 51 739 is a group contribution from SuperOffice AS.
Events after the balance sheet date
There h
ave not been any events after the balance sheet date which have an effect on the financial
statements for 2023.
A
llocation of the profit and dividend basis
The Group’s net loss for the period was TNOK 25 611. The Board will not propose a payment of
dividend for 2023 to the Annual General Meeting.
F
inancial market risks
The Group’s financial market risks relate to the fact that the Company operates internationally and
that 61,6% of its turnover was generated outside of Norway 2023. 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 operating income.
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 on 31 December 2023 represent 6,7% 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.
8
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 in advance for a period of 12 months.
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.
D
uring 2023 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 two forward
contracts securing the interest on 2/3 of the bond loan. One contract expires on the interest
payment date in February 2024 and the other expires on the interest payment date in May 2024
(note 21).
E
xcess liquidity from the operations have been used to re-purchase a total of TNOK 123 000 the
bond loan. This has effectively reduced the interest payments and the Groups total loan
commitment. The nominal value of the bond is still TNOK 700 000 and the face value of investment
in the bond of TNOK 123 000 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.
W
orking 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 2023 the absence due to
sickness was on average 2,6% and 3,1% 2022.
T
he 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
OU
TLOOK
The Board is positive about the Group´s growth prospects, driven by its strong and continuously
improving cloud CRM software offerings in combination with significant white space in our
addressable market, being medium-sized business-to-business oriented companies in Europe. The
target market is increasing demand for subscription-based (SaaS) CRM software and external
analysts expect a growth of 13-14% for CRM software in the markets where SuperOffice operates
in the coming years. SuperOffice aims to strengthen its position as a leading supplier of CRM
solutions in Europe.
Investments in product development remain high on our agenda, and the investments are focused
on bringing our customers improved and value-adding capabilities. The new version of our cloud-
based Customer Service software has been well received and strengthens the positioning of our
fully integrated CRM suite. In Q4/23 we launched an AI pilot program which is gaining good traction
among customers.
We continue our investments and are making good progress in our move to a Public Cloud platform.
As reported earlier, this move will result in exciting new business capabilities for our customers and
pave the ground for strengthening our competitive advantages. Finally, our significantly enhanced
Marketing offering is developing according to plan and will be launched during the second half of
2024.
The establishment of an R&D team in Vilnius, where we since 2014 have built up a well-functioning
customer experience and support organization, has developed well during the last year. Together
with our core development team in Oslo, the team provides a solid basis for bringing modern
technology and competitive offerings to the market.
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Our go to market growth strategy continues to be focused on our key markets in Scandinavia,
Germany, the Netherlands and Switzerland, with continued investments in our already strong
partner channel. We remain focused on driving organic growth, but we will continue to consider
targeted acquisitions that can expand our product offering, team and focus geographies. Our main
goal remains clear; to be a preferred CRM choice for our target markets and customers and
continue to be an attractive and sustainable company for our customers, partners, employees and
owners.
W
ith our strong cloud CRM offering and highly competent team, we are well positioned to capture
market position in the growing CRM space in Europe. From a financial point of view, our business
is strong, and our ambition is to continue to deliver improved growth in revenues and profit in the
coming years.
T
he Board stresses that, despite the positive outlook, there is uncertainty related to the assessment
of future conditions.
O
slo, 19 April 2024
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.
C
orporate Governance is an important integrated part of SuperOffice Group AS’s everyday
business.
T
he 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.
S
TATEMENT 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.
S
uperOffice 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.
S
uperOffice 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.
T
HE 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.
E
QUITY AND GROUP CONTRIBUTION
Equity
Based on the Group’s objectives, strategy and risk profile, the Board considers the equity on
December 31, 2023, to be satisfactory.
G
roup contribution and dividend
SuperOffice Group AS has not paid any group contributions or dividends to the shareholder since
2020 when the company paid an extraordinary dividend of TNOK 191 500 to the parent company.
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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.
