1
Annual Report
2024
SuperOffice Group AS
2
TABLE OF CONTENT
SUPEROFFICE EXCUTIVE MANAGEMENT .............................................................................. 3
SUPEROFFICE BOARD OF DIRECTORS .................................................................................. 5
STATEMENT OF THE BOARD OF DIRECTORS........................................................................ 6
CORPORATE GOVERNANCE ................................................................................................. 11
SUSTAINABILITY..................................................................................................................... 15
FINANCIALS – SUPEROFFICE GROUP (IFRS) ....................................................................... 17
Consolidated income statement .........................................................................................17
Consolidated statement of comprehensive income ..........................................................18
Consolidated statement of financial position....................................................................19
Consolidated statement of financial position....................................................................20
Consolidated statement of changes in equity ...................................................................21
Consolidated statement of cash flows ...............................................................................22
Notes to the consolidated accounts ...................................................................................23
FINANCIALS – SUPEROFFICE GROUP AS - NGAAP ............................................................. 64
Income statement ................................................................................................................64
Balance sheet - assets .........................................................................................................65
Balance sheet – equity and liabilities ................................................................................66
Cash flow statement ...........................................................................................................67
Notes ...................................................................................................................................68
RESPONSIBILITY STATEMENT .............................................................................................. 79
AUDITORS REPORT ................................................................................................................ 80
3
SUPEROFFICE EXCUTIVE MANAGEMENT
L
ARS ENGBORK
CEO - Chief Executive Officer
Lars Engbork joined SuperOffice as CEO in June 2024. Before joining SuperOffice he was the CEO
at Visma e-conomic where he played a significant role in Visma's growth, leading a team of 450
employees and serving 200,000 business customers. Lars has also been the Nordic Innovation
Director at Oracle and held multiple Vice President positions at SimCorp. He studied at
Copenhagen Business School and has an MBA from Henley Business School. Lars is also the
former advisor to the Danish Ministry of Industry, Business, and Financial Affairs, focusing on
reducing bureaucratic hurdles to streamline business operations.
O
LE 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 customer´s long term
relationship with SuperOffice.
T
HOMAS RØDSETH
CPTO - Chief Product and Technology Officer
T
homas Rødseth is the Chief Product and Technology Officer (CPTO) at SuperOffice. With
extensive experience leading product and technology teams in similar SaaS startups and scale
ups, Thomas is focused on enhancing SuperOffice's customer-centric products through automation
and streamlined customer dialogue. He aims to create smarter solutions for current and future
customers, prioritizing exceptional user experiences.
CAMILLA HEIDENREICH BOMMEN
CSO – Chief Solutions Officer
C
amilla Heidenreich Bommen is the Chief Solutions Officer, responsible for driving the strategy and
vision for Consulting in SuperOffice. She is an experienced leader with 25+ years of experience
within sales, consulting, and technology. She previously held the position of Managing Director of
SuperOffice Norway and before this, she was Consulting Director for SuperOffice Norway. Camilla
holds a Master of Business and Economics, specializing in Organizational Psychology. She is
passionate about helping companies grow and increase their competitiveness through CRM.
BE
TTINA ISABELLE BERNTSEN
CMO – Chief Marketing Officer
Bettina Berntsen is the CMO of SuperOffice. With over a decade of expertise in marketing and
sales, specializing in B2B SaaS, Bettina spearheads growth journeys through innovative marketing
strategies and programs. Together with her team, she is committed to launching impactful initiatives
that propel SuperOffice to new heights in the competitive landscape of CRM platform solutions.
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SUPEROFFICE EXTENDED MANAGEMENT TEAM
ERLEND MOHUS
Strategy Director & Head of Sustainability Committee
E
rlend Mohus heads up the overall corporate strategy for SuperOffice and works across the
organization to help determine where we as a company should go, and how we can get there.
Erlend has a background in engineering and economics and applies mathematics and facts with
strategic thinking to help the company solve complex challenges in a logical way. One of those
challenges is sustainability, where Erlend is helping to determine how we address the future
through heading up our sustainability committee.
J
ESSICA HARTENBERGER
Head of People
Je
ssica Hartenberger joined SuperOffice as the company’s first Head of People in 2022. They say
the average person spends 1/3 of their life working and Jessica is passionate about making that
1/3 of people’s lives as rewarding and exciting as possible. Before joining SuperOffice, she was
Head of Internal Communications at Sector Alarm and held various roles within HR at PA
Consulting and DNV. She has a Master of Economics and Business Administration from Norges
Handelshøyskole (NHH).
JUL
IJA RAŽANSKIENĖ
Managing Director – SuperOffice UAB
Julija Ražanskienė joined SuperOffice Customer Experience Centre back in 2016. Over time her
tasks shifted more and more from being a pure product specialist to more people and project
management direction. Earning the teams trust by creating a safe work environment, improving
operational efficiency and focusing on knowledge growth opportunities is her main task today.
Julija’s educational background is mixed covering social anthropological development and linguistic
studies both in Norway and Lithuania as well as deepening her knowledge in the field of software
technologies.
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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 an 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.
BJÖRN 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.
EILERT 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 that owns 100% of the shares in SuperOffice AS.
S
uperOffice Group AS does not engage in any operating activities; these are conducted by
SuperOffice AS and its subsidiaries. The financing of the Group is held in SuperOffice Group AS.
S
uperOffice AS is a Customer Relationship Management (CRM) software company head-
quartered in Oslo, with subsidiaries in Norway, Sweden, Denmark, Germany, the Netherlands,
Switzerland, and Lithuania.
SuperOffice Group AS was established in February 2020 and acquired all shares in SuperOffice
AS on May 8, 2020. A holding structure was created, consisting of SuperOffice Group AS,
SuperOffice Holding I AS, SuperOffice Holding II AS, and SuperOffice Holding III AS. The majority
owner is the Danish private equity fund Axcel.
G
OING CONCERN ASSUMPTION
In accordance with the Norwegian Accounting Act, the Board confirms that the accounts have been
prepared based on the going concern assumption, which is deemed 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 Norwegian Generally 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
policy with a limit of TNOK 40,000. Additionally, Axcel holds a D&O liability insurance policy for all
portfolio companies with a coverage limit of TDKK 300,000.
T
he insurance covers the responsibilities of the insured for damage to assets, including personal
liability for the Group's liabilities, due to claims against the insured during the insurance period as
a result of an alleged act or omission in their role as general manager, board member, member of
the management, or equivalent governing body in the Group.
F
INANCIAL STATEMENTS - GROUP
Income statement
In 2024, the Group continued developing and selling CRM software in the European market.
SuperOffice experienced growth in Annual Recurring Revenue (ARR), revenues, and operational
profit before depreciation and amortisation in 2024.
I
nvestments in product development remain a high priority, focusing on delivering improved and
additional capabilities. The Group has emphasised on demand-generating activities and the go-to-
market organisation. The Group continues to streamline its organisation for optimal future
performance.
O
perating income grew by 8,0% from 2023, reaching TNOK 712 434 in 2024 (TNOK 659 750 in
2023). The Group’s main revenue sources are license revenue and consulting services. License
revenues come from recurring software subscriptions and maintenance and support for on-
premises models.
T
otal license revenues were TNOK 640 222 in 2024, up from TNOK 585 541 in 2023, representing
an 9,3% growth. The Group continues its journey transitioning to a SaaS-only CRM provider,
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migrating the remaining on-premises customers to the cloud. In 2024, 79,2% of license revenues
came from cloud subscriptions, up from 75,6% in 2023.
R
evenues from consulting services were TNOK 60 959 in 2024, compared to TNOK 65 494 in
2023, reflecting a reduction of 6,9%.
T
otal operating expenses were TNOK 529 107 in 2024, up from TNOK 479 617 in 2023. The
increase in material and service purchases, from TNOK 86 351 in 2023 to TNOK 101 930 in 2024,
is mainly due to sales partner kickbacks and higher cloud platform hosting costs driven by growing
cloud operations. In 2024, a partner agreement with was terminated and a one-time settlement of
TNOK 10 296 was paid and charged to the income statement.
P
ayroll and related expenses were TNOK 321 434 in 2024, up from TNOK 302 500 in 2023. The
Group recognised TNOK 33 000 in restructuring costs in 2024 related to severance pay and
restructuring. The Group has during the year changed CEO, CPTO and terminated the role of the
CRO.
Depreciation and amortisation were TNOK 111 729 in 2024, up from TNOK 107 570 in 2023.
Amortisation in the Group are mainly from to intangible assets recognised from the acquisitions of
SuperOffice AS and SuperOffice InfoBridge B.V. in 2020.
T
he Group’s operating profit before depreciation and amortisation was TNOK 183 327 in 2024
(TNOK 180 133 in 2023). The margin on operating profit before depreciation and amortisation was
25,7% in 2024 (27,3% in 2023). The NOK exchange rate fluctuations affect both revenues and
costs, as over 60% of total revenues are in foreign currency, and 60% of employees receive their
compensation in currencies other than NOK.
The Group had financial expenses of TNOK 80 513 in 2024 (TNOK 76 068 in 2023). SuperOffice
Group AS has a bond loan of TNOK 700,000, and TNOK 67 900 in interest was charged to the
income statement in 2024. The interest rate on the bond loan has been stable during 2024, but the
two interest swaps securing the interest on parts of the loan expired in February and March
2024.The Group had financial income of TNOK 8 228 in 2024 (TNOK 5 284 in 2023), the financial
income are mainly from interest income.
Development
In 2024, the Group continued developing its software, introducing new features and technology to
the market. Development costs charged to the income statement were TNOK 93 829 (TNOK 80
173 in 2023). In accordance with IAS 38, new solution development costs have been capitalized.
Development costs are capitalized when they meet the criteria for capitalisation (Note 1, paragraph
10).
T
he Group capitalised TNOK 23 035 in development cost in 2024 (TNOK 21 181 in 2023).
Cash Flow
In the period the positive cash flow from operating activities was TNOK 131 041 in 2024 (TNOK
115 058 in 2023). 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 -23 035 (TNOK -21 790 in 2023). Acquisition of
equipment amounted to TNOK -4 936 in 2024 (TNOK -10 900 in 2023). The Group moved into
three new office locations in 2023 and had higher investments in equipment compared to 2024.
Net cash flow used from investing activities were TNOK -21 113 in 2024 and TNOK -30 049 in
2023.
T
he net cash used in financing activities were TNOK -23 840 in 2024 and TNOK -64 559 in 2023.
The Group re-purchased TNOK 43 266 of the SuperOffice Group bond loan in 2023, no further re-
purchases were made in 2024. Cash used for payment of principal portions of lease liabilities
according to IFRS was TNOK -23 840 in 2024 and TNOK -21 293 in 2023.
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Balance sheet – Group
The SuperOffice Group had total assets of TNOK 1 527 585 on 31 December 2024. Total current
assets are TNOK 217 940 in 2024 (TNOK 137 722 in 2023). The Board’s assessment is that the
underlying values in the Group are higher than the book values.
The equity ratio on 31 December 2024 was 19,6% (20,6% in 2023).
The Group’s non-current lease liabilities of TNOK 115 666 (TNOK 127 087 in 2023), are mainly
related to the lease of office locations and company cars. The Group had TNOK 112 695 (TNOK
127 883 in 2023) in deferred tax liabilities most of which are related to the intangible assets.
The Group had current liabilities of TNOK 999 271 at the end of 2024 (TNOK 364 470 in 2023).
SuperOffice Group AS has a bond loan with a nominal value of TNOK 700 000 (TNOK 700 000 in
2023). 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. The loan is due to be repaid on the 5
November 2025 and is at year-end 2024 classified as a short-term liability. The current liabilities
include prepayments from customers of TNOK 262 147 (TNOK 227 890 in 2023).
