ANNUAL REPORT 2022
2
Contents
Letter from the CEO ...........................................................................................................................................................................3
Key figures ............................................................................................................................................................................................5
Statement of the Board of Directors ............................................................................................................................................6
Sustainability at SmartCraft ..............................................................................................................................................................11
Board of Directors report on Corporate Governance ..............................................................................................................16
Statement Of Compliance ..............................................................................................................................................................22
Consolidated Financial Statements ................................................................................................................................................23
Notes .....................................................................................................................................................................................................29
Alternative Performance Measures (APMs) .................................................................................................................................66
Financial statements - SmartCraft ASA .........................................................................................................................................68
Audit report ..........................................................................................................................................................................................83
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Letter from the CEO
We are happy to say that we in 2022
delivered well on the goals we set out despite
turbulences caused by the pandemic, global
supply chain issues, high energy prices,
and the war in the Ukraine. We have grown
revenues and margins strongly, executed
value-accretive acquisitions, established
a strong commercial country-based
organization, and aligned our development
strategy towards domains to enable further
growth and to utilize our scalable technology
platform “SmartCraft Core”.
Our digital solutions ease business for construction
companies and craftsmen. We free up time for construction
companies, so they can generate additional revenue or
simply spend more precious quality time with their families.
SmartCraft offers best of breed software. We have a proud
history going back to 1987 and we have deep competence in
the niches we focus on. Our dedicated employees develop
solutions to solve the specific needs of different niches
in the construction industry like electricians, plumbers,
painters and general contractors. Our solutions are available
on most devices to suit our customer needs. We support
smartphones and tablets for workers out in the field and
have a rich web client for people that work at the office.
SmartCraft recognizes that sustainability is a strategic area
and that SmartCraft and our solutions can play an important
role in this field. We will in 2023 evaluate how the Group
and our solutions can contribute to making the construction
industry more sustainable and we will analyze the impact
in different areas and set ESG targets for the areas with the
highest impact.
We still see that many small and medium sized construction-
and craftsmen companies have a huge potential for
digitalization. In fact, this industry is among the least
digitalized. It is our firm belief that construction companies
prioritizing to digitalize and modernize their business
processes will be the future winners in the construction
industry. At the same time, it is a fact that our take rate of the
customer’s wallet is very low.
The markets we operate in today are expected to grow 15
percent annually in the period 2020-2025 and the potential
market size in the Nordics is estimated to be above NOK 10
billion. We are deeply committed to remain a leading player
and a driving force in the industry going forward.
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We are pleased to deliver on our guiding of 15-20 percent
organic growth and increasing margins in seven consecutive
quarters since the IPO in June 2021. We believe this shows
the solidity of our business model and that our solutions
have a good fit in the market.
Our teams focus on creating great marketing initiatives to
be visible and present in the market and to create effective
customer lead generation. Efficient marketing combined with
strong sales execution gives us a 61 percent sales conversion
rate from “a customer meeting to a closed sale” in 2022, up
from 55 percent in 2020.
Annual Recurring Revenue (ARR) is our main performance
indicator, as it measures our level of repetitive revenue. In
2022 ARR increased organically by 17 percent and we see
an ARR of NOK 318 million at the end of the year. The strong
growth combined with a stable low churn level at 6 percent
and the fact that 96 percent of our revenue is recurring
puts us in a very good position for continued growth. Our
adjusted EBITDA margin in 2022 was 39 percent, in line with
our medium-term guiding. The Group has a solid financial
position. We are net cash positive and have a negative net
working capital that contribute to the operating cash flow.
SmartCraft has a positive cash contribution from operations
every year and every quarter.
Acquisitions are an important part of our strategy to gain
market share and new functionality, and in addition to
organic growth, we acquired the Norwegian solutions
El-verdi in June and ELinn in October. Both companies and
their solutions are early in their commercial phase but show
good growth. Although they have low margins they have
proven to be commercially viable. Both solutions provide
new functionality for electrician companies and hence both
solutions open for cross-sell opportunities on existing and
the acquired customer bases.
In 2022 we can see that the robustness of our company has
increased. The number of customers is 33 percent higher
than at the time of the IPO, and we have extremely low single
customer dependency. Our sales model is highly efficient,
and we see that the customer acquisition cost has a payback
time of only one year, which combined with a very low churn
rate of around 6 percent and the high incremental cash
contribution from new customers means that the return
on investments in sales are very attractive. We are satisfied
with strong organic growth in 2022 despite being cautions
on price increases with only minor price adjustments at
the beginning of the year. This leaves us with headroom for
higher price increases in 2023 broadly in line with CPI.