T
ransactions 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 notes 11 and 20.
F
REELY NEGOTIABLE
The shares in SuperOffice Group AS are freely negotiable, and the articles of association do not
impose any restrictions on transfer of shares.
G
ENERAL 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.
T
he 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.
P
articipation
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.
BO
ARD 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.
E
lections 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.
BO
ARD 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.
Mand
ate 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.
I
nternal 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.
S
uperOffice 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.
A
udit Committee
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.
I
nsurance
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.
T
he 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.
13
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.
I
NFORMATION 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.
T
AKE-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.
AUDI
TOR
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.
14
SUSTAINABILITY
S
UPEROFFICE SUSTAINABILITY STRATEGY
SuperOffice defined its first Sustainability Strategy in 2021, and 2022 was the first year the strategy
was 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
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. In 2023, the company signed up to- and got approved our Co2 reduction
target by the SBTi.
As we appointed a new Sustainability Committee in 2023, a key focus was 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
S
uperOffice 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. As our work progressed in 2024, we completed our second annual people survey. The
survey had a response rate of 96% and gave an eNPS of 38% (benchmark in the industry is 29%).
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.
S
uperOffice has a target of 40% gender diversity, and in 2023 our gender diversity was 30%. 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. 41% of all new hires in the group in 2023 was female. 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.
T
he 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 2023, the absence due to sickness in SuperOffice was 4.6 days per
FTE. At year-end 2023 the Group had six employees (2,5%) in temporary positions, this includes
full-time consultants and internships. The group had 16 people working part time, 4 of these were
men and 12 women, corresponding to 6.5% of the employees. The employees working part time
are doing it based on their own wishes and not because SuperOffice would not offer a full-time
position. In 2023, 158 weeks of maternity and paternity leave were taken by the Group’s employees.
The average maternity/paternity leave was 11,3 weeks.
Sustainable Operations
Sustainable Operations is all about how we operate our business and daily work. The main project
within this topic in 2023 was to implement a green car policy across all our offices and regions. The
policy was implemented in Q1, and we have since then seen an increase in electric cars from 26%
of all company cars to 40%. As a results of the successful implementation of our green car policy,
the group reduced its Scope 1 emissions by 20% from 153 tCo2e in 2022 to 124 tCo2e in 2023,
and we expect the trend to continue as we both get the full year effect from the mentioned changes,
and as more cars that are up for renewal are transitioned to electric. SuperOffice measure both
scope 1 and scope 2 emissions with activity-based data, while scope 3 is mainly estimated using
spend based approach. This is in line with the GHG principles.
15
For 2023 (2022) our scope 1 emissions were 124 (153) tCO2e, and scope 2 emissions 69 (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.
O
ur scope 3 emissions for 2023 were 2 445 (1 998) tCO2e, and comprise more than 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. The increase in scope 3 emissions is mainly related to increased investments and
costs. More details about our emissions can be found in our sustainability report.
S
ustainable Software
S
ustainable 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 149 tCO2e through migrations completed in 2023. As a reference,
this is more than our total scope 1 emissions.
W
e 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.
S
ustainable 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 2023 is estimated to a total of 1.51 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.
I
n 2023, SuperOffice continued its close collaboration with our value chain 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
2023
2022
REVENUES
Operating income
2
Total revenues
OPERATING EXPENSES
Purchase of materials and services
3
Payroll and related expenses
4
Other operating expenses
5
Bad debts
13
Total operating expenses
2
Operating profit before depreciation and amortisation
Depreciation and amortisation
6, 8, 9
Operating profit
FINANCIAL ITEMS
Financial income
Financial expenses
Net financial items
10
(70 784 )
(54 708 )
Profit before income tax
(44 694 )
Income tax expenses
12
Profit for the year
(25 611 )
(53 274 )
Attributable to the shareholders of the company
(25 611 )
(53 274 )
The notes on page 22-59 are an integral part of these consolidated financial statements.