FINANCIAL STATEMENTS - PARENT COMPANY
SuperOffice Group AS has no operating activity and there are no operating revenues in the
Company in 2024 or 2023. The operating expenses of TNOK 8 992 in 2024 (TNOK 2 419 in 2023)
consists of consultancy, audit and legal fees and fees paid to the board of directors. The increase
in operating expenses from 2024 are mainly related to restructuring costs.
The financing of the acquisition of SuperOffice AS is held in SuperOffice Group AS. The Company
had financial expenses of TNOK 77 659 in 2024. TNOK 60 821 of the financial expense was interest
and amortisation on the bond loan and TNOK 9 322 was interest paid to group companies.
Reduction in the fair value of financial instruments was TNOK 7 004 in 2024. Financial income
amounted to TNOK 192 806 of which TNOK 191 656 is the group contribution from SuperOffice
AS.
Events after the balance sheet date
Axcel VI K/S, a private equity fund managed by Axcel Management A/S ("Axcel"), and the
majority shareholder of the SuperOffice Group (the "Group"), initiated a strategic review of the
Group's future ownership in 2024. As a result of this review, Axcel prepared for a transaction
involving a sale of the Group to a newly established acquisition vehicle, Ax INV1 Holding AS,
which is also controlled by funds managed by Axcel (the "Transaction").
Following completion of the Transaction, which is subject to the satisfaction of certain conditions
precedent, the Group will remain under Axcel's control. On 17 April 2025, Ax INV1 Holding AS
signed an agreement to acquire SuperOffice Holding III AS, the ultimate Norwegian holding
company in the Group. The Transaction is anticipated to be completed by the end of May 2025.
To partially finance the acquisition, Ax INV1 Holding AS announced in February 2025 that it had
successfully placed a new senior secured bond issue of NOK 1 100 million, with a tenor of 5
years and a coupon of 3-month NIBOR + 3.75% p.a.
In connection with the Transaction, the Group's existing senior secured bonds – originally issued
by SuperOffice Group AS in the nominal amount of NOK 700 million, maturing in November 2025
(ISIN NO0010900129) – will be redeemed, subject to one or more separate call notices being
issued.
On 11 March 2025 SuperOffice Group AS submitted a call notice to redeem NOK 143 million of
the existing bonds at a price of 101,366% of the nominal value. Following this redemption, the
remaining nominal balance of the existing bond is NOK 557 million.
The redemption included a portion of the Group's own previously repurchased bonds. Before the
redemption, the Group had repurchased NOK 123 million of the existing bonds. Following the
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redemption, the Group holds NOK 97,873 million of the existing bonds in nominal value.
Allocation of the profit and dividend basis
The Company’s net profit for the period was TNOK 91 533. The Board will not propose a payment
of dividend for 2024 to the Annual General Meeting.
FI
NANCIAL MARKET RISK
The Group’s financial market risks relate to the fact that the Company operates internationally and
more than 60% of its turnover was generated foreign currencies in 2024. Exchange rate fluctuations
mainly affect, transactions with, and the preparation of the accounts of, the foreign subsidiaries.
The c
redit 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 also have a strategy
to focus the sales effort on customers with a certain number of users as the losses historically often
have come from customers with a limited number of users. Accounts receivable on 31 December
2024 represent a small part, less than 5%, of 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 as the Group has interest bearing debt. The bond loan of
TNOK 700 000 expires in November 2025, the Group has secured new financing through a bond
loan in a newly established company Ax INV Holding I AS in a newly established holding structure.
The new loan and the repayment of the current bond loan was depending on the sale of the
SuperOffice Holding III AS to the new holding structure coming through. The Groups 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 bond loan.
During 2024 the Group employed two financial instruments related to forward contracts to fix a
share of the interest rates on the bond loan. One contract expired on the interest payment date in
February 2024 and the other expired on the interest payment date in May 2024 (note 21).
Ex
cess liquidity from operations was used to re-purchase a total of TNOK 123 000 the bond loan
in 2022 and 2023. This has effectively reduced the interest risk and the Groups total loan
commitment. The nominal value of the bond was still TNOK 700 000 at end of 2024 and the face
value of re-purchase in the bond is TNOK 123 000.
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 2024 the absence due to
sickness was on average 2,5% in 2024 which is down from 2,6% 2023.
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 and have the option to work from home two 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.
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OUTLOOK
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.
T
he 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 years. Together
with our core development team in Oslo, the team provides a solid basis for bringing modern
technology and competitive offerings to the market.
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.
Oslo, 28 April 2025
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
Super
Office 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 N
orwegian 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.
STAT
EMENT 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.
Super
Office 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.
Super
Office 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 BUS
INESS
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.”
Super
Office’s vision is to redefine how companies build sustainable customer relationships through
people, processes and technology.
EQUI
TY AND GROUP CONTRIBUTION
Equity
Based on the Group’s objectives, strategy and risk profile, the Board considers the equity on
December 31, 2024, to be satisfactory.
Grou
p 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.
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.
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.
M
andate for the Chief Executive Officer (CEO)
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.
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.
Audit Committee
Following the listing of the bond loan at Oslo Stock Exchange an Audit Committee reporting to the
Board of Directors has been established.
F
inancial 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.
14
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 share 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.
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.
15
SUSTAINABILITY
S
UPEROFFICE SUSTAINABILITY STRATEGY
SuperOffice defined its first Sustainability Strategy in 2021, and 2022 was the first year the strategy
was executed. 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.
A
s we appointed a new Sustainability Committee in 2023, a key focus in 2024 has been to increase
our knowledge and expertise within sustainability, as well as executing upon our sustainability
strategy and pursuing initiatives in line with our long-term plan and commitment. In 2024,
SuperOffice was approved the trademark “Made in Norway” administered by Innovation Norway –
this is a part of supporting and backing up our long-term commitment to sustainability. 2024 is also
the first year SuperOffice has developed- and will report in line with the CSRD framework. Even
though SuperOffice is not obliged to follow these procedures and guidelines for ESG reporting, we
show our commitment to the case by continuing to pursue, act and report in line with the CSRD
reporting framework.
S
uperOffice’s sustainability strategy is based on four key pillars.
S
ustainable 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. As our work progressed in 2024, we completed our second annual people survey. The
survey had a response rate of 91% and gave an eNPS of 49 (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 2024 our gender diversity was 32.71%.
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. 40.38% of all new hires in the group in 2024 was female. In 2024, the group has
established a new group management team. This team consist of 8 people with a gender balance
of 50%.
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 2024, the absence due to sickness in SuperOffice was 5.23 days
per FTE. At year-end 2024 the Group had 252.8 employees (0.51%) in temporary positions, this
includes full-time consultants and internships. The group had 14 people working part time, 4 of
these were men and 10 women, corresponding to 5.32% 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 2024, 354 weeks of maternity and paternity leave were taken by the Group’s
employees. The average maternity/paternity leave was 23.6 weeks.
S
ustainable Operations
Sustainable Operations is all about how we operate our business and daily work. The main project
within this topic in 2024 was to operationalize a green car policy across all our offices and regions.
The policy was implemented in 2023, and we have since then seen an increase in electric cars
from 39.6% of all company cars to 50.9%. As a results of the successful implementation of our
green car policy, the group reduced its Scope 1 emissions by 24% from 124 tCo2e in 2023 to 93
tCo2e in 2024, and we expect the trend to continue as we both get the full year effect from the
16
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.
For 2024 (2023) our scope 1 emissions were 93 (124) tCO2e, and scope 2 emissions 91 (69)
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 using 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, and when replacing petroleum-based company cars with electric
ones, scope 1 will be reduced while scope 2 increases – but the total amount should decrease
because of reduced emissions from electrical cars compared to that of petroleum.
O
ur scope 3 emissions for 2024 were 2 659 (2 445) 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
Sustainable 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 not impact
SuperOffice’s emissions, calculations show that our customers in total have reduces their yearly
emissions with the equivalent of 73 tCO2e through migrations completed in 2024. As a reference,
this is 78% of 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 2024 is estimated to a total of 1.48 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 2024, 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.
17
FINANCIALS – SUPEROFFICE GROUP (IFRS)
SuperOffice Group – IFRS
Consolidated income statement
All figures in TNOK
2024
2023
REVENUES
Operating income
712 434
659 750
Total revenues
712 434
659 750
OPERATING EXPENSES
Purchase of materials and services
101 930
86 351
Payroll and related expenses
321 434
302 500
Other operating expenses
103 973
89 407
Bad debts
1 769
1 358
Total operating expenses
529 107
479 617
Operating profit before depreciation and
amortisation
183 327
180 133
Depreciations and amortisations
111 729
107 570
Operating profit
71 598
72 563
FINANCIAL ITEMS
Financial income
8 228
5 284
Financial expenses
80 513
76 068
Net financial items
(72 285)
(70 784)
Profit before income tax
(687)
1 779
Income tax expenses
13 345
27 389
Profit for the year
(14 031)
(25 611)
Attributable to the shareholders of the
company
(14 031)
(25 611)
The notes on page 23-63 are an integral part of these consolidated financial statements.
18
SuperOffice Group - IFRS
Consolidated statement of comprehensive income
All figures in TNOK
2024
2023
Profit/(loss) for the year
(14 031)
(25 611)
Other comprehensive income:
Currency translation differences (may be reclassified)
2 085
6 587
Total comprehensive income for the year
(11 947)
(19 024)
The notes on page 23-63 are an integral part of these consolidated financial statements.
19
SuperOffice Group - IFRS
Consolidated statement of financial position
All figures in TNOK
ASSETS
Note
31.12.2024
31.12.2023
Non-current assets
Deferred tax assets
12
1 110
324
Goodwill
6
671 901
669 847
Intangible assets
7
481 067
536 781
Tangible assets
8
18 486
19 776
Right-of-use assets
9
135 622
147 262
Other non-current assets
13
1 459
1 455
Total non-current assets
1 309 645
1 375 445
Current assets
Account receivables
13
21 793
32 346
Receivables on group companies
11
20 140
11 682
Prepaid income tax
12
1 104
656
Other current assets
13
19 972
25 543
Cash and cash equivalents
21, 22
154 930
67 496
Total current assets
217 940
137 722
TOTAL ASSETS
1 527 585
1 513 167
The notes on page 23-63 are an integral part of these consolidated financial statements.
20
SuperOffice Group - IFRS
Consolidated statement of financial position
All figures in TNOK
EQUITY AND LIABILITIES
Note
31.12.2024
31.12.2023
Equity
Share capital
17
90
90
Share premium
622 589
622 589
Total paid in capital
622 679
622 679
Retained earnings
(323 128)
(311 181)
Total equity
299 552
311 498
Non-current liabilities
Deferred tax liabilities
12
112 695
127 883
Pension liabilities
18
401
388
Non-current lease liabilities
9
115 666
127 087
Borrowings
16, 21
-
581 841
Total non-current liabilities
228 762
837 199
Current liabilities
Trade payable
19
19 170
19 130
Current income tax payable
12
20 773
12 538
Tax withholding and VAT
35 928
38 291
Prepayments from customers
19
262 147
227 890
Current share of borrowings
16, 21
583 583
-
Current lease liabilities
9
28 998
27 228
Other current liabilities
19
48 670
39 393
Total current liabilities
999 271
364 470
TOTAL EQUITY AND LIABILITIES
1 527 585
1 513 167
Oslo, 28 April 2025
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 note
s on page 23-63 are an integral part of these consolidated financial statements.
21
SuperOffice Group - IFRS
Consolidated statement of changes in equity
All figures in TNOK
Share
Share
Currency
Other
Total
capital
premium
difference
equity
equity
2024
Equity at 1 January
90
622 589
16 743
(327 924)
311 498
Profit (loss) for the period
-
-
-
(14 031)
(14 031)
Currency translation effects
-
-
2 085
-
2 085
Total comprehensive
income for the period
-
-
2 085
(14 031)
(11 947)
Transactions with owners in
their capacity as owners:
EQUITY AT 31 DECEMBER
90
622 589
18 828
(341 955)
299 552
Share
Share
Currency
Other
Total
capital
premium
difference
equity
equity
2023
Equity at 1 January
90
622 589
10 156
(302 313)
330 522
Profit (loss) for the period
-
-
-
(25 611)
(25 611)
Currency translation effects
-
-
6 587
-
6 587
Total comprehensive
income for the period
-
-
6 587
(25 611)
(19 024)
Transactions with owners in
their capacity as owners:
EQUITY AT 31 DECEMBER
90
622 589
16 743
(327 924)
311 498
The notes on page 23-63 are an integral part of these consolidated financial statements
.