“In 2022 ARR increased organically by 17
percent and we see an ARR of NOK 318
million at the end of the year”
After nine acquisitions the last years we have started to align
and synergize parts of our organization and the way we
do business. In the beginning of October, we launched the
amended leadership team with a good balance of different
experiences and gender. By organizing business by country,
we will be in a better position to execute marketing and sales
initiatives towards our partners and customers.
With rising energy prices and need for energy efficiency, we
see a clear potential for our solutions aimed at electrician
companies. We already have a large share of our customers
from the electro domain and with the recent acquisitions
of El-verdi and ELinn we have 5 best of breed solutions
addressing these customers. Aligning our resources will
allow for more cross selling and eventually increase our
share of wallet from these customers. Going forward we
will further investigate how to realize synergies in sales and
development
All in all, we have a good setup to continue our growth
journey. With our highly skilled colleagues we are motivated
to execute on future market opportunities both with
regards to organic growth and M&A. We are confident about
continuing to deliver in accordance with our medium-term
targets of annual organic revenue growth of 15-20 percent
and growing EBITDA margins due to the scalability of the
business.
Gustav Line
Chief Executive Officer
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Key figures
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Statement of the Board of Directors
Activities
The SmartCraft Group provides software solutions for the
construction industry in Norway, Sweden and Finland.
Group comprises of 7 companies in Norway, 3 companies
in Sweden and 2 companies in Finland. SmartCraft ASA
owns 100% of the shares in the subsidiaries except in
SMCRT MGMT 1 AS where management and key employees
holds 20% related to the long-term investment program.
SmartCraft ASA is listed on the Oslo Stock Exchange “Oslo
Børs”.
The Group has an active M&A strategy and has acquired
complementary solutions the last years. In 2022 the Group
acquired the solutions El-verdi and ELinn.
Strategy And Objectives
The overall mission for the Group is to simplify business
for craftsmen. To accomplish this SmartCraft has gathered
several of the leading providers of digital solutions to
the construction business ranging from quality and risk
management, procurement management and project
management tools. This way we can provide out-of-the-
box best-of-breed solutions that exactly fits our customers’
needs, and ease the digital transformation of one of the least
digitized industries.
The Group has a strategy to ensure sustained capital
efficiency and profitable growth for the Group by continuing
to capitalize on the market leading position in the
underpenetrated Nordic market. A strong industry focus,
a leading SaaS solution and an efficient sales organization
ensure great sales execution with low customer touch. We
also recognize sustainability as a strategic area, and we have
increased focus on identifying areas for improvement and
areas where SmartCraft can have an impact. We will continue
this work and set sustainability targets that enable us to
measure our progress and contribution.
We strongly believe in a robust business model and are
pleased to see that recurring revenue in 2022 has increased
to 96 percent of the total revenue compared to 95 percent
in 2021. This combined with a consistent and low churn
at 6 percent, net cash positive and the fact that we are
self-funded puts us in a great position to create further
shareholder value.
The Group has many opportunities to upsell on our base
of more than 12 000 customer and 120 000 users and will
continue to explore these in the short and medium term. We
are looking to integrate and synergize our solutions where it
makes sense. However, we are pragmatic and do not want
to jeopardize the uniqueness, flow and functionalities in our
solutions at any cost, but will capitalize on areas where it
benefits our customers. The Group has successfully acquired
and consolidated Elverdi Norge AS and Inprog AS during
2022. We will continue to execute on our M&A strategy;
Targeting complementary functionality, customer base and
new geographies, and focus on growth through acquisitions
in addition to the organic growth.
Group Financial Statements
The consolidated financial statement for 2022 for the
SmartCraft Group is prepared in accordance with the
International Financial Reporting Standards (IFRS) as
endorsed by the European Union (EU) and Norwegian
authorities and effective as of December 31
st
, 2022. These
financial statements also provide disclosures as specified
under the Norwegian Accounting Act (Regnskapsloven). In
the Board’s opinion, the financial statements provide an
accurate view of the company’s financial position at the end
of the fiscal year.
In 2022 the Group has a revenue of TNOK 333 423
(TNOK 270 762 in 2021), a growth of 23 percent and an
organic growth of 17 percent. With a strong customer base
with high recurring revenue and stable low churn, the Group
is expecting continued high organic growth going forward.
During 2022 SmartCraft has aligned the Group companies
in order to have a stronger focus on country activities.