17
SuperOffice Group - IFRS
Consolidated statement of comprehensive income
All figures in TNOK
Total comprehensive income attributable to the parent company
2023
2022
Profit/(loss) for the year
(25 611 )
(53 274 )
Other comprehensive income:
Currency translation differences (may be reclassified)
Total comprehensive income for the year
(19 024 )
(43 561 )
The notes on page 22-59 are an integral part of these consolidated financial statements.
18
SuperOffice Group - IFRS
Consolidated statement of financial position
All figures in TNOK
ASSETS
Note
31.12.2023
31.12.2022
Non-current assets
Deferred tax assets
12
Goodwill
7
Intangible assets
6
Tangible assets
8
Right-of-use assets
9
Other non-current assets
13
Total non-current assets
Current assets
Account receivables
13
Receivables on group companies
11
Prepaid income tax
12
Other current assets
13
Cash and cash equivalents
21, 22
Total current assets
TOTAL ASSETS
The notes on page 22-59 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
31.12.2023
31.12.2022
Equity
Share capital
17
Share premium
Total paid in capital
Retained earnings
(311 181 )
(292 157 )
Total equity
Non-current liabilities
Deferred tax liabilities
12
Pension liabilities
18
Non-current lease liabilities
9
Borrowings
16, 21
Total non-current liabilities
Current liabilities
Trade payable
19
Current income tax payable
12
Tax withholding and VAT
Prepayments from customers
19
Current lease liabilities
9
Other current liabilities
19
Total current liabilities
TOTAL EQUITY AND LIABILITES
Oslo, 19 April 2024
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 22-59 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
2023
Equity at beginning of period
(302 313 )
Profit (loss) for the period
(25 611 )
(25 611 )
Currency translation effects
Total comprehensive
income for the period
(25 611 )
(19 024 )
Transactions with owners in
their capacity as owners:
EQUITY AT END OF PERIOD
(327 924 )
All figures in TNOK
Share
Share
Currency
Other
Total
Note
capital
premium
difference
equity
equity
2022
Equity at beginning of period
(249 039 )
Profit (loss) for the period
(53 274 )
(53 274 )
Currency translation effects
Total comprehensive
income for the period
(53 274 )
(43 561 )
Transactions with owners in
their capacity as owners:
EQUITY AT END OF PERIOD
(302 313 )
The notes on page 22-59 are an integral part of these consolidated financial statements.
21
SuperOffice Group - IFRS
Consolidated statement of cash flows
All figures in TNOK
Note
2023
2022
Cash flows from operating activities:
14
Interest paid on bond loan
10,16
(49 042 )
(48 087 )
Other interest paid
10
(5 729 )
(5 141 )
Income tax paid
(5 336 )
(7 955 )
Net cash generated from operating activities
Cash flows from investing activities:
Purchase of property, plant and equipment (PPE)
8
(10 900 )
(4 050 )
Development and purchase of intangible assets
6
(21 790 )
(16 199 )
Interest received
10
Net cash used in investing activities
(30 049 )
(19 813 )
Cash flows from financing activities:
Re-purchase of bond loan
16
(43 266 )
(81 250 )
Payment of principal portion of lease liabilities
9
(21 293 )
(19 551 )
Net cash used in financing activities
(64 559 )
(100 801 )
Net (decrease)/increase in cash, cash
equivalents and bank overdrafts
(47 391 )
Cash and cash equivalents at beginning of period
Exchange gains/(losses) on cash and bank overdrafts
CASH AND CASH EQUIVALENTS AT END OF YEAR
The notes on page 22-59 are an integral part of these consolidated financial statements.
22
SuperOffice Group - IFRS
1.0 GENERAL INFORMATION
T
he company’s head office is located in Wergelandsveien 27, NO-0164 Oslo . SuperOffice Group AS is
owned 100% by SuperOffice Holding I AS, which is owned by SuperOffice Holding II AS which is owned
90% 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 Holding III AS is 100% owned by Axcel, a Danish private equity fund. SuperOffice Holding III
AS is owned by four of their funds, and Axcel VI K/S 2 is the majority shareholder with 66% of the shares.