22
SuperOffice Group - IFRS
Consolidated statement of cash flows
All figures in TNOK
Note
2024
2023
Cash flows from operating activities:
14
214 064
175 164
Interest paid on bond loan
10,16
(60 166)
(49 042)
Other interest paid
10
(6 339)
(5 729)
Income tax paid
(16 518)
(5 336)
Net cash generated from operating activities
131 041
115 058
Cash flows from investing activities:
Purchase of property, plant and equipment (PPE)
8
(4 936)
(10 900)
Development and purchase of intangible assets
6
(23 035)
(21 790)
Interest received
10
6 858
2 641
Net cash used in investing activities
(21 113)
(30 049)
Cash flows from financing activities:
Re-purchase of bond loan
16, 21
-
(43 266)
Payment of principal portion of lease liabilities
9
(23 840)
(21 293)
Net cash used in financing activities
(23 840)
(64 559)
Net (decrease)/increase in cash, cash
equivalents and bank overdrafts
86 087
20 450
Cash and cash equivalents at beginning of period
67 496
44 267
Exchange gains/(losses) on cash and bank
overdrafts
1 347
2 779
CASH AND CASH EQUIVALENTS AT END OF
YEAR
154 930
67 496
The notes on page 23-63 are an integral part of these consolidated financial statements.
23
Notes to the consolidated accounts
SuperOffice Group - IFRS
NOTE 1 – SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
1.0 GENERAL INFORMATION
SuperOffice Group AS is a limited liability company incorporated on 25 February 2020 and domiciled in
Norway. The SuperOffice Group comprises SuperOffice Group AS and all subsidiaries.
The 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 consolidated financial statements for the SuperOffice Group have been prepared in accordance
with IFRS® Accounting Standards as issued by the International Accounting Standards Board,
and Norwegian disclosure requirements listed in the Norwegian Accounting Act.
The consolidated financial statements have been prepared based on uniform accounting principles for
similar transactions and events under otherwise similar circumstances. The consolidated financial
statements are presented in Norwegian kroner (NOK).
1.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
No changes in IFRS effective for the 2024 financial statements are relevant this financial year. The
accounting policies adopted are consistent with those of the previous financial year.
1.3 FUNCTIONAL CURRENCY AND PRESENTATION CURRENCY
The functional currency is determined in each entity in the Group based on the currency within the
entity's primary economic environment. Transactions in foreign currency are translated to functional
currency using the exchange rate at the balance sheet date. At the end of each reporting period foreign
currency monetary items are translated using the closing rate, non-monetary items that are measured in
terms of historical cost are translated using the exchange rate at the date of the transaction and non-
monetary items that are measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was measured. Changes in the exchange rate are recognised
continuously in the accounting period.
The Group’s presentation currency is NOK. This is also the parent company’s functional currency.
Assets and liabilities 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”).
24
1.4 CONSOLIDATION PRINCIPLES
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when
the Group loses control of the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the parent of the Group. When necessary, adjustments are made to the financial statements of subsidiaries
to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and
liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group
are eliminated in full on consolidation.
1.5 THE USE OF ESTIMATES AND ASSESSMENT OF ACCOUNTING POLICIES WHEN
PREPARING THE ANNUAL ACCOUNTS
Management has used estimates and assumptions that have affected assets, liabilities, revenues, expenses
and information on potential liabilities. This particularly applies to the
depreciation of intangible assets and
impairment of goodwill. 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. Estimates and their underlying
assumptions are reviewed on a regular basis and are based on best estimates and historical experience.
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.
1.6 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
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
25
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
obligations are the actual usage of storage 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.
Interes
ts 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.
Signif
icant 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.
1.7 SEGMEN
TS
SuperOffice management operates under one segment: Development and sale of CRM software. The
segment is consequently equal to the ordinary consolidated income statement.
The Group’s Chief Operating Decision Maker is the executive management group consisting of the CEO,
CPTO, CFO, CSO and CMO.
All a
ctivities in the Group and the group structure are organised on development and sale of CRM Software,
and there are no other activities in which the Group earn revenue and incur expenses. The Group does not
produce reports related to other activities to the Group’s chief decision makers. All geographical areas are
measured at the same KPI and preform the same reporting. The strategies for the group in various areas
are made by the management group in Norway based on a risk assessment performed by the same
management. There is no discrete financial information available for other activities/segments There exists
no separate financing for any part of the Group, only on Group level for the entire SuperOffice Group.
26
1.8 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.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity
transactions.
1.9 TANGIBLE ASSETS
Tangible 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
Leasehold improvements lease period
1.10 INTANGIBLE ASSETS
Intangible assets are recognised in the balance sheet if there are probable future economic benefits that can
be attributed to the asset which is owned by the Group and the asset’s cost price can be reliably estimated.
Intangible assets with indefinite economic life are annually tested for impairment. Intangible assets with a
definite useful life are recognised at their cost price less accumulated depreciation and impairment losses.
Depreciation is carried out using the straight-line method over the estimated useful life. The amortisation
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.
27
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.
Software
Purchases of software licenses and the implementation cost of new standard software for internal use are
capitalised and reported as intangible assets. The software is depreciated over the expected useful life under
the straight-line method.
1.11 GOODWILL
Excess value arising upon a business combination 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. An impairment loss recognised for goodwill is not reversed in subsequent periods. Goodwill
is tested for impairment annually.
1.12 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.
28
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 100)
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 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 have any contracts with variable lease payments currently.
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.
29
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 lease costs 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.
1.13 CASH AND CASH EQUIVALENTS
Cash includes cash at hand and in the bank. Restricted cash are included in cash and cash equivalents.
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 recognises cost for a restructuring that is
within the scope of IAS 37 and involves the payment of terminations benefits.
1.15 GOVERNMENT GRANTS
Government grants are recognised when it is reasonably certain that the company will meet the conditions
stipulated for the grants and that the grants will be received. Operating grants are recognised systematically
during the grant period. Grants are deducted from the cost which the grant is meant to cover. Investment
grants are capitalised and recognised systematically over the asset’s useful life. Investment grants are
recognised either as deferred income or as a deduction of the asset’s carrying amount.
30
SuperOffice Group - IFRS
NOTE 2 – REVENUES FROM CONTRACTS WITH CUSTOMERS AND OPERATING EXPENSES
OPERATING INCOME GEOGRAPHICALLY
All figures in TNOK 2024 2023 Norway 262 161 252 556 Sweden 136 012 126 545 Netherlands 84 070 75 170 Germany 82 873 74 479 Denmark 71 790 62 278 Switzerland 33 193 34 548 Great Britain 13 888 13 715 Other 28 446 20 460 Total 712 434 659 750
63
,2% (61,7% in 2023) of the revenues are from customers outside of Norway. In 2024 the figures are
presented with a split on where the customers are, while the previous year the reported figures have been
based on which operating entity invoiced the customer. The comparative figures for 2023 have been updated
in order to reflect the change.
Rev
enues are recognised according to IFRS 15 and all revenues in the Group are from customer contracts.
OPERATING INCOME BY TYPE All figures in TNOK 2024 2023 Cloud subscriptions 506 783 442 546 Onsite Subscriptions 94 656 86 095 Maintenance and support 38 063 55 106 On-premises licenses 721 1 793 License revenue 640 222 585 541 Services 60 959 65 494 Metered Services 10 511 7 778 Other income 742 937 Total 712 434 659 750
TIMING OF REVENUE RECOGNITION All figures in TNOK 2024 2023 At a point in time 721 1 793 Over time 711 713 657 957 Total 712 434 659 750
31
ASSETS AND LIABILITIES RELATED TO CUSTOMER CONTRACTS
T
he 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) Super-
Office preforms under the contracts.
Contract liabilities consist of prepayments from customers. The cost to obtain a contract, 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 has partners selling SuperOffice products and some of these partners
receive a kick-back on the sale of licenses. The cost to obtain a contract is distributed over the committed
contract period. Prepaid contract costs are the cost of both prepaid commission to sales representatives and
kick-back to partners that are distributed over the contract period.
NET CONTRACT ASSETS/-LIABILITIES CONSISTS OF THE FOLLOWING: All figures in TNOK Note 2024 2023 Contract assets: Prepaid contract costs 13 5 902 4 423 Contract liabilities: Prepayments from customers 19 (262 147) (227 890)
T
he Group’s customer contracts are invoiced on the following intervals: monthly, quarterly, biannually and
annually. The invoicing period does not exceed 12 months. The prepayments from customers in the balance
sheet on 31 December 2024 will be recognized as revenue during 2025.
Pr
epayments from customers are presented net of the accounts receivable invoices which were unpaid on
the balance sheet date. In the annual report for 2023 the accounts receivable and prepayments were
presented as gross figures. The comparative figures for 2023 have been changed accordingly.
PREPAYMENTS FROM CUSTOMERS 2024 2023 Prepayment from customers - maintenance 230 - Prepayment from customers - subscriptions 260 432 227 444 Prepayment from customers - other 1 486 446 Total prepayments from customers 262 147 227 890
T
he balance of prepayments from customers have increased by TNOK 34 257 from year-end 2023 to year-
end 2024.The increase in prepayments from customers is corresponding with the increase in license
revenues in 2024.
32
OPERATING EXPENSES GEOGRAPHICALLY All figures in TNOK 2024 2023 Norway 289 880 243 638 Sweden 68 340 64 617 Denmark 31 582 29 356 Germany 36 034 36 415 Netherlands 42 613 36 380 Switzerland 22 792 30 590 Lithuania 37 824 33 893 Great Britain 42 4 728 Total 529 107 479 617
S
uperOffice Group - IFRS
NOTE 3 – PURCHASE OF MATERIALS AND SERVICES
All figures in TNOK 2024 2023 Direct operating cost 92 333 77 071 Third party consultants 8 087 7 944 Third party products 694 557 Other 817 779 Total 101 930 86 351
D
irect operating costs are related to agreed commissions to partners for their share of the recurring
revenues and the Groups’ hosting and operating costs of the Cloud platform.
33
SuperOffice Group - IFRS
NOTE 4 – PAYROLL AND RELATED EXPENSES
All figures in TNOK Note 2024 2023 Salaries and holiday pay 236 001 209 434 Bonuses 25 110 35 215 Payroll tax 37 109 34 953 Pension cost, defined benefit plans 18 2 993 3 402 Pension cost, defined contribution plans 18 15 759 16 289 Training and education employees 5 054 4 382 Recruitment costs 5 447 3 071 Other personnel expenses 13 013 13 804 Capitalised development cost - payroll and related expenses 7 (19 051) (18 050) Total payroll and related expenses 321 434 302 500 Average full-time employees 235 244 Absence due to sickness 2,5 % 2,6 %
S
uperOffice Group - IFRS
NOTE 5 – OTHER OPERATING EXPENSES
All figures in TNOK Note 2024 2023 Consultancy 33 606 26 174 Marketing 22 963 18 573 Location cost 10 100 10 599 Hosting of servers 3 556 3 764 Fixtures, not capitalised 1 803 1 717 Software costs 18 330 17 269 Office cost 2 382 2 328 Communication cost 3 109 2 807 Company car expenses 5 462 3 595 Travel expenses 6 645 5 714 Capitalised development cost - operating expenses 7 (3 983) (3 131) Total 103 973 89 407
34
SuperOffice Group - IFRS
NOTE 6 – GOODWILL AND IMPAIRMENT TESTING OF GOODWILL
All figures in TNOK 2024 Goodwill Cost at 1 January 668 318 Cost at 31 December 668 318 Acc. impairment at 31 December - Translation effects 3 583 Carrying amount at 31 December 671 901 2023 Goodwill Cost at 1 January 668 318 Cost at 31 December 668 318 Acc. impairment at 31 December - Translation effects 1 529 Carrying amount at 31 December 669 847
Im
pairment 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 SuperOffice InfoBridge B.V. on the 31 August 2020. SuperOffice InfoBridge 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.