Additionaly, we have implemented a Long-term Investment
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Program (LTIP). The costs related to the restructuring
and the implementation of the LTIP has affected EBITDA
for the Group in a total of TNOK 1 959. Adjusted EBITDA,
which excludes cost related to the LTIP/restructuring and
acquisitions costs as defined in the Alternative Performance
Measures, is TNOK 131 331 in 2022 (TNOK 108 671 in 2021).
The total EBITDA for the Group is TNOK 128 419 in 2022
(TNOK 80 312 in 2021).
The SmartCraft Group has high profitability and is guiding
on increasing margin in the medium term. As acquired
companies have had lower margins, the Group margin is
diluted by acquisitions. In 2022 the Group has an adjusted
EBITDA margin of 39.4 percent (40.1 percent in 2021), while
the diluting effect from acquisitions is 1.5 percentage points.
The Group also invests in marketing and development which
may decrease the margin in the short term but is expected
to increase growth in the longer term.
Total depreciation and amortization of tangible and
intangible assets in 2022 is TNOK 27 657 (TNOK 22 726
in 2021), where TNOK 14 050 (TNOK 12 641 in 2021) is
amortization of intangible assets related to M&A. Operating
profit is TNOK 100 762 (TNOK 57 586 in 2021).
Profit before tax is TNOK 89 173 in 2022 (TNOK 48 867 in
2021). The increase in profit before tax is mainly due to
revenue growth, the non-recurring costs related to the listing
process in 2021, and less negative effect from the changes
in foreign exchange currency as the Group is exposed to
fluctuations in NOK compared to SEK and EUR.
Net cash provided from operational activities was
TNOK 115 650 in 2022 (TNOK 106 525 in 2021), a growth
of 8.6 percent. The increase in net cash provided from
operational activities is primarily due to growth and
increased deferred revenue as well as an increase in other
current liabilities.
Net cash outflows from investing activities were TNOK 59 492
in 2022 (TNOK 99 465 in 2021). This is primarily connected
to the acquisition of Elverdi Norge AS and Inprog AS together
with capitalized development costs of a total of TNOK 23 857
(TNOK 21 737 in 2021).
Net cash outflows from financing activities are mostly
affected by down payments of loan facilities in the acquired
companies, repayment of lease liabilities and purchase of
451 001 treasury shares. The total cash outflow related to
purchase of treasury shares in 2022 were TNOK 7 012. In
total the net cash outflows by financing activities were TNOK
19 398 in 2022 (Net cash inflows of TNOK 73 896 in 2021).
In the Board’s opinion the Group’s liquidity is solid and the
Group has sufficient funds to settle all obligations when
due. As of December 31
st
, 2022, the Group had cash and
cash equivalents of TNOK 191 587 (TNOK 156 277 as of
December 31
st
, 2021). In 2022 the Group has cancelled an
unused credit facility in connection with the cash pool among
the Norwegian companies of TNOK 13 000.
Shareholder’s equity was TNOK 765 569 as of December
31
st
, 2022, (TNOK 701 685 as of December 31
st
, 2021) with
an equity ratio of 79 percent, the same equity ratio as
December 31
st
, 2021. The retained equity increased due
to the profit in 2022. During 2022 the Group has acquired
own shares in SmartCraft ASA as part of a buy-back
program managed by Carnegie. The difference between
par value of the shares and the purchase price gives a total
reduction in retained equity of TNOK 7 008 during 2022.
As part of establishing the LTIP there is also recognized a
non-controlling interest in the Group of TNOK 4 881 as of
December 31
st
, 2022. The LTIP is structured as a geared
instrument with a corresponding risk for the participants. As
of December 31
st
, 2022, the LTIP is out-of-the-money. The
decrease in other components of equity is due to currency
exchange difference when consolidating subsidiaries with
functional currency other than NOK.
Smartcraft ASA Financial Statement
The financial statement for 2022 for SmartCraft ASA is
prepared in accordance with the Norwegian Generally
Accepted Accounting Principles. In the Board’s opinion,
the financial statements provide an accurate view of the
company’s financial position at the end of the fiscal year.
SmartCraft ASA is the parent company of the SmartCraft
Group. Revenues in the company is solely management fees
from the subsidiaries.
SmartCraft ASA had a total revenue of TNOK 11 332 in 2022
(TNOK 8 292 in 2021), and profit of TNOK -6 534
(TNOK -23 424 in 2021). As of December 31
st
, 2022, the
company has a total equity of TNOK 668 902 with an equity
ratio of 88 percent.
In the Board’s opinion the company’s liquidity is satisfactory
and the company has sufficient funds to settle all obligations
when due.