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 c
onsolidated financial statements have been prepared based on uniform accounting principles for similar
transactions and events under otherwise similar circumstances. The consolidated financial statements are
presented in Norwegian kroner (NOK).
1.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
No changes in IFRS effective for the 2023 financial statements are relevant this financial year. The
accounting policies adopted are consistent with those of the previous financial year.
23
24
25
26
27
28
29
SuperOffice Group - IFRS
NOTE 2 – REVENUES FROM CONTRACTS WITH CUSTOMERS AND OPERATING EXPENSES
30
31
32
Column1
Colum
33
34
35
36
37
38
39
40
41
SuperOffice Group - IFRS
NOTE 12 – ACCOUNTING TREATMENT OF TAX
42
43
44
SuperOffice Group - IFRS
NOTE 13 – ACCOUNTS RECEIVABLE AND OTHER CURRENT AND NON-CURRENT ASSETS
45
46
SuperOffice Group - IFRS
NOTE 16 – BORROWINGS AND LEASE LIABILITIES
47
48
49
SuperOffice Group - IFRS
NOTE 19 – TRADE PAYABLES, PREPAYMENTS FROM CUSTOMERS AND OTHER CURRENT
LIABILITIES
50
51
52
53
SuperOffice Group - IFRS
NOTE 21 – FINANCIAL INSTRUMENTS
54
55
56
57
58
59
60
FINANCIALS – SUPEROFFICE GROUP AS - NGAAP
SuperOffice Group AS
Income statement
All figures in TNOK Note 2023
2022
OPERATING EXPENSES
Payroll and related expenses 2 1 253 1 255
Other operating expenses 3 1 167 722
Total operating expenses 2 419 1 977
Operating profit (2 419) (1 977)
FINANCIAL ITEMS
Finance income 51 984 55 033
Finance expense (70 584) (57 629)
Net financial items 4 (18 601) (2 597)
Profit before income tax (21 020) (4 573)
Income tax expense 5 5 783 219
Profit for the year (26 803) (4 792)
61
SuperOffice Group AS - NGAAP
Balance sheet - assets
All figures in TNOK Note 2023 2022
ASSETS
Non-current assets
Deferred tax asset 5 - 4 553
Investments in subsidiaries 6 1 085 836 1 085 836
Total non-current assets 1 085 836 1 090 389
Current assets
Receivables on group companies 7 63 170 47 548
Other currents assets 8 7 533 18 614
Total other current assets 70 703 66 161
Cash and cash equivalents 9 127 455
Total current assets 70 830 66 617
TOTAL ASSETS 1 156 666 1 157 006
62
SuperOffice Group AS – NGAAP
Balance sheet – equity and liabilities
Oslo,
19 April 2024
Klaus H
olse 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
All figures in TNOK Note 2023 2022
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 (199 500) (172 696)
Total retained earnings (199 500) (172 696)
Total equity 11 423 179 449 983
LIABILITIES
Deferred tax 5 1 230 -
Borrowings 12 581 841 621 300
Total other long term liabilities 583 071 621 300
Current liabilities
Payable to group companies 7 149 550 84 680
Trade creditors 454 107
Public duties payable - 518
Other current liabilities 412 419
Total current liabilities 150 416 85 724
Total liabilities 733 487 707 023
TOTAL EQUITY AND LIABILITIES 1 156 666 1 157 006
63
SuperOffice Group AS – NGAAP
Cash flow statement
All figures in TNOK Note 2023 2022
CASH FLOW FROM OPERATIONS:
Profit/(loss) before taxation (21 020) (4 573)
Adjustment for profit and loss items without cash effect 14 188 (5 790)
Change in trade payables (518) 17
Changes in other current assets and other liabilities (3 887) 170
Net cash flow from operations (11 237) (10 176)
CASH FLOW FROM FINANCING ACTIVITIES:
Re-purchase of bond loan 12 (43 266) (81 250)
Outflow due to group companies loans 7 (10 692) -
Inflow due to group companies loans 7 64 870 91 533
Net cash flow from financing activities 10 912 10 283
Exchange gain/loss on cash (2) (3)
Net change in bank deposits, cash and equivalents (328) 107
Bank deposits, cash and equivalents at 1 January 455 348
Bank deposits, cash and equivalents at 31 December 127 455
64
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 I
NCOME 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 CL
ASSIFICATION 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.