Ab
out 75% of the total operating revenue from SuperOffice InfoBridge B.V are with other SuperOffice entities
and eliminated in the Group accounts. The entire goodwill is allocated to these two cash generating units.
InfoBridge is now fully integrated with the SuperOffice entities, but it remains a separate cash generating unit
because it was acquired separately. The book value of the InfoBridge goodwill was TNOK 57 462,2 on 31
December 2024.
The
goodwill is considered to be related to market presence in certain segments, market growth
opportunities, organization and assembled workforce. Impairment testing of the goodwill is carried out at the
end of the year for the cash generating units. Recoverable amount is determined based on an assessment
of the respective cash generating units’ value in use. The values in use are estimated based on discounting
expected future cash flows after tax, discounted at an appropriate discount rate after tax that takes into
account the maturity and risk. Recoverable amount will therefore demonstrate what the value of the asset is
expected to contribute to the business.
Cash flows:
Future cash flows are based on the budget for 2025 and forecasts for the four subsequent years. Cash flows
are determined based on historical figures for the cash generating units. For the period after 2029, 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
35
flow is 11,7% 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 2025-2029:
- R
evenues: 6% to 16% This varies between the entities.
- EBITDA margin: 25% - 30% for the group.
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. A 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.
T
he fair values calculated for goodwill are significantly above the carrying amounts of the goodwill.
T
he 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.
36
SuperOffice Group - IFRS
NOTE 7 – INTANGIBLE ASSETS
All figures in TNOK Customer Rental 2024 Technology BrandDevelopmentSoftwareTotalRelationships Agreement Cost at 1 January 367 980 305 155 29 700 34 200 59 450 2 160 798 645 Additions - - - - 23 035 -23 035Cost at 31 December 367 980 305 155 29 700 34 200 82 485 2 160 821 680Acc. amortisation and write downs at 1 January 134 699 111 622 -8 360 7 729 465 262 876Amortisation of the period 36 891 30 625 -2 280 9 070 492 79 358 Acc. amortisation and write downs at 31 December 171 590 142 247 -10 640 16 800 957 342 233 Translation effects 743 875 -- (1) 3 1 620 Carrying amount at 31 December 197 134 163 783 29 700 23 560 65 684 1 206 481 067 Rates of amortisation 10 % 10 % 6,7 % 20-33 %20-25 %Amortisation method Linear Linear N/A Linear LinearLinearEstimated useful life 10 years 10 years Indefinite 15 years 3-5 years 3-4 yearsCustomer Rental 2023 Technology BrandDevelopmentSoftwareTotalRelationships Agreement Cost at 1 January 367 980 305 155 29 700 34 200 38 269 1 551 776 855 Additions - - - - 21 181 609 21 790 Cost at 31 December 367 980 305 155 29 700 34 200 59 450 2 160 798 645 Acc. amortisation and write downs at 1 January 97 824 81 016 -6 080 446 102 185 468 Amortisation of the period 36 875 30 606 -2 280 7 284 363 77 408 Acc. amortisation and write downs at 31 December 134 699 111 622 -8 360 7 729 465 262 876 Translation effects 464 546 -- (1) 3 1 011 Carrying amount at 31 December 233 745 194 078 29 700 25 840 51 720 1 698 536 781 Rates of amortisation 10 % 10 % 6,7 % 20-33 %20-25 %Amortisation method Linear Linear N/A Linear LinearLinearEstimated useful life 10 years 10 years Indefinite 15 years 3-5 years 3-4 years
37
Customer Relationships
Customer Relationships of TNOK 359 700 are from the acquisition of SuperOffice on 8 May 2020 and TEUR
792 is from the purchase of SuperOffice InfoBridge B.V. on 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 lifetime was assessed to be 10 years for both assets.
Tec
hnology
The technology of TNOK 295 400 is from the acquisition 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
SuperOffice InfoBridge B.V. Useful lifetime for both assets were assessed to 10 years.
Br
and
SuperOffice was at the time of the acquisition 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 life.
The Relief from Royalty method has been applied to estimate the fair value of the brand name, and to perform
an impairment test for the brand name. The applied royalty rate is 0,5% based on industry knowledge. The
future cash flows used in the impairment test are the same as the cash flows used in the impairment test of
goodwill (note 6). The fair value calculated for brand is significantly above the carrying amount of the brand
in the balance sheet.
Rent
al 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.
Dev
elopment 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 G
roup capitalised TNOK 23 035 in development cost in 2024 and MNOK 21 181 in 2023. In 2024 the
Group recognised TNOK 93 829 as development cost in the in the consolidated income statement. The
development cost in 2023 amounted to TNOK 80 173. The development cost derives from SuperOffice AS,
SuperOffice Sweden AB, SuperOffice InfoBridge B.V. and UAB SuperOffice.
The costs of product development not fulfilling the criteria of capitalisation are expensed over the income
statement.
All figures in TNOK SPECIFICATION OF EXPENSED DEVELOPMENT COST 2024 2023 Wages and personnel expenses 62 276 52 028 Consultancy 17 392 15 126 Other operating expenses 14 161 13 018 Total 93 829 80 173
38
Software
Purchased standard software licenses for internal use and the costs related to the implementation of new
software for internal use.
Su
perOffice Group - IFRS
NOTE 8 – TANGIBLE ASSETS
All figures in TNOK 2024 Leasehold Operating TotalImprovements Equipment Cost at 1 January 1 297 49 939 51 236 Additions 519 4 417 4 936 Disposals -(69) (69) Cost at 31 December 1 816 54 286 56 102 Acc. Depreciation and write downs at 1 January 118 30 618 30 736 Depreciation of the year 310 6 242 6 552 Acc. Deprecation disposal -(52) (52) Acc. Depreciations and write down at 31 December 428 36 808 37 236 Translation effects 53 (433)(380)Carrying amount at 31 December 1 441 17 045 18 486Depreciation method: Linear Linear Useful life Lease period 3-10 years2023 Leasehold Operating Total Improvements EquipmentCost at 1 January 405 47 029 47 434 Additions 1 326 9 574 10 900 Disposals (434)(6 664) (7 098) Cost at 31 December 1 297 49 939 51 236 Acc. Depreciation and write downs on 1 January 384 30 496 30 880 Depreciation of the year 159 5 702 5 861 Acc. Deprecation disposal (425)(5 580) (6 005) Acc. Depreciations and write down on 31 December 118 30 618 30 736 Translation effects (1)(722) (723) Carrying amount on 31 December 1 178 18 598 19 776 Depreciation method: Linear Linear Useful life Lease period 3-10 years
39
SuperOffice Group - IFRS
NOTE 9 – LEASES
T
he Group leases several assets such as offices, cars and some office equipment. The contract of the
office in Oslo is reported separately due to the high value of the contract. The Group’s right-of-use assets
are categorized and presented in the table below.
The Group has entered into a new contract for additional office space in Vilnius in 2024. New contracts are
included in Additions in the table below. Adjustments of Office Oslo and Office Other are related to CPI
adjustments of the leases.
All figures in TNOK RIGHT-OF-USE ASSETS Office Motor Office Oslo Office Other Total 2024 Equipment Vehicles Balance on 1 January 100 035 36 828 777 9 621 147 262 Additions -4 710-5 667 10 377 Depreciations (8 651) (10 938)(227)(6 004) (25 820) Adjustments 1 898 446 -495 2 840 Terminations - - - (353)(353)Currency exchange differences -1 112 10 195 1 317Balance on 31 December 93 282 32 159 561 9 621 135 622 -125 440,9-560,7-9 620,7Lower of remaining lease term or useful life 15 years 1-10 years1-5 years1-4 yearsDepreciation method Linear LinearLinearLinearOffice Motor Office Oslo Office Other Total 2023 EquipmentVehicles Balance on 1 January 102 224 26 843 324 7 876 137 266 Additions -14 183 752 6 823 21 758 Depreciations (8 183) (10 313)(195)(5 610) (24 300) Adjustments 5 993 3 882 (113)45 9 807 Currency exchange differences -2 234 9 487 2 731 Balance on 31 December 100 035 36 828 777 9 621 147 262 Lower of remaining lease term or useful life 15 years 1-10 years1-5 years1-4 yearsDepreciation method Linear LinearLinearLinear
40
LEASE LIABILITIES
All figures in TNOK 2024 2023 Undiscounted lease liabilities and maturity of cash outflows Less than 1 year 29 595 27 800 1-5 years 74 354 78 212 More than 5 years 67 312 79 546 Total undiscounted lease liabilities at 31 December 171 260 185 558 Discounted lease liabilities included in the statement of financial position at 31 December 144 664 154 315 Current 28 998 27 228 Non-current 115 666 127 087 The weighted average incremental borrowing rate applied 3,87 % 3,87 % Summary of the lease liabilities 2024 2023 Lease liabilities at 1 January 154 315 141 721 New lease liabilities recognised in the year 10 357 21 758 Adjustments to lease liabilities 2 851 9 807 Cash payments for the principal portion of the lease liability (23 840) (21 293) Cash payments for the interest portion of the lease liability (6 175) (5 902) Interest expense on lease liabilities 6 175 5 902 Currency exchange differences 982 2 323 Total lease liabilities at 31 December 144 664 154 315 Current lease liabilities 28 998 27 228 Non-current lease liabilities 115 666 127 087 Total cash outflows for leases 30 015 27 195 Other lease expenses recognised in profit or loss: 2024 2023 Operating expenses related to short-term leases (including short-term value assets) 376 191 Operating expenses related to low value assets (excluding short-term leases included above) 129 177 Total lease expenses included in other operating expenses 505 369
Ex
tension 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. The offices in Stockholm and Gothenburg have contracts with automatic extensions for three
years unless the company or the lessee terminates the contract within specific dates.
41
SuperOffice Group – IFRS
NOTE 10 – FINANCE INCOME AND COSTS
All figures in TNOK NET FINANCIAL ITEMS CONSISTS OF: Note 2024 2023 Interest income: - Bank deposits 5 683 2 126 - From loans to related parties11 1 025 422 - Other interest income 149 93 Foreign exchange gains 1 346 2 507 Other financial income 25 136 Total financial income 8 228 5 284 Interest expense: - Bond loan16 67 900 64 354 - Interest expense/(income) from swap16, 21 (7 079) (12 615) - Interest lease agreements9 6 175 5 902 - Other interest expense 164 229 Foreign exchange losses 1 501 2 359 Reduction in fair value of financial instruments16, 18 7 004 9 608 Commitment fee on revolving credit facility16 356 1 072 Premium on buy-back of SuperOffice bonds16 -1 516Other financial expenses 4 491 3 644Total financial costs 80 513 76 068 Net financial items (72 285) (70 784)
42
Axcel
SuperOffice Group – IFRS
NOTE 11 – RELATED PARTIES
Below is an overview of the holding structure of the owners of the SuperOffice Group AS.
100%
100%
100%
93%
1%
26%
The minority share owners in SuperOffice Holding II AS and SO ESPSco AS are members of the board of
directors, executive management and key personnel in the Group.
The related parties of the SuperOffice Group are as follows:
- Key management personnel, close members of the family of a person and entities that are controlled
jointly by any of these. Key management personnel are defined as the board of directors and the
executive management. See note 20 for remuneration and fees to the board of directors and
executive management. The shares owned by key management personnel is also disclosed in note
20. The minority share holdings in the holding structure are held by the executive management,
board of directors and key employees.