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Risk Management And Internal Control
The Group is subject to various types of risks relating to
operations and finance. The Group’s risk managements
system shall ensure a systematic and uniform approach to
identify, evaluate and mitigate risks, and describe processes
and internal control actions.
Operational risks
The Group’s operations involve development and
maintenance of software solutions sold to a third-party.
Trends within the software industry can affect the overall
level of demand for IT services and accordingly influence
the Group’s sales. Further the ability to attract and retain
sufficient competent personnel to secure the Group’s ability
to further develop existing and new solutions are crucial
to the Group’s operations. The Group’s Chief Technical
Officer oversees the technical resources within the Group
and assess any measures if needed. A significant part of
the Group’s growth is through acquisitions. The inability
to secure an acquisition in line with the Group’s product
portfolio, technology and culture could result in negative
effects in operational focus and financial performance. A
thorough and tested M&A and onboarding process has
historically limited any negative effects of acquisitions.
Volatile, negative, or uncertain economic or political
conditions may have a negative effect on the Group’s
operations and financial performance. Such events may
result in loss of revenue as customer stop buying the
solution, or increased costs if the Group needs to change to
a more expensive business operation to keep the services
running. The recent years’ pandemic and war has had
relatively limited effects on the Group. The extraordinary
high inflation in 2022 has had effects on the Group in
terms of increased costs at the same time as the Group
decided not to raise prices additionally. Historically, the
Group has adjusted prices in line with inflation on an annual
basis, and the effect is therefore considered temporary.
Although limited effects, we consider the operational risks as
moderate given the uncertainty of the situation.
Financial risks
As the Group operates internationally it is exposed to other
currencies than NOK (functional currency). However, there
is a natural hedge on the currency exchange risk as all
operating entities have material costs and revenue in their
functional currency, and the Group has both assets and
liabilities in foreign currency. The currency risk is considered
low/moderate.
The active M&A strategy may be a significant contributor to
the Group’s growth. As the Group’s profitability and financial
position may fluctuate, as well as the tech sector specifically
and general financial market changes, there is a risk of the
Group not being able to obtain funding on favorable terms.
In this event, the use of a larger portion of the Group’s
cash will reduce the Group’s funds available for operations
or future business opportunities. The risk is considered
moderate. The Groups financial position as of December 31
st
,
2022, leaves the Group with little exposure to the increased
interest rates across the operating countries.
Credit risk is considered low as the Group invoice a
significant share of its services upfront and can swiftly block
access to non-paying customers. The Group’s customers are
however operating in the same industry, exposing the Group
to general market/ industry risk. On historical basis the
market risk is considered low. The Group has ample cash to
support operations and cover its current liabilities.
Working Environment, Equal
Opportunities And Discrimination
The SmartCraft Group has 186 employees as of December
31
st
, 2022. There has been no reported work-related injuries
or accidents in 2022. Absence due to sickness was 3.8%.
Society is increasing its expectations of companies’
corporate actions and transparency about diversity and
equal employment opportunities. The Group is, by its Code
of Conduct, committed to build a highly skilled workforce
and ensuring that recruitment processes actively foster
equal opportunities and diversity. The company prohibits
discrimination in any form, whether based on political views,
union membership, sexual orientation, disability, or age. As
of December 31
st
, 2022, there are 4 men and 3 women in
manager positions including the Group executive suite.
SmartCraft ASA has 4 employees as of December 31
st
,
2022. There has been no reported work-related injuries or
accidents in 2022. There was no absence due to sickness.
The company’s human resource policy is based on equal
rights for all, and there is no difference in treatment on any
basis in terms of salary or recruitment.
ANNUAL REPORT 2022
9
The Board of Directors is comprised of 4 men and 3 women.
The Transparency Act was implemented from July 1
st
, 2022,
and the SmartCraft Group is according to the Act required
to carry out due diligence assessments according to OECD’s
guidelines. The Group will publish an annual report in
accordance with the Transparency Act at smartcraft.com no
later than June 30
th
, 2023.
The Groups corporate social responsibilities are included in
the Sustainability at SmartCraft in page 11.
External Environment
The Group does not pollute the external environment
beyond what ensues from normal office operations. The
Board of Directors and employees are traveling as a part
of daily operations. The Group encourages the use of
environmentally friendly transport, and if possible video
conferences, to reduce the effects on the environment. See
the Sustainability at SmartCraft in page 11.
Insurance For Board Members And
Executive Officers
The Company has directors’ and officers’ liability insurance.