F
ixed 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 R
ECEIVABLES
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 US
E 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.
65
1.7 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.
T
he Company has changed the cash flow statement from previous years in order to align it with NGAAP
recommendations and also to have a better alignment between the Group and the Company cash flow. The
comparable figures for 2022 have been adjusted to the new format.
Su
perOffice Group AS - NGAAP
NOTE 2 - PAYROLL AND COMPENSATION TO THE BOARD OF DIRECTORS
T
here 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.
S
uperOffice Group AS - NGAAP
NOTE 3 – OPERATING EXPENSES AND AUDIT FEES
All figures in TNOK
AUDIT FEES AND OTHER OPERATING EXPENSES
2023
2022
Statutory audit
507
314
Auditor - other non-assurance services
28
156
Auditor - tax consultancy services
49
46
Total audit fees
584
516
Legal fees
310
34
Consultancy fees
250
362
Operating expenses
85
(190)
Total consultancy and operating expenses
646
206
Total other operating expenses
1 230
722
All figures in TNOK
PAYROLL AND RELATED EXPENSES 2023
2022
Remuneation to the Board of Directors 1 100 1 100
Payroll tax 153 155
Total 1 253 1 255
66
SuperOffice Group AS - NGAAP
NOTE 4 – FINANCIAL ITEMS
A
ll figures in TNOK
FINANCIAL INCOME
Note
2023
2022
Group contribution from SuperOffice AS
7
51 489
46 558
Interest income from group companies
422
365
Other interest income
73
30
Foreign exchange gain
-
4
Increase in value of interest rate swaps
8
-
8 075
Total financial income
51 984
55 033
FINANCIAL EXPENSE
Interest paid to group companies
7
6 814
1 924
Interest expenses and fees on credit facility
748
752
Interest expense bond loan
12
51 739
51 860
Foreign exchange losses
2
7
Reduction in value of interest rate swaps
8
9 608
-
Other financial expenses
1 674
3 087
Total financial expenses
70 584
57 629
NET FINANCIAL ITEMS
(18 601)
(2 597)
67
SuperOffice Group AS – NGAAP
NOTE 5 – TAX
Figures in TNOK
2023
2022
Tax payable - -
Deferred tax assets - 4 553
Deferred tax liabilities (1 230) -
THIS YEAR INCOME TAX CONSISTS OF 2023
2022
Changes in deferred tax 5 783 219
Total tax cost/income 5 783 219
CALCULATION OF THIS YEARS TAX BASIS: 2023
2022
Net profit/loss before tax expense (21 020) (4 574)
Permanent differences 46 236 5 312
Tax basis for the year 25 216 738
Changes in temporary differences 1 606 5 524
Changes in losses carried forwards (26 823) (6 263)
Tax basis for the year - -
SPECIFCATION OF NON-DEDUCTIBLE EXPENSES/NON-TAXABLE INCOME
Losses carried forward 26 823 6 263
Amortisation of loan expenses (1 606) (5 524)
Correction from last year 1 073 -
Total 26 289 738
Deferred tax liability (asset) 5 783 162
Deferred tax as of 31 December 2023 have been calculated at a tax rate of 22%.