- The companies in the holding structure SuperOffice Holding I AS, SuperOffice Holding II AS,
SuperOffice Holding III AS and SO ESPSco AS are all related parties. There are no employees in
these companies. SuperOffice AS have charged these companies TNOK 160 for accounting and
administrative work in 2024. The fee is calculated on a cost-plus basis. SuperOffice Group AS
calculates interest on the inter-company balances with the companies in the holding structure. The
interest rate is the average of the 3-month NIBOR + 2%.
- The subsidiaries of SuperOffice Group AS are related parties. The subsidiaries are listed in note 15.
Transactions and balances are eliminated in the consolidated financial statements and are not
disclosed in the group accounts. Refer also to note 7 for the parent company.
- Axcel holds 100% of the shares in SuperOffice Holding III AS and is the majority owner of the Group.
Axcel’s ownership of SuperOffice Holding III AS is divided between four funds; Axcel VI K/S 2 (66%),
Axcel VI KS (29%), Ax VI Management Invest II K/S (4%) and Ax VI Management Invest KS (1%).
There have not been any transactions with Axcel during the period.
- Companies in the Axcel portfolio are related parties to the Group. The Group has recognised Moment
A/S who is a part of the Edda Group in the Axcel portfolio. This company is a CRM customer in
SuperOffice Denmark A/S. The terms and prices are set on an arm-length basis. Transactions with
Moment A/S amounted to TNOK 227 in 2024.
SO ESPSco AS
SuperOffice
Holding III AS
SuperOffice Group AS
SuperOffice Holding
I AS
SuperOffice Holding
II AS
43
TRANSACTIONS WITH ASSOCIATED COMPANIES AND
RELATED PARTIES
All figures in TNOK 2024 2023 Operating income 387 639 Financial income 1 025 422 Receivables 20 020 11 682
Su
perOffice Group - IFRS
NOTE 12 – ACCOUNTING TREATMENT OF TAX
All figures in TNOK
INCOME TAX EXPENSE 2024 2023 Current tax on profits for the year: 14 538 31 419 Adjustment in respect of prior years (4)236Total current tax 14 534 31 655Change in deferred tax (1 190) (4 265) Total deferred tax (1 190) (4 265) Income tax expense 13 345 27 389
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 2024 2023 Profit before income tax (687)1779Estimated income tax at nominal rate (22%) (151)391Tax effects of: Non-deductible costs/income not subject to tax 13 195 23 678 Adjustments from previous years -236Tax rate differences -(2)Other 3 087 3087Tax charge 13 345 27 389
44
All figures in TNOK
DEFERRED TAXES 2024 2023 Deferred tax assets: Deferred tax assets to be recovered after more than 12 months 1 110 324 Deferred tax asset to be recovered within 12 months - - Total deferred tax asset 1 110 324 Deferred tax liabilities: Deferred tax liabilities to be recovered after more than 12 months 98 409 113 597 Deferred tax liabilities to be recovered within 12 months 14 286 14 286 Total deferred tax liability 112 695 127 883 Net deferred tax (111 585) (127 559) The gross movement on the deferred income tax account is as follows: 2024 2023 Net deferred tax at 1 January (127 559) (123 537) Income statement charge 16 555 (4 265) Exchange rate fluctuations (581)242Net deferred tax (111 585) (127 559)
45
DEFERRED TAX LIABILITIES Operating Intangible Gain/Loss Tax Equipment Assets Account Receivables Losses Other Total At 1 January 2023 1 684 114 568 28 89 -16 039132 407 Charged/(credited) to the income statement (120)(13 037)(5)(110)-8 942(4 330) Exchange differences (54)329(2)28-(495)(194) At 1 January 2024 1 510 101 85921 7-24 486127 883 Charged/(credited) to the income statement (490)(13 772)(4)34-(2 323)(16 555) Exchange differences (3)(558)- (12) (815)2 7561 367 At 31 December 2024 1 017 87 52917 28 (815)24 920112 695 DEFERRED TAX ASSETS Operating Intangible Gain/Loss Tax Equipment Assets Account Receivables Losses Other Total At 1 January 2023 63 - - - 8 641 167 8 872 Charged/(credited) to the income statement (2)-- -(8 618)24 (8 596) Exchange differences --- - - 48 48 At 1 January 2024 62 -- - 23 239 324 Charged/(credited) to the income statement 0 - - - (2) 2 0 Exchange differences - - - - 815 (29)786At 31 December 2024 62 - - - 837 211 1 110
Other deferred tax liabilities are mainly related to tax allocation reserve in SuperOffice Sweden and taxes on group contributions in the Norwegian
companies.
46
SuperOffice Group - IFRS
NOTE 13 – ACCOUNTS RECEIVABLE AND OTHER CURRENT AND NON-CURRENT ASSETS
Los
ses on accounts receivables and allowances for credit losses are classified as operating expenses in the
income statement. In 2024 TNOK 1 769 (TNOK 1 358 in 2023) has been charged to the income statement
as bad debt expenses.
Up until 2023 the Group has presented accounts receivable and prepayments from customers as gross
amounts. In the report for 2024 the prepayments from customers where the accounts receivable invoice had
not yet been paid at the balance sheet date, have been netted with the open accounts receivables. The
comparative figures for 2023 have been changed accordingly.
All figures in TNOK ACCOUNTS RECEIVABLE 2024 2023 Accounts receivables 23 689 34 086 Accounts receivables at 31 December 23 689 34 086 Allowance for credit losses at the beginning of the period (1 740) (826) Allowance for credit losses during the period (1 371) (1 919) Reversed allowance for credit losses during the period 1 215 1 005 Total allowance at 31 December (1 896) (1 740) Net accounts receivables at 31 December 21 793 32 346
M
aturities of accounts receivables as of 31 December, excluding impaired receivables were as follows:
All figures in TNOK AGING ACCOUNTS RECEIVABLE 2024 2023 Not Due 16 869 19 190 1-30 day5 262 9 523 31-60 days331 3 091 61-90 days199 295 > 91 days(868)247Total 21 793 32 346All figures in TNOK OTHER CURRENT ASSETS Note 2024 2023 Prepaid expenses 13 460 13 470 Fair value - interest swap 10, 21 -7 005Costs to obtain a contract 2 5 902 4 423Other current assets 610 646 Total other current assets 19 972 25 543
47
All figures in TNOK OTHER NON-CURRENT ASSETS 2024 2023 Deposits 1 100 1 097 Other long-term receivables 358 358 Total other non-current assets 1 459 1 455
SNOTE 14 – CASH GENERATED FROM OPERATIONS uperOffice Group - IFRS All figures in TNOK Note 2024 2023 Profit before income tax (724)1 779Adjustments for: Depreciations and amortisation 7, 8, 9 111 729 107 570 Finance costs 10 65 281 61 176 Change in retirement benefit obligations 18 13 47 Fair value gains on derivative financial instruments 10,13 7 004 9 608 Foreign exchange losses/(gains) on operating activities (156)148Changes in working capital (excluding the effects of exchange differences on consolidation): Trade and other receivables 13 10 553 (38 264) Trade and other payables 19 40 2 353 Movement in balances with group companies 19 (8 459) (10 692) Movement in other liabilities 19 28 746 41 439 Cash generated from operations 214 064 175 164
48
SuperOffice Group - IFRS
NOTE 15 – LIST OF SUBSIDIARIES
T
he following subsidiaries are included in the consolidated financial statements:
Proportion of Company Name Date of acquisition Business office 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 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%
S
uperOffice 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 company was closed down
in 2024.
SuperOffice Group - IFRS
NOTE 16 – BORROWINGS AND LEASE LIABILITIES
All figures in TNOK Interest Original payment Maturity Facility amount Interest frequency 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
B
ond 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.
49
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 G
roup pays a quarterly interest of 3 months NIBOR + 6,5% margin per annum on the bond loan. In 2024
interest and amortised cost of TNOK 67 900 were charged to the Income Statement (TNOK 64 354 in 2023).
The Group has paid interest of TNOK 65 639 to the bond holders in 2024 (TNOK 61 657 in 2023). The Group
received interest payments of TNOK 7 079 in 2024 (TNOK 12 615 in 2023) on the interest swaps securing
the interest rate on 2/3 of the bond loan. The Group had two interest swaps, one expired in February 2024
and the second expires in May 2024.
In t
he bond terms there is a call option for a voluntary redemption of the bond prior to 5 November 2025.
Su
perOffice 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 2024
May 2025
101,366%
May 2025
August 2025
100,683%
August 2025
November 2025 (maturity)
100,000%
The bo
nd terms also have a 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 2024.
There ar
e no financial covenants in the bond agreement.
Re-purc
hase and redemption of SuperOffice Group bond loan
In 2022 and 2023 the Group had excess liquidity re-purchased TNOK 123 000 at nominal value of the bond
loan. The re-purchases were all 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.
Th
e 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 remained at TNOK 700 000, and the share of the bond bought back may
be sold again if the Group wished to do so.
In Marc
h 2025, after the balance sheet date, SuperOffice Group AS exercise a call option to redeem TNOK
143 000 in nominal value of the outstanding bond loan at the price of 101,366%. This reduced the nominal
value of the loan to TNOK 587 000. A share of the re-purchased bonds was also redeemed and the after the
redemption the balance of the re-purchased bonds was reduced from TNOK 123 000 to TNOK 97 873.
50
Reconciliation of borrowings at face value and amortised cost in the balance sheet:
All figures in TNOK
Borrowings - Bond loan 2024 2023 Balance at 1 January 581 841 621 300 Cash changes: Payments of fees on loans (518)(402)Interest payments on the bond loan (65 639) (61 204)Re-purchase of bond loan at face value -(41 750)Re-purchase of bond loan - premium -(1 516)Non-cash changes: Interest and amortised cost 67 900 64 354Loss on re-purchase bond loan -1 060Total borrowings at 31 December 583 583 581 841
Revolving Credit Facility
SuperOffice Group AS has a revolving credit facility with a limit of TNOK 20 000 with Danske Bank. As on
31 December the Group has off-balance guaranties of TNOK 1 107 reducing the available revolving facility.
The guaranties are related to the office leases in Germany and Switzerland. The Group reduced the limit on
the revolving credit facility from TNOK 90 000 to TNOK 20 000 in March 2024.
The unused revolving credit facility was TNOK 18 893 on 31 December 2024. The group has charged
commitment fees of TNOK 383 related to the revolving credit facility to the financial expenses in 2024.
Lease liabilities
The SuperOffice Group had lease liabilities of TNOK 144 664 on 31 December 2024 (TNOK 154 315 on
31 December 2023). The lease liabilities are from the Group’s lease agreements on office location, cars,
and some office equipment.
On the next page 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.
51
All figures in TNOK 2024 2023 Lease liabilities at 1 January 154 315 141 721 Non-cash changes: Initial recognition of new lease liabilities 10 357 21 758 Lease modifications 2 851 9 807 Accrued interest 6 175 5 902 Foreign currency exchange translation effect 982 2 323 Cash changes: Payment of principal portion of lease liability (23 840) (21 293) Payment of interest on lease liability (6 175) (5 902) Total lease liabilities at 31 December 144 664 154 315
Supe
rOffice Group - IFRS
NOTE 17 – SHARE CAPITAL, SHAREHOLDERS AND DIVIDEND
As on 31
December 2024 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.
Su
perOffice Group AS has not paid any dividend to SuperOffice Holding I AS in 2023 or 2024. The company
will not propose to the General Assembly to pay a dividend in 2025.
Supe
rOffice 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 are as defined as contribution plans.
In ac
cordance with IAS 19 the Group has a defined benefit plan for 7 (8 in 2023) 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 is recognized with
TNOK 401 in the balance sheet on 31 December 2024.
Pen
sion plans in 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 2024 a total of 194 (192 in 2023) employees
had a defined contribution-based pension plan.