The insurance covers the Board of Directors as well as the
executive officers of the company from legal personal liability
for financial damage caused by the performance of their
duties.
Corporate Governance
Good corporate governance is essential to ensure that the
Group protects the long-term interest of the stakeholders.
The Group’s corporate governance principles is compliant
with the Norwegian Accounting Act and the Norwegian Code
of Practice for Corporate Governance. The Group’s corporate
governance practices are subject to annual reviews and
discussion by the Board of Directors. The Group’s corporate
governance policy is available at smartcraft.com/investor-
relations/corporate-governance. The code is based on
the “comply or explain” principle and deviations, if any,
is explained under the relevant topic in the report on
Corporate Governance for 2022 which is included in this
Annual Report.
Going Concern Assumption
In accordance with the Norwegian accounting act, the
Board confirms that the accounts have been prepared in
conformity with the going concern assumption and this
assumption is valid.
Subsequent Events
The ongoing war in Ukraine has had an impact on the global
economy. There has been no direct impact on SmartCraft
other than the general effects on the macroeconomy,
however we continuously monitor the situation to take
preemptive actions.
We see increasing unrest in the financial sector in 2023.
This has no significant direct effect on the Group but may
indirectly affect the Group negatively as our customers
customer may face challenges in funding new projects.
The rising inflation enhances the challenge of securing
satisfactory funding.
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10
March 27
th
, 2023
Board of Directors, SmartCraft ASA
Gunnar Haglund
Chairman
Carl Ivarsson
Board member
Christina Skogster Stange
Board member
Bernt Ulstein
Board member
Allan Engström
Board member
Marianne Bergmann Røren
Board member
Maria Danell
Board member
Gustav Line
Chief Executive Officer
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11
Sustainability at SmartCraft
SmartCraft is dedicated to run a responsible business,
minimize its negative impact on the environment,
and provide a safe and happy workplace.
Our approach to sustainability includes
environmental, social and governance (ESG)
impacts important to SmartCraft and to
where SmartCraft will have an impact.
The SmartCraft Group furthered its sustainability
agenda in 2022 and the focus through 2022 have
been to identify areas for improvement, and we will
continue to work on the materiality analysis and
stakeholder interaction.
Although we have yet to set targets for
sustainability results, we have started
to measure areas of importance to
benchmark development year over
year as a recognition that you cannot
manage what you don’t measure.
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12
The first ESG scorecard shows performance in 2022 and SmartCraft will continue to improve the sustainability reporting.
Environmental data Unit 2022 2021
Scope 1 tCO2e 13.9 -
Scope 2 tCO2e 6.2 -
Scope 3 tCO2e 567.4 n.m.*
Social data
Full-time workforce (female/male) 26% / 74% 24% / 76%
Part-time workforce (female/male)
67% / 33%
(3% of total workforce)
43% / 57%
(4% of total workforce)
Gender diversity, Management (female/male) 33% / 67% 25% / 75%
Governance data
Whistleblower – number of incidents reported 0 0
Gender diversity, BoD (female/male) 43% / 57% 29% / 71%
* Emissions in 2021 of tCO2e 41.6 is based on different criteria and is not comparible to 2022. For further information see page 14.
The carbon footprint analysis for 2022 is based on the international standard; A Corporate Accounting and Reporting Standard (GHG Protocol). The
definitions for Scope 1, 2 and 3 have been updated accordingly. For 2021, emissions from business travel by air was calculated using the The ICAO
Carbon Emissions Calculator. Emissions from business travel by car was calculated using emission factors from DEFRA UK as of 2019.
Going forward SmartCraft plan to include the expected
requirements of the Corporate Sustainability Reporting
Directive (CSRD) into our reporting for sustainability. This
is not only to ensure the compliance as a listed entity but
to make the ESG factors an integrated part of our ongoing
reporting. This includes developing science-based targets
and including sustainability into the Groups strategies and
policies.
Profitable and sustainable growth is part of SmartCraft’s
DNA. Our customers and stakeholders, both existing and
future, expect us to operate to a high ethical standard. An
ethical business culture is therefore a crucial cornerstone of
a sustainable business – how we deliver is as important as
what we deliver.
Our business and value chain
In 2022, SmartCraft employed 186 people across
14 locations in Norway, Sweden and Finland and is
headquartered in Hønefoss, Norway. SmartCraft’s legal form
SmartCraft delivers mission critical software to the
construction industry in Norway, Sweden and Finland. Going
forward the group is targeting northwestern Europe.