The effect on the current year's tax expense is TNOK 5 548:
2023
2022
Profit before tax (21 020) (4 574)
22% tax of net profit before tax (4 624) (1 006)
Permanent differences (22 %)* 10 172 1 169
Correction of tax payable from prior period 236 -
Calculated tax expense 5 783 162
Effective tax rate -28 % -4 %
EXPANATION OF WHY THIS YEAR'S TAX EXPENSE IS NOT 22%
OF NET PROFIT/(LOSS) BEFOR TAX:
68
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.
The company has an ownership interest in the following subsidiaries (directly or indirectly):
Company Name Date of acquisition Business office
Proportion of
ownership interest
SuperOffice AS
08.05.2020
Oslo
100%
Subsidiaries of SuperOffice AS:
SuperOffice Norge AS
08.05.2020
Oslo
100%
SuperOffice Sweden AB
08.05.2020
Stockholm
100%
SuperOffice Danmark A/S
08.05.2020
Copenhagen
100%
SuperOffice Benelux B.V.
08.05.2020
Eindhoven
100%
SuperOffice Software Ltd.
08.05.2020
Cranfield
100%
SuperOffice AG
08.05.2020
Basel
100%
SuperOffice InfoBridge B.V.
31.08.2020
S'Hertogenbosch
100%
UAB SuperOffice
08.05.2020
Vilnius
100%
National Securities AS
08.05.2020
Oslo
100%
SuperOffice KK (dormant)
08.05.2020
Tokyo
75%
Subsidiary of SuperOffice AG:
SuperOffice GmbH
08.05.2020
Dortmund
100%
SuperOffice Business Solutions AB was merged with SuperOffice Sweden AB in May 2023. The operations
in SuperOffice Ltd was transferred to SuperOffice Norge AS in June 2023 and the Group is in the process of
closing down the company in the UK. The name of InfoBridge Software B.V. has been changed to
SuperOffice InfoBridge B.V. in 2023.
Figures in TNOK
SuperOffice AS
Year of acquisition 2020
Business Location Oslo
Ownership percentage 100 %
Share Capital 31.12.2023 13 673
Profit 2023 80 570
Book value 31.12.23 1 085 836
69
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 6. Transactions 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 and 2023. Axcel
has not provided any services to SuperOffice Group in 2022 or 2023.
All figures in TNOK
INTERCOMPANY BALANCES WITH RELATED PARTIES
2023
Payables Paid Interest
SuperOffice AS 149 550 6 814
Total 149 550 6 814
2022
Payables Paid Interest
SuperOffice AS 84 680 1 924
Total 84 680 1 924
2023
Short Term
Receivables
Charged
Interest
SuperOffice AS, group contribution 51 489 -
SuperOffice Holding I AS 346 19
SuperOffice Holding II AS 951 45
SuperOffice Holding III AS 10 385 358
Total 63 170 422
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
70
SuperOffice AS has charged SuperOffice Group AS TNOK 250 in both 2022 and 2023 for accounting and
administrative services. The cost is calculated on a cost-plus basis. This in included in other operating
expenses in the income statement.
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 the bank account for withholding tax.
All figures in TNOK
OTHER CURRENT ASSETS No
te 2023
2022
5 7 005 16 612
Prepayments and other current assets 528 120
Accrued interest - 1 882
Total 7 533 18 614
Fair value of financial instruments
All figures in TNOK
CASH AND CASH EQUIVALENTS 2023
2022
Free cash and cash equivalents 123 91
Restricted cash and cash equivalents 4 364
Total cash and cash equivalents 127 455
71
SuperOffice Group AS - NGAAP
NOTE 10 – SHARE CAPITAL AND SHAREHOLDERS
SuperOffice Group AS - NGAAP
NOTE 11 – EQUITY
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 31.12.23.
There has been no changes in the shares or ownership of the company in 2023.