52
All figures in TNOK
BALANCE SHEET OBLIGATION 2024 2023 Defined benefit plan 401 388 Total balance sheet obligation 401 388 INCOME STATEMENT CHARGE: 2024 2023 Pension cost defined contribution plans 15 759 16 289 Pension cost defined benefit plans 2 993 3 402 Total income statement charge 18 752 19 691
Supe
rOffice Group - IFRS
NOTE 19 – TRADE PAYABLES, PREPAYMENTS FROM CUSTOMERS AND OTHER CURRENT
LIABILITIES
All figures in TNOK
TRADE PAYABLES 2024 2023 Accounts payable 19 170 19 130 Total trade payables 19 170 19 130 PREPAYMENTS FROM CUSTOMERS 2024 2023 Prepayment from customers - maintenance 230 - Prepayment from customers - subscriptions 260 432 227 444 Prepayment from customers - other 1 486 446 Total prepayments from customers 262 147 227 890 OTHER CURRENT LIABILITIES 2024 2023 Accrued expenses 6 777 6 169 Accrued salaries 23 231 14 885 Accrued vacation pay 18 537 18 240 Other current liabilities 126 97 Total other current liabilities 48 670 39 393
Pr
epayments from customers is presented excluding the prepayments from unpaid invoices at the balance
sheet date. This is a change from previous years and the comparative figures for 2023 have been changed
accordingly.
P495 #y
53
SuperOffice Group - IFRS
NOTE 20 - REMUNERATION AND FEES TO DIRECTORS, EXECUTIVES AND AUDITORS
All figures in TNOK REMUNERATION TO EXCECUTIVES Variable Benefits in Pension Severance Total Employee 2024 Salary pay kind cost pay remuneration tax Gisle Jentoft, Chief Executive Officer*) 2 064 247 146 55 3 510 6 023 849 Lars Engbork, Chief Executive Officer *) 2 200 1 106 3 242 -3 552 158 Guttorm Nielsen, Chief Product Officer 2 993 538 175 136 1 492 5 333 752 Thomas Rødseth, Chief Product Officer*) 333 20 2 23 - 379 53 Ole Erlend Vormeland, Chief Finance Officer 2 259 545 311 136 -3 250 458 Charlotte Adelgaard, Chief Revenue Officer*) 2 024 520 88 452 3 776 6 861 2 157 Bettina Berntsen, Chief Marketing Officer*) 1 210 138 14 114 -1 477 208 Camilla Heidenreich Bommen, Chief Solution Officer *) 1 280 75 129 96 -1 580 223 Total 14 364 3 189 868 1 255 8 778 28 454 4 859 Variable Benefits in Pension Severance Total Employee 2023 Salary pay kind cost Pay remuneration tax Gisle Jentoft, Chief Executive Officer 3 462 657 301 129 -4 548831 Guttorm Nielsen, Chief Product Officer 3 046 597 306 129 -4 078741 Ole Erlend Vormeland, Chief Financial Officer 2 301 605 309 129 -3 343601 Charlotte Adelgaard, Chief Revenue Officer 2 806 977 153 540 -4 4761 319 Total 11 613 2 836 1 068 927 -16 4453 493
*) Employee did not work full year in the executive management group
54
In 2024, the Group have had a number of changes to the executive management group. Gisle Jentoft who
had been CEO since 2006 left the company in May 2024 and Lars Engbork became CEO from June 2024.
Chief Product and Technology Officer Guttorm Nielsen stepped down at the end of 2024 and Thomas
Rødseth became the new CPTO from November 2024. CRO Charlotte Adelgaard left the company in
September 2024 and the role of Chief Revenue Officer in the executive management group will not be
replaced. Chief Marketing Officer Bettina Berntsen joined the executive management group when she joined
the SuperOffice in March 2024. Camilla Heidenreich Bommen started her position as Chief Solution Officer
in May 2024, transferring from her position as Country Commercial Director of SuperOffice Norge AS.
The
executive management group at year-end consists of Chief Executive Officer, Chief Product and
Technology Officer, Chief Financial Officer and Chief Marketing Officer and Chief Solution Officer.
At
the end of 2024, the SuperOffice Group had no outstanding share-based option schemes.
Chi
ef Executive Officer, Lars Engbork has a severance pay of the equivalent of 6 months’ salary and variable
salary in his contract. Chief Financial Officer Ole Erlend Vormeland 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.
BOARD OF DIRECTORS RENUMERATION
All figures in TNOK
Board Total Employee 2024 remuneration remuneration tax Klaus Holse, Chairman 550 550 78 Endre Rangnes, Board Member 275 275 39 Eilert Giertsen Hanoa, Board Member 275 275 39 Total 1100 1100 155 Board Total Employee 2023 remuneration remuneration tax Klaus Holse, Chairman 550 550 78 Endre Rangnes, Board Member 275 275 39 Eilert Giertsen Hanoa, Board Member 275 275 39 Total 1100 1100 155
The board members not included in the tables above did not receive any remuneration from the Group in
2023 or 2024.
55
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.
Shareholding in EXCECUTIVES Company SuperOffice Holding II AS Bright Side Invest Lars Engbork, Chief Executive Office *) Aps Gisle Jentoft, Chief Executive Officer Cavallo AS 1,1 % Guttorm Nielsen, Chief Product Officer Maud Invest AS 0,6 % Ole Erlend Vormeland, Chief Financial Officer OLEKA AS 0,4 % Camilla Heidenreich Bommen, Chief Solution Officer CABOM Holding AS 0,2 % Bettina Isabella Berntsen, Chief Marketing Officer Sona Invest AS <0,1% BOARD OF DIRECTORS Klaus Holse, Chairman KHABooM Aps 0,8 % Endre Rangnes, Board member 0,2 % Eilert Hanoa, Board member Glitrafjord AS 1,9 %
*) A cap
ital increase in SuperOffice Holding II AS in order to issue shares for CEO Lars Engbork was initiated
in 2024, but the shares were not registered in the company register (Brønnøysundregisterne) until January
2025. Lars Engbork has 0,3% of the shares in SuperOffice Holding II AS from 15 January 2025.
The execut
ives and members of the board of directed not listed above did not have shareholding in any of
the SuperOffice companies on 31 December 2024.
REMUNERATION TO THE AUDITORS All figures in TNOK 2024 2023 PWC Statutory audit 2 585 1 296 Other assurance services - - Other non-assurance services -1 219Tax consultant services 576 189Total remuneration to PWC 3 161 2 704Other auditors Statutory audit 400 398 Other assurance services - - Other non-assurance services 254 282 Tax consultant services 58 60 Total remuneration to other auditors 713 740
The amounts are excluding VAT
56
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 and Technology Officer, Chief Marketing Officer, Chief Financial Officer and Chief Solutions Officer.
The s
tatement 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.
- Benefits in kind correspond to benefits offered to all or parts of SuperOffice AS and include company
car, free mobile phones, paid internet connection, free newspapers, and accident and travel
insurance.
- The executive management of SuperOffice AS has no outstanding share options or subscription
rights.
- SuperOffice AS have a severance pay agreement with the Chief Executive Officer which applies
only if the employer terminates the employment contract. The Chief Executive Officer is entitled to
severance pay equivalent to 6 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. The Chief Financial Officer has a severance pay
agreement and is entitled to a severance pay of equivalent to 12 months’ salary.
- SuperOffice AS’s executive management is included in the general pension scheme that applies to
all SuperOffice AS employees. Former Chief Revenue Officer Charlotte Adelgaard is a Swedish
citizen and was employed by SuperOffice Sweden AB and she was on the same pension scheme
as the employees in SuperOffice Sweden AB.
57
SuperOffice Group - IFRS
NOTE 21 – FINANCIAL INSTRUMENTS
The Group’s principal liabilities are loans, 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
from time to time.
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.
The leasing agreements on the Groups’ office locations are subject to index or CPI adjustments. The
committed contract period on the leases varies from 3 to 15 year. The Group faces a risk of increased
outgoing cash flows and increased depreciations and interest expense on the office locations depending on
the development of the index or CPI. Adjustments of the leases also have an impact on the lease liabilities
and right-of-use asset in the balance sheet. The lease contract of the office in Oslo is the longest running
contract and the largest office and the lease is adjusted annually with CPI or a minimum of 2% annual
increase.
Int
erest 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.
At
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 bought back TNOK
123 000 during 2022 and 2023 which reduced the Group’s exposure to changes in the interest rate.
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 has been to fix the interest
rate at 2/3 of the loan, however the fixing of the interest expires before the end date of the bond 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 fixed the interest rate at
0,7401% until 5 February 2024 on TNOK 232 000 of the bond loan. The loan expires on 5 November 2025.
The interest rate swaps were recognised at fair value in the balance sheet (note 13). The fair value of the
swaps was TNOK 7005 at 31 December 2023. As both the swaps have expired during 2024 the balance
sheet value is zero at year-end 2004. The Group received TNOK 7 079 in payments on the swaps which
reduced the interest cost on the bond loan in 2024.
The Group does not use hedge accounting for the interest rate swaps.
58
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 Effect on profit Effect on pre-basis points before tax tax equity 2024 1 % (4 830) (4 830) 2024 2 % (9 660) (9 660) 2023 1 % (1 188) (1 188) 2023 2 % (2 365) (2 365)
F
oreign currency risk
SuperOffice Group is exposed to three types of foreign currency risk: transaction risk, economic risk and
translation risk.
Transaction risk is the risk faced by a company when making financial transactions between jurisdictions.
The risk is the change in the exchange rate before transactions settlement. The SuperOffice Group’s
operations are international in nature and 63,2% (61,7% in 2023) of the revenues in 2024 were in other
currencies than NOK. The risk relates primarily to Euro and Swedish and Danish Kroner. The Group is also
exposed to Swiss Francs and British Pounds – but to a less extent as both revenues and costs in in these
currencies constitutes a smaller share of the Group’s activities.
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 borrowing cost, the development
cost and central functions of the Group are mainly in Norway and the net income from the units in outside of
Norway needs to be exchanged to NOK to cover the costs in Norway. This constitutes a foreign currency
risk for the Group. The costs of Group’s CXC operations centre and development team in Lithuania carry
their costs in EUR and this has reduced the foreign currency risk as it has limited the need for conversion of
EUR to NOK.
T
he 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.
Adjustment in Effect on total Effect on All figures in TNOK exchange rates revenue EBITDA 2024 +10% (47 415) (21 103) 2024 -10% 47 421 21 823 2023 +10% (47 717) (19 600) 2023 -10% 44 387 19 056
Economic risk is the risk that a company’s market value is impacted by unavoidable exposure to exchange
rate fluctuations. The risk is usually created by macroeconomic conditions.
T
ranslation risk refers to the risk faced by a company headquartered domestically but conducting business
in a foreign jurisdiction, and of which the group’s financial performance is denoted in its domestic currency.
On 31 December 2024 the Group had accounts receivables of TNOK 16 185 in foreign currencies and the
effect of a 10% change in exchange rates would be TNOK 1 619. The Group had cash and cash equivalents
of TNOK 56 552 in foreign currencies at year-end 2024 and the effect of a 10% change in exchange rates
59
would be TNOK 5 655. The calculations are based on equal adjustments in all currencies. The Group has
not employed any financial instruments in order to secure the exchange rate risk in 2024 or 2023. The Group
had trade payables in of TNOK 4 362 in foreign currencies at year-end 2024 and the 10% change in the
exchange rate would be TNOK 436.
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.
S
urplus liquidity is primarily held as bank deposits, and the terms of the deposits are monitored on a
continuing basis. In 2022 and 2023, excess liquidity was used to buy back a total of TNOK 123 000 of the
bond loan. The bond loan expires in November 2025.