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13
Our governing documents
The company code of conduct (the “Code”) sets the standard
for what is expected in terms of business and personal
conduct from each of the Group’s employees.
The Code sets out our expectations, commitments and
requirements for ethical conduct. The Code reflects our
vision, mission and core values:
Our vision: Our mission: Our core values:
To become the leading
provider of specialized
digital solutions for
construction companies in
Northwestern Europe.
Simplify business for
construction companies.
• Inspiring – we lead, are innovative and ambitious
• Team player – we think of our customers
and partners as our extended family, we work
together to achieve the best results
• Trustworthy – We deliver as planned, we have
integrity and are fair in business
The Code applies to everyone working for or representing
SmartCraft in any form, irrespective of the nature of the
contract the relation is based on. This includes, but is not
limited to, directors, employees, as well as hired contractors.
The Code has been approved by the board of directors
of SmartCraft. The Code covers key topics such as human
rights, worker’s rights, anti-corruption, environment and
climate.
Environment and climate
As the world is facing great environmental challenges, we
take our impact on the environment seriously, and see it
as our responsibility to help change the ongoing negative
course.
As a software company, SmartCraft’s main sources of
environmental and climate emissions are emissions from
employee business travel and indirect emissions from our
leased offices such as electricity. In addition, the Group
affects the environment through indirect emissions from
purchased goods and services.
We will work to limit greenhouse gas emissions,
consumption of energy and natural resources and waste
from our activities. SmartCraft will comply with all applicable
environmental laws and regulations.
SmartCraft is reporting the organization’s greenhouse
gas (GHG) emissions, which will be an integrated part of
the organization’s climate strategy. In 2023 our goal is to
implement a holistic ESG strategy.
ANNUAL REPORT 2022
14
Carbon Accounting
Developed by the World Resource Institute and the World
Business Council for Sustainable Development, the GHG
Protocol is the most widely used method for carbon
accounting globally. Emissions data is gathered and classified
by Scope (1, 2 and 3), covering direct and indirect emission
sources as defined by the GHG protocol.
Carbon accounting is a fundamental tool in identifying
tangible measures to reduce GHG emissions. The annual
carbon accounting report enables the organizations to
benchmark performance indicators and evaluate progress
over time.
The GHG Protocol includes a set of reporting principles
one should follow when reporting carbon emissions. The
five principles are relevance, completeness, consistency,
transparency, and accuracy. SmartCraft has therefore,
in 2022, invested in reporting tools that enable all group
companies to structure and report their consumptions and
emissions accordingly.
The total climate accounting for the Group was 587.5
tons of Co2 equivalents (tCO2e) and the total energy
consumption was 600.9 MWh. This is equal of 3.2 tCO2e and
3.3 MWh pr FTE in the Group. The emissions cover the six
main greenhouse gases: carbon dioxide (CO2 ), methane
(CH4 ), nitrous oxide (N2 O), hydrofluorocarbons (HFCs),
perfluorocarbons (PFCs), and sulphur hexafluoride (SF6 ).
Scope 1: For the Group, the Scope 1 emissions include
a total emission of 13.9 tCO2e in 2022. These emissions
include diesel and petrol consumption from owned and
rented vehicles. The emissions accounts for 2.4% of the
emission share of the entire group.
Scope 2: Emissions from scope 2 in 2022 were 6.2 tCO2e
and accounts for 1.1% of the total emission share. Scope 2
includes electricity from offices and electric vehicles.
Purchased electricity is defined as electricity that is
purchased or otherwise brought into the organizational
boundary of the company. Scope 2 emissions physically
occur at the facility where electricity is generated. When
calculating the emissions related to electricity the purchase
of guarantees of origin (GOOs) gives an emission from
electricity of 0 tCO2e. SmartCraft has one office in Ålesund
with purchased guarantees of origin. In the future, more
group companies will consider purchasing GOOs/RECs, while
also initiating measures to reduce our energy-consumption.
Scope 3: Scope 3 is an optional reporting category that
allows the company to report emissions for all other indirect
emissions. Scope 3 emissions are a consequence of the
activities of the company but occur from sources not owned
or controlled by the company. For instance, SmartCraft has
begun its process to calculate indirect emissions linked to
purchased goods or services. We have also included the
following Scope 3 categories: business travel, capital goods,
fuel- and energy related activities and employee commuting.
The total emissions for 2022 in Scope 3 are 567.4 tCO2e.
Most of these emissions are from our purchased goods and
services (453.2 tCO2e). The category for purchased goods
and services were not included in the reporting for 2021.