Shareholders
Number of
shares
Share of
ownership
SuperOffice Holding I AS 30 100 %
Total Number of Shares 30 100 %
All figures in TNOK
Share Share premium Other Total
2023
capital reserve equity
90 622 589 (172 697) 449 982
- - (26 803) (26 803)
90 622 589 (199 500) 423 179
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
Equity as of 01.01.2023
Net profit/loss for the year
Equity as of 31.12 2023
Equity as of 01.01.2022
Net profit/loss for the year
Equity as of 31.12 2022
72
SuperOffice Group AS – NGAAP
NOTE 12 - BORROWINGS
The following subsidiaries are included in the consolidated financial statements:
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 - re-purchase
(123 000)
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.
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 2023
interest and amortised cost of TNOK 64 354 were charged to the Income Statement (TNOK 56 667 in 2022).
The Group has paid interest of TNOK 61 637 to the bond holders in 2023 (TNOK 52 662 in 2022). The Group
has received interest payments of TNOK 12 615 in 2023 (TNOK 4 575 in 2022) on the interest swaps
securing the interest rate on 2/3 of the bond loan.
In the bond terms there is a call option for a voluntary redemption of the bond prior to 5 November 2025.
SuperOffice may redeem the outstanding bonds in whole or in part according to the table below:
From interest payment date
To interest payment date
Price in% of nominal value
November 2023
May 2024
102,732%
May 2024
November 2024
102,049%
November 2024
May 2025
101,366%
May 2025
August 2025
100,683%
August 2025
November 2025 (maturity)
100,000%
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 2023.
There are no financial covenants in the bond agreement.
73
Bond loan – re-purchase of SuperOffice Group bond
In 2022 and 2023 the Group had excess liquidity and the Group has re-purchased TNOK 123 000 of the
bond loan. In 2023 the Group has re-purchased TNOK 41 750 of the nominal value in the bond loan at a
total price of TNOK 43 266, an average price of 103,63%. The re-purchases have all been done in the open
market and not using the call option in the bond terms. When the Group re-purchase shares of the
SuperOffice bond loan the premium paid to the seller and the remaining share of the amortised cost on the
loan are charged to the financial expenses.
T
he loan and the share of bond the Group re-purchased is presented as net borrowings in the balance sheet.
The nominal value of the bond loan remains at TNOK 700 000, and the share of the bond bought back may
be sold again if the Group wishes to do so.
Reconciliation of borrowings at face value and amortised cost in the balance sheet:
R
evolving Credit Facility
SuperOffice Group AS had 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.
The unused revolving credit facility was TNOK 89 030 on 31 December 2023. The SuperOffice Group AS
has charged commitment fees of TNOK 748 related to the revolving credit facility to the financial expenses
in 2023.
S
uperOffice Group has reduced the revolving credit facility from TNOK 90 000 to TNOK 20 000 in March
2024.
All figures in TNOK
Borrowings - Bond loan 2023
2022
Balance at 1 January
621 300 698 769
Cash changes:
Payments of fees on loans
(402) (978)
Interest payments on the bond loan
(61 204) (52 662)
Re-purchase of bond loan at face value
(41 750) (81 250)
Re-purchase of bond loan - premium
(1 516) (2 161)
Non-cash changes:
Interest and amortised cost
64 354 56 667
Loss on re-purchase bond loan
1 060 2 914
Total borrowings at 31 December
581 841 621 300
74
SuperOffice Group AS - NGAAP
NOTE 13 – OTHER CURRENT LIABILITIES
S
uperOffice Group AS - NGAAP
NOTE 14 - EVENTS AFTER THE BALANCE SHEET DATE
There have been no events after the balance sheet date which have a significant impact on the figures
reported in the annual report for 2023.