T
he table below sets out the maturity profile of the Group’s financial liabilities on contractual undiscounted
payments:
All figures in TNOK
Less than 1-22-5More than 31 December 2024 1 year years years 5 years Total Financial liabilities Bond loan - net amount 577 000 - - - 577 000 Interest on bond loan 61 578 - - - 61 578 Lease obligations 29 595 25 374 48 979 67 312 171 260 Trade payable 19 170 - - - 19 170 Total 687 343 25 374 48 979 67 312 829 008 Less than 1-22-5More than 31 December 2023 1 year years years 5 years Total Financial liabilities Bond loan - net amount -577 000 - - 577 000 Interest on bond loan 65 551 65 515 - - 131 065 Lease obligations 27 800 25 452 52 760 79 546 185 558 Trade payable 19 130 - - - 19 130 Total 112 481 667 967 52 760 79 546 912 754
Cr
edit 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 access to the system if the invoice has not been paid. SuperOffice
invoices a majority of the subscription agreements on 12 months intervals.
60
On 31 December 2024 the Group had 78 customers with outstanding accounts of more than TNOK 1 000
each and this amounted to approximately 38% of the outstanding receivables. There were 19 customers with
balances between TNOK 500 and TNOK 1 000 which amounted to 14% of the accounts receivable. The
remaining 48% of the accounts receivable were divided between 1 435 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 has historically had
low losses on bad debt.
A
n 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
conditions. Generally, accounts receivable is 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.
T
he 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 31 December 2024 Current <30 days 30-60 days 61-90 days>91 daysTotal Trade receivables Expected credit loss rate 2 % 2 % 4 % 4 % 21 % Estimated total gross carrying amount at default 37 746 17 380 4 911 1 926 2 741 64 704 Expected credit loss 781 359 203 80 567 1 990 Days past due 31 December 2023 Current <30 days 30-60 days 61-90 days>91 daysTotal Trade receivables Expected credit loss rate 1 % 1 % 3 % 19 % 13 % Estimated total gross carrying amount at default 65 621 29 305 7 671 745 4 383 107 725 Expected credit loss 514 265 226 144 590 1 739
61
CATEGORIES OF FINACIAL ASSETS AND FINANCIAL LIABILITIES
All figures in TNOK
Financial Financial instruments instruments at at fair value through 31 December 2024 amortised cost profit and loss Total ASSETS Debt instruments Other non-currents assets 1 459 -1 459Accounts receivables 21 793 -21 793Receivables on group companies 20 140 -20 140Cash and cash equivalents 154 930 -154 930Total financial assets 198 322 -198 322LIABILITIES Interest bearing loans and borrowings Bond loan 587 053 -587 053Lease obligations 144 664 -144 664Other financial liabilities Trade payables 19 170 -19 170Total financial liabilities 750 887 -750 887Financial Financial instruments instruments at at fair value through 31 December 2023 amortised cost profit and loss Total ASSETS Derivatives Interest rate swaps - 7 005 7 005 Debt instruments Other non-currents assets 1 455 -1 455Accounts receivables 32 346 -32 346Receivables on group companies 11 682 -11 682Cash and cash equivalents 67 496 -67 496Total financial assets 112 979 7 005 119 984LIABILITIES Interest bearing loans and borrowings Bond loan 586 891 -586 891Lease obligations 154 315 -154 315Other financial liabilities Trade payables 19 130 -19 130Total financial liabilities 760 336 -760 336
T
he interest rate swap was included in Other current asset in the balance sheet on 31 December 2023.
T
he fair value of Borrowings on 31 December was TNOK 587 053 (TNOK 586 891 in 2022), the accrued
interest has been calculated with an interest rate of 11,02% (11,22% in 2023).
T
he 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. Accounts receivables are shown as a net amount reduced
by prepayments from customers of the outstanding invoices on the balance sheet date.
62
Accounts receivable at year-end which were also a prepayment from customers are shown as net amount.
The comparative figures for 2023 in the table below have been changed from gross to net figures. The
carrying amounts of the Group’s accounts receivables and payables are denominated in the following
currencies.
All figures in TNOK ACCOUNTS RECEIVABLE 2024 2023 NOK 5 608 8 478 EUR 10 021 9 924 SEK 3 373 9 858 DKK 1 323 2 896 Other currencies 1 468 1 190 Total accounts receivable 21 793 32 346 TRADE PAYABLE 2024 2023 NOK 14 808 13 366 EUR 133 686 SEK 2 839 4 310 DKK 312 293 Other currencies 1 078 474 Total accounts payable 19 170 19 130
The list below analyses financial instruments carried at fair value, by valuation method. The different levels
have been defined as follows:
- Q
uoted 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, unobservabl
e
inputs). (Level 3).
Clim
ate risk
As a software company that serves customers across various sectors and regions, we are exposed to both
physical and transitional climate risks that could affect our business performance and reputation. Physical
risks include the possibility of disruptions to our operations or supply chain due to extreme weather events,
such as floods, storms, heat waves or droughts, or the increased risk of cyberattacks due to higher
temperatures and humidity. Due to the natural low complexity of both our operation and our supply chain,
the risk of large impact on our business is low, but this is included in our yearly risk assessment.
Transitional risks include the potential impact of changes in regulations, markets, technologies or customer
preferences on the demand for our products and services, the cost of our inputs, or the competitiveness of
our offerings. The risk related to this is also low, but still more relevant than that of physical risks. For
example, we could face higher compliance costs, lower revenues, or reduced market share if our products
and services are not aligned with the evolving requirements and expectations of our customers, regulators,
investors and other stakeholders. Due to this risk, the company developed a sustainability strategy which we
are executing, in addition to staying on top of relevant regulatory requirements that affect the company.
On the other hand, climate change also presents opportunities for us to create value for our customers and
society, as well as to differentiate ourselves from our competitors. As a software company, we have a low
63
carbon footprint compared to other industries. We can further reduce our emissions by improving our energy
efficiency, increasing our use of renewable energy, and offsetting our remaining emissions – all of which are
covered by our sustainability strategy. We can also leverage our technological capabilities and domain
expertise to develop and deliver solutions that help our customers and society reduce their GHG emissions,
adapt to the effects of climate change, and achieve their sustainability goals. For example, we provide
solutions that enable our customers to optimize their processes, improve their customer relationships and
enhance their data security. By doing so, we strengthen our customer loyalty, expand our market reach,
increase our innovation potential, and enhance our brand reputation.
SuperOffice Group - IFRS
NOTE 22 – RESTRICTED CASH
The cash and cash equivalents in the balance sheet consists of free and restricted cash and cash
equivalents. The restricted cash was TNOK 5 101 at 31 December 2024 (TNOK 4 568 in 2023) and it is the
deposits in the bank accounts for withholding taxes related to payroll in the Norwegian entities.
SuperOffice Group - IFRS
NOTE 23 – SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
Axcel VI K/S, a private equity fund managed by Axcel Management A/S ("Axcel"), and the majority
shareholder of the SuperOffice Group (the "Group"), initiated a strategic review of the Group's future
ownership in 2024. As a result of this review, Axcel prepared for a transaction involving a sale of the Group
to a newly established acquisition vehicle, Ax INV1 Holding AS, which is also controlled by funds managed
by Axcel (the "Transaction").
Following completion of the Transaction, which is subject to the satisfaction of certain conditions precedent,
the Group will remain under Axcel's control. On 17 April 2025, Ax INV1 Holding AS signed an agreement to
acquire SuperOffice Holding III AS, the ultimate Norwegian holding company in the Group. The Transaction
is anticipated to be completed by the end of May 2025.
To partially finance the acquisition, Ax INV1 Holding AS announced in February 2025 that it had
successfully placed a new senior secured bond issue of NOK 1 100 million, with a tenor of 5 years and a
coupon of 3-month NIBOR + 3.75% p.a.
In connection with the Transaction, the Group's existing senior secured bonds – originally issued by
SuperOffice Group AS in the nominal amount of NOK 700 million, maturing in November 2025 (ISIN
NO0010900129) – will be redeemed, subject to one or more separate call notices being issued.
On 11 March 2025 SuperOffice Group AS submitted a call notice to redeem NOK 143 million of the existing
bonds at a price of 101,366% of the nominal value. Following this redemption, the remaining nominal
balance of the existing bond is NOK 557 million.
The redemption included a portion of the Group's own previously repurchased bonds. Before the
redemption, the Group had repurchased NOK 123 million of the existing bonds. Following the redemption,
the Group holds NOK 97,873 million of the existing bonds in nominal value.
64
FINANCIALS – SUPEROFFICE GROUP AS - NGAAP
SuperOffice Group AS
In
come statement
All figures in TNOK Note 2024
2023
OPERATING EXPENSES
Payroll and related expenses 2 1 258 1 253
Other operating expenses 3 7 734 1 167
Total operating expenses 8 992 2 419
Operating profit (8 992) (2 419)
FINANCIAL ITEMS
Finance income 192 805 51 984
Finance expense (77 659) (70 584)
Net financial items 4 115 145 (18 601)
Profit before income tax 106 154 (21 020)
Income tax expense 5 14 620 5 783
Profit for the year 91 533 (26 803)
ATTRIBUTABLE TO
Retained Earnings 91 533 (26 803)
Sum 91 533 (26 803)
65
SuperOffice Group AS - NGAAP
Balance sheet - assets
All figures in TNOK Note 2024 2023
ASSETS
Non-current assets
Investments in subsidiaries 6 1 085 836 1 085 836
Total non-current assets 1 085 836 1 085 836
Current assets
Receivables on Group companies 7 27 335 63 170
Other currents assets 8 1 693 7 533
Total other current assets 29 028 70 703
Cash and cash equivalents 9 228 127
Total current assets 29 255 70 830
TOTAL ASSETS 1 115 091 1 156 666
66
SuperOffice Group AS – NGAAP
Balance sheet – equit
y and liabilities
Oslo, 28 April 2025
Kl
aus 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
All figures in TNOK Note
2024 2023
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 (107 967) (199 500)
Total retained earnings (107 967) (199 500)
Total equity 11 514 712 423 179
LIABILITIES
Deferred tax 5 423 1 230
Borrowings 12 - 581 841
Total other long term liabilities 423 583 071
Current liabilities
Current share of borrowings 583 583 -
Payable to group companies 7 - 149 550
Trade creditors 631 454
Taxes payable 15 427 -
Other current liabilities 314 412
Total current liabilities 599 956 150 416
Total liabilities 600 379 733 487
TOTAL EQUITY AND LIABILITIES 1 115 091 1 156 666
67
SuperOffice Group AS – NGAAP
Cash fl
ow statement
All figures in TNOK Note 2024 2023
CASH FLOW FROM OPERATIONS:
Profit/(loss) before taxation 106 154 (21 020)
Adjustment for profit and loss items without cash effect 8 804 14 188
Change in trade payables 178 (518)
Changes in other current assets and other liabilities (141 413) (3 887)
Net cash flow from operations (26 278) (11 237)
CASH FLOW FROM FINANCING ACTIVITIES:
Re-purchase of bond loan 12 - (43 266)
Outflow due to group companies loans 7 (8 339) (10 692)
Inflow due to group companies loans 7 34 791 64 870
Net cash flow from financing activities 26 453 10 912
Exchange gain/loss on cash (74) (2)
Net change in bank deposits, cash and equivalents 101 (328)
Bank deposits, cash and equivalents at 1 January 127 455
Bank deposits, cash and equivalents at 31 December 228 127
68
Notes
SuperOffice Group AS – NGAAP
NOTE 1 - ACCOUNTING PRINCIPLES
1.0 GENERAL
SuperOffice Group AS was incorporated on 25 February 2020 and is domiciled in Norway. The Financial
Statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted
accounting principles.
1.1 FOREIGN CURRENCY
Monetary items are translated using the exchange rates at the balance sheet date.
1.2 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.
C
urrent 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.
D
ividends, 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 RE
CEIVABLES
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.
69
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.
SuperOffice Group AS - NGAAP
NOTE 2 - PAYROLL AND COMPENSATION TO THE BOARD OF DIRECTORS
All figures in TNOK
PAYROLL AND RELATED EXPENSES
2024
2023
Remuneation to the Board of Directors
1 100
1 100
Payroll tax
158
153
Total
1 258
1 253
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.