When calculating emissions there are different data types
required. Primary data is specific to a company’s value chain,
while secondary data is not. For the most part, secondary
data includes industry-average-data or other generic data.
For SmartCraft our emissions from purchased goods and
services are based mostly on using a spend-based method.
The 453.2 tCO2e emissions in Scope 3 is estimated using
secondary data sources. Emissions for goods and services
have been collected on the economic value of goods and
services purchased and multiplied it by relevant secondary
emission factors (e.g., average emissions per monetary value
of goods).
For the next reporting period, SmartCraft expects to shift to
more specific primary data to ensure good quality data in the
carbon accounting.
ANNUAL REPORT 2022
15
Worker’s rights and working
environment
SmartCraft aims to be a great place to work. SmartCraft
shall foster a corporate culture characterized by respect
and concern for other people and their property. We shall
behave in a way that inspires trust both when collaborating
with colleagues and interacting with suppliers, customers,
other business partners or authorities.
Each of the SmartCraft subsidiaries has their individual HR
and HSE management system and supporting tools to follow
up the Group wide policies.
SmartCraft prohibits unlawful discrimination against
employees, board members, customers and suppliers on
account of ethnic or national origin, age, sex, religion or
sexual orientation. The company aims to be an inclusive
workplace.
In 2022 there were no serious work-related accidents
recorded. Absence due to illness were at 3.8%. The employee
turnover rate for the Group in 2022 was 13.0%.
The knowledge and competence of our skilled employees
are key to our competitive advantage. SmartCraft provide
the opportunity of both external and internal education to all
employees, based on both needs and personal interest.
Remuneration of the Board of Directors is decided by
the General Meeting, for the CEO the Remuneration
committee suggests remuneration for approval by the
Board of Directors. Remuneration for other executive
employees is determined by the CEO and discussed with
the Remuneration committee. For full Senior Executive
Remuneration report, please visit page smartcraft.com/
investor-relations/.
Business ethics
To secure good corporate governance, the Company
has adopted a set of governance documents setting out
principles for how its business should be conducted. The
content of these documents applies to the entire Group and
are available through our website.
SmartCraft respects and promotes internationally recognized
human rights. We will conduct our business consistently
with the United Nations Guiding Principles on Business and
Human Rights, The European Convention on Human Rights
and the United Nations Convention on the Rights of the
Child.
SmartCraft has a zero-tolerance policy against corruption in
any form, including bribery, facilitation payments and trading
in influence. Corruption undermines legitimate business
activities and distorts free competition. Furthermore, it may
lead to loss of reputation and may expose SmartCraft and
responsible individuals to a range of risks. We will comply
with all anti-corruption laws and regulations and take active
steps to ensure that corruption does not occur in relation to
SmartCraft’s business activities.
SmartCraft requires employees to report immediately if they
suspect a possible violation of the Code or other unethical
misconduct. For any kind of reporting on violations or
misconduct, SmartCraft has established a whistleblower
portal easily accessible through smartcraft.com. We have
a non-retaliation policy, meaning that SmartCraft will not
impose any sanctions on a person who in good faith and in
a responsible manner informs about possible compliance
violations. The SmartCraft whistleblower policy shall secure
fair treatment to all parties; confidentiality, the right to be
heard and without bias or prejudice. Reports may also be
submitted anonymously.
In 2022, the company did not receive any reports about
suspected incidents of corruption. The company has not
been involved in any legal proceedings regarding business
ethics.
In 2022 the Transparency Act entered into force, making
it mandatory for certain Norwegian companies to conduct
due diligence on human rights in value chains. SmartCraft
supports the new legislation and has carried out several
measures to ensure the Group is compliant.
Appointing Group responsibilities, establishing systems
for information requests from the public, performing due
diligence of suppliers, and embedding responsible business
conduct into policies and management systems are part of
the measurements implemented.
ANNUAL REPORT 2022
16
Board of Directors report on Corporate
Governance
Reporting On Corporate Governance
The Group’s corporate governance policy is compliant with
the Norwegian Accounting Act and the Norwegian Code
of Practice for Corporate Governance (NUES). The Group’s
corporate governance practices are subject to annual
reviews and discussion by the Board of Directors.
The Group’s corporate governance policy is available at
smartcraft.com/investor-relations/corporate-governance.
The code is based on the “comply or explain” principle and
deviations, if any, is explained under the relevant topic in the
report. The Group believes that good corporate governance
involves transparent and trustful cooperation between
all parties involved with the Group and its business. This
includes the Company’s shareholders, Board of Directors
and Executive Management team, employees, customers,
suppliers, and other business partners, as well as public
authorities and society at large.