All figures in TNOK
OTHER CURRENT LIABILITIES Note 2023
2022
Accrued expenses 412 419
Total 412 419
75
RESPONSIBILITY STATEMENT
W
e confirm that, to the best of our knowledge, the consolidated financial statements for the year ended 31
December 2023 have been prepared in accordance with IFRS® Accounting Standards as issued by the
International Accounting Standards Board, that the financial statements for the parent company for the year
ended 31 December 2023 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 2024
Sign Sign Sign
K
laus Holse Christian Bamberger Bro Björn Erik Larsson
Chairman Deputy Chairman Board Member
S
ign Sign
E
ilert Hanoa Gisle Jentoft
Board Member CEO
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of SuperOffice Group AS
’
Independent Auditor s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of SuperOffice Group AS, which comprise:
the financial statements of the parent company SuperOffice Group AS (the Company), which
comprise the balance sheet as at 31 December 2023, the income statement and cash flow
statement for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and
the consolidated financial statements of SuperOffice Group AS and its subsidiaries (the Group),
which comprise the statement of financial position as at 31 December 2023, the income statement,
statement of comprehensive income, statement of changes in equity and statement of cash flows
for the year then ended, and notes to the financial statements, including material accounting policy
information.
In our opinion
the financial statements comply with applicable statutory requirements,
the financial statements give a true and fair view of the financial position of the Company as at 31
December 2023, and its financial performance and its cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 4 years from the election by the general meeting of the
shareholders on 10 September 2020 for the accounting year 2020.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
2 / 5
The Group’s business activities are largely unchanged compared to last year. We have not identified
regulatory changes, transactions or other event that qualified as new Key Audit Matters for our audit of the
2023 financial statements. Furthermore, Valuation of goodwill and intangible assets has the same
characteristics and risks as in the prior year, and therefore continues to be an area of focus this year.
Key Audit Matters How our audit addressed the Key Audit Matter
Valuation of goodwill and intangible assets
The Group operates within the software industry. At
the balance sheet date, the book values of goodwill
and intangible assets were TNOK 669 847 and 536
781 respectively. No impairment charge was
recognised in 2023.
We focused on valuation of goodwill and intangible
assets as the values involved are significant and
constitute a substantial part of the Group’s total
assets. Furthermore, management’s valuation of
the assets, including the estimation of future
expected earnings, require considerable use of
judgement. Even incremental changes to relevant
assumptions, such as expected future cash flows
and the timing thereof, could lead to material
changes in value.
See further information about management’s
assessment in notes 6 and 7 to the consolidated
financial statements.
We obtained an understanding of management’s
valuation process and evaluated relevant control
activities. We assessed management’s
identification of cash-generating units (CGUs) and
found the two CGUs identified by management to
be reasonable for the impairment assessment of
both goodwill and intangible assets.
We challenged management’s impairment
assessment and considered the suitability of the
applied impairment model and the reasonableness
of the assumptions. We also tested the
mathematical accuracy of the model.
We assessed the reliability of management’s cash
flow forecasts through a comparison of actual
performance in previous years to previous year’s
forecasts. We compared the estimated future cash
flows to long-term plans approved by the Board of
Directors. Furthermore, we challenged
management’s expectations on future growth by
comparing these expectations with historic results
for the two CGU’s. We assessed the applied
discount rate and compared its key components
with available external market data where possible.
We found that the discount rates were within an
appropriate range. Management’s assumptions
related to expected future cash flows were also
considered to be reasonable.
We considered the appropriateness of the related
disclosures, including the sensitivities provided for
the discount rate and growth expectations. We
found that the disclosures were adequate and that
they appropriately explained the valuation of
goodwill and intangible assets.
Other Information
The Board of Directors (management) is responsible for the information in the Board of Directors’ report and
the other information accompanying the financial statements. The other information comprises information
in the annual report, but does not include the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the information in the Board of Directors’ report nor the
other information accompanying the financial statements.
3 / 5
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements. We have nothing
to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
is consistent with the financial statements and
contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group
that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern.
The financial statements of the Company use the going concern basis of accounting insofar as it is not likely
that the enterprise will cease operations. The consolidated financial statements of the Group use the going
concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
4 / 5
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's and the Group's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of SuperOffice Group AS, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name SuperOffice_Group_AS-2023-12-31-en, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on
the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
5 / 5
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 19 April 2024
PricewaterhouseCoopers AS
Øystein Sandvik
State Authorised Public Accountant
(This document is signed electronically)