SuperOffice Group AS - NGAAP
NOTE 3 – AUDIT FEES AND OTHER OPERATING EXPENSES
All figures in TNOK
AUDIT FEES AND OTHER OPERATING EXPENSES 2024 2023
Statutory audit 857 507
Auditor - other assurance services - -
Auditor - other non-assurance services - 28
Auditor - tax consultancy services 69 49
Total audit fees 926 584
Legal fees 55 310
Consultancy fees 6 037 250
Operating expenses 717 85
Total consultancy and operating expenses 6 808 646
Total other operating expenses 7 734 1 230
70
SuperOffice Group AS - NGAAP
NOTE 4 – FINANCIAL ITEMS
FINANCIAL INCOME Note 2024 2023
Group contribution from SuperOffice AS 7 191 656 51 489
Interest income from group companies 7 1 025 422
Other interest income 125 73
Total financial income 192 806 51 984
FINANCIAL EXPENSE Note
2024 2023
Interest paid to group companies 7 9 322 6 814
Interest expenses and fees on credit facility 253 748
Interest expense bond loan 12 60 821 51 739
Foreign exchange losses 76 2
Reduction in value of financial instruments 8 7 004 9 608
Other financial expenses 185 1 674
Total financial expenses 77 661 70 584
NET FINANCIAL ITEMS 115 145 (18 601)
71
SuperOffice Group AS – NGAAP
NOTE 5 – TAX
Figures in TNOK
2024
2023
Tax payable - -
Deferred tax liabilities (423) (1 230)
THIS YEAR INCOME TAX CONSISTS OF 2024
2023
Tax payable 15 427 -
Changes in deferred tax (807) 5 783
Total tax cost/income 14 620 5 783
CALCULATION OF THIS YEARS TAX BASIS: 2024
2023
Net profit/loss before tax expense 106 154 (21 020)
Permanent differences (39 698) 46 236
Tax basis for the year 66 455 25 216
Changes in temporary differences 3 669 1 606
Changes in losses carried forwards - (26 823)
Tax basis for the year 70 124 -
SPECIFCATION OF NON-DEDUCTIBLE EXPENSES/NON-TAXABLE INCOME
Losses carried forward - 26 823
Amortisation of loan expenses (3 669) (1 606)
Correction from last year - 1 073
Total (3 669) 26 289
Deferred tax liability (asset) (807) 5 783
Deferred tax as of 31 December 2024have been calculated at a tax rate of 22%.
The effect on the current year's tax expense is TNOK -807:
2024
2023
106 154 (21 020)
23 354 (4 624)
Profit before tax
22% tax of net profit before tax
Permanent differences (22 %)
(8 734) 10 172
Correction of tax payable from prior period - 236
Calculated tax expense 14 620 5 783
Effective tax rate 14 % -28 %
EXPANATION OF WHY THIS YEAR'S TAX EXPENSE IS NOT 22%
OF NET PROFIT/(LOSS) BEFOR TAX:
72
SuperOffice Group AS - NGAAP
NOTE 6 – SUBSIDIARIES
Sh
ares in subsidiary owned directly by SuperOffice Group AS:
The i
nvestment 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):
Com
pany 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 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%
Figures in TNOK
SuperOffice AS
Year of
acquisition 2020
Business Location Oslo
Ownership percentage 100 %
Share Capital 31.12.2024 13 673
Profit 2024 122 425
Book value 31.12.24 1 085 836
73
SuperOffice Group AS - NGAAP
NOTE 7 – RELATED PARTY TRANSACTIONS
S
uperOffice 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.
S
uperOffice 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.
B
oard of Directors
Information about remuneration and shareholdings of the board of directors, please see note 20 in the
consolidated group accounts.
A
xcel
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 2024 and 2023. Axcel
has not provided any services to SuperOffice Group in 2024 or 2023.
All figures in TNOK
INTERCOMPANY BALANCES WITH RELATED PARTIES
2024
Payables Paid Interest
SuperOffice AS 184 341 9 322
Total 184 341 9 322
2023
Payables Paid Interest
SuperOffice AS 149 550 6 814
Total 149 550 6 814
2024
Short Term
Receivables
Charged
Interest
SuperOffice AS, group contribution 191 656 -
SuperOffice Holding I AS 480 28
SuperOffice Holding II AS 1 300 76
SuperOffice Holding III AS 18 240 921
Total 211 676 1 025
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
74
SuperOffice AS has charged SuperOffice Group AS TNOK 250 in both 2024 and 2025 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.
Super
Office Group AS - NGAAP
NOTE 8 – OTHER CURRENT ASSETS
Supe
rOffice 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 Note 2024
2023
5 - 7 005
Prepayments and other current assets 1 693 528
Total 1 693 7 533
Fair value of financial instruments
All figures in TNOK
CASH AND CASH EQUIVALENTS 2024
2023
Free cash and cash equivalents 222 123
Restricted cash and cash equivalents 6 4
Total cash and cash equivalents 228
127
75
SuperOffice Group AS - NGAAP
NOTE 10 – SHARE CAPITAL AND SHAREHOLDERS
Super
Office 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 31.12.24.
There has been no changes in the shares or ownership of the company in 2024.
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
2024
capital reserve equity
90 622 589 (199 500) 423 179
- - 91 533 91 533
90 622 589 (107 967) 514 712
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
Equity as of 01.01.2024
Net profit/loss for the year
Equity as of 31.12 2024
Equity as of 01.01.2023
Net profit/loss for the year
Equity as of 31.12 2023
76
SuperOffice Group AS – NGAAP
NOTE 12 - 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 - 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
Bo
nd 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 G
roup pays a quarterly interest of 3 months NIBOR + 6,5% margin per annum on the bond loan. In 2024
interest and amortised cost of TNOK 67 900 were charged to the Income Statement (TNOK 64 354 in 2023).
The Group has paid interest of TNOK 65 639 to the bond holders in 2024 (TNOK 61 657 in 2023). The Group
received interest payments of TNOK 7 079 in 2024 (TNOK 12 615 in 2023) on the interest swaps securing
the interest rate on 2/3 of the bond loan. The Group had two interest swaps, one expired in February 2024
and the second expires in May 2024.
In t
he bond terms there is a call option for a voluntary redemption of the bond prior to 5 November 2025.
Su
perOffice 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 2024
May 2025
101,366%
May 2025
August 2025
100,683%
August 2025
November 2025 (maturity)
100,000%
The
bond terms also have a 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 l
oan 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 2024.
Ther
e are no financial covenants in the bond agreement.
77
Re-purchase and redemption of SuperOffice Group bond loan
In 2022 and 2023 the Group had excess liquidity, and the Group has re-purchased TNOK 123 000 at nominal
value of the bond loan. The re-purchases were all 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.
Th
e 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 remained at TNOK 700 000, and the share of the bond bought back may
be sold again if the Group wished to do so.
In M
arch 2025, after the balance sheet date, SuperOffice redeemed TNOK 143 000 in nominal value of the
outstanding bond loan at the price of 101,366%. This reduced the balance of the loan to TNOK 587 000. A
share of the re-purchased bonds was redeemed and the after the redemption the balance of the re-
purchased bonds was reduced from TNOK 123 000 to TNOK 97 873.
Rec
onciliation of borrowings at face value and amortised cost in the balance sheet:
All figures in TNOK
Borrowings - Bond loan
2024
2023
Balance at 1 January
581 841
621 300
Cash changes:
Payments of fees on loans
(518)
(402)
Interest payments on the bond loan
(65 639)
(61 204)
Re-purchase of bond loan at face value
-
(41 750)
Re-purchase of bond loan - premium
-
(1 516)
Non-cash changes:
Interest and amortised cost
67 900
64 354
Loss on re-purchase bond loan
-
1 060
Total borrowings at 31 December
583 583
581 841
Rev
olving Credit Facility
SuperOffice Group AS has a revolving credit facility with a limit of TNOK 20 000 with Danske Bank. As of 31
December, the Group has off-balance guaranties of TNOK 1 107 reducing the available revolving facility.
The guaranties are related to the office leases in Germany and Switzerland. The revolving credit facility was
reduced from TNOK 90 000 to TNOK 20 000 in March 2024.
The
unused revolving credit facility was TNOK 18 893 on 31 December 2024. SuperOffice Group AS has
charged commitment fees of TNOK 383 related to the revolving credit facility to the financial expenses in
2024.
78
SuperOffice Group AS - NGAAP
NOTE
13 – OTHER CURRENT LIABILITIES
All figures in TNOK
OTHER CURRENT LIABILITIES Note 2024 2023
Accrued expenses
314
412
Total
314
412
SuperOffice Group AS - NGAAP
NOTE 14 - EVENTS AFTER THE BALANCE SHEET DATE
Axcel VI K/S, a private equity fund managed by Axcel Management A/S ("Axcel"), and the majority
shareholder of the SuperOffice Group (the "Group"), initiated a strategic review of the Group's future
ownership in 2024. As a result of this review, Axcel prepared for a transaction involving a sale of the Group
to a newly established acquisition vehicle, Ax INV1 Holding AS, which is also controlled by funds managed
by Axcel (the "Transaction").
Following completion of the Transaction, which is subject to the satisfaction of c
ertain conditions precedent,
the Group will remain under Axcel's control. On 17 April 2025, Ax INV1 Holding AS signed an agreement to
acquire SuperOffice Holding III AS, the ultimate Norwegian holding company in the Group. The Transaction
is anticipated to be completed by the end of May 2025.
To partially finance the acquisition, Ax INV1 Holding AS announced in February 2025 that it had
successfully placed a new senior secured bond issue of NOK 1 100 million, with a tenor of 5 years and a
coupon of 3-month NIBOR + 3.75% p.a.
In connection with the Transaction, the Group's existing senior secured bonds – originally issued by
SuperOffice Group AS in the nominal amount of NOK 700 million, maturing in November 2025 (ISIN
NO0010900129) – will be redeemed, subject to one or more separate call notices being issued.
On 11 March 2025 SuperOffice Group AS submitted a call notice to redeem NOK 143 million of the existing
bonds at a price of 101,366% of the nominal value. Following this redemption, the remaining nominal
balance of the existing bond is NOK 557 million.
The redemption included a portion of the Group's own previously repurchased bonds. Before the
redemption, the Group had repurchased NOK 123 million of the existing bonds. Following the redemption,
the Group holds NOK 97,873 million of the existing bonds in nominal value.
79
RESPONSIBILITY STATEMENT
We confirm that, to the best of our knowledge, the consolidated financial statements for the year ended 31
December 2024 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 2024 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, 28 April 2025
Sign S
ign Sign
Klau
s Holse Christian Bamberger Bro Björn Erik Larsson
Chairman Deputy Chairman Board Member
Sign S
ign
Eil
ert Hanoa Lars Engbork
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 2024, 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 consolidated statement of financial position as at 31 December 2024, the
consolidated income statement, statement of comprehensive income, consolidated statement of
changes in equity and consolidated 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 2024, 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 2024, 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 SuperOffice Group AS for 5 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
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 671 901 and 481
067 respectively. No impairment charge was
recognised in 2024. 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. 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 forecast 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 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 performing a sensitivity test
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.
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
3 / 5
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 Directors' report applies correspondingly to the statement on Corporate
Governance.
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.
• 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
4 / 5
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-2024-12-31-0-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.
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
5 / 5
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 29 April 2025
PricewaterhouseCoopers AS
Øystein Blåka Sandvik
State Authorised Public Accountant
(This document is signed electronically)
Signers:
Name
This document package contains:
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This le is sealed with a digital signature.
The seal is a guarantee for the authenticity
of the document.
Method
Date
2025-04-29 22:01
BANKID
Sandvik, Øystein Blåka
Auditors report - SuperOffice Group AS (and gro...
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