The Board of Directors and Executive Management shall
contribute to achieve the following core objectives when
honoring the Company’s corporate governance policy:
• Transparency. Communication with the Company’s
shareholders, stakeholders and other interest groups
shall be based on transparency and openness on issues
relevant for the evaluation of the development and
position of the Company.
• Independence. The relationship between the Board of
Directors, Executive Management and shareholders shall
be based on independence principles. Independence
shall ensure that all decisions are made on an unbiased
and neutral basis.
• Equal treatment. A fundamental objective for good
corporate governance is equal treatment and equal
rights for all of the Company’s shareholders.
• Control and management. Sound control and
corporate governance mechanisms shall contribute
to predictability and reduce the level of risk for the
Company’s shareholders, stakeholders, and other
interest groups.
Business Objective
The Company’s business objective, as set out in the
Company’s articles of association, reads as follows: “The
Company’s objects is industry, trade and investments in
shares and other assets in other companies and enterprises
as well as all other activities related to this.” The Board of
Directors has defined objectives, strategies, and risk profiles
for the Company’s business activities as an effort to create
value for its shareholders in a sustainable manner. These
objectives, strategies and risk profiles are evaluated annually.
Equity And Dividends
The Board of Directors is responsible for ensuring that the
Group is adequately capitalized relative to the risk and scope
of operations and that the capital requirements set forth in
laws and regulations are met.
The Group’s consolidated equity were TNOK 765 569 on
December 31
st
, 2022, representing an equity ratio of 79
percent. The Board monitors the capital situation and takes
actions necessary to ensure that the equity or liquidity is
adequate. The Company shall, at all times, have a clear and
predictable dividend policy. The company believes that it will
serve its shareholders best by investing for the long term and
growing and developing the business.
The company’s dividend policy is that the company does not
expect to pay any dividend in the short to medium term as
the company intends to use its profit for both organic and
inorganic growth initiatives as well as product and technology
innovation. The company will in the future continuously
evaluate its capital allocation and will prioritize organic
growth investments and acquisitions over dividends if the
company expects that this will generate an attractive return
on capital.
ANNUAL REPORT 2022
17
At the Annual General Meeting on May 20
th
, 2022, the Board
was granted the following authorities:
• Authorization to increase the Company’s share capital by
up to NOK 17 152.23 in connection with the Long Term
Investment Program. The shareholders’ preferential
right to subscribe for the new shares may be deviated
from. The authorization covers contribution in kind and
the right to incur specific obligations on behalf of the
Company and does not include mergers. There have not
been issued any new shares under this authorization.
The authorization is valid until the Company’s Annual
General Meeting in 2024, but not longer than June 30
th
,
2024.
• Authorization to increase the share capital in connection
with acquisitions by up to NOK 171 522.305. The
authorization covers contribution in kind and the right
to incur specific obligations on behalf of the Company
and includes mergers. There have not been issued any
new shares under this authorization. The authorization
is valid until the Company’s Annual General Meeting in
2023, but not longer than June 30
th
, 2023.
At an Extraordinary General Meeting on November 2
nd
, 2022,
the Board was granted the following authorities:
• Authorization to acquire own shares with a total nominal
value up to NOK 85 761.15 which is equivalent to
5 percent of the current share capital. The maximum
purchase price is NOK 50 and minimum NOK 1. As of
December 31
st
, 2022, the authorization has been used
to purchase 451 001 shares of a total of TNOK 7 012.
The authorization is valid until the Company’s Annual
General Meeting in 2023, but not longer than June 30
th
,
2023.
Equal Treatment of Shareholders
All shareholders shall be treated on an equal basis unless
there is a just and factual cause for treating them differently.
Each share in the Company carries one vote, and all shares
carry equal rights, including the right to participate in general
meetings and the right to dividends. Where the Board of
Directors resolves to issue new shares and deviate from
existing shareholders’ pre-emptive rights pursuant to an
authorization granted to the Board of Directors, the stock
exchange announcement issued in connection with the
share issue shall also include a justification for the deviation.
The Company’s transactions in treasury shares shall be
carried out through Oslo Stock Exchange’ trading platform
at the prevailing trading price or by making a public offer to
all shareholders. All transactions in treasury shares shall be
publicly disclosed in a stock exchange announcement. There
was a total of 41 transaction in treasury shares in 2022 which
was carried out by Carnegie on behalf of the Company.
Transactions between the Company and its shareholders,
a shareholder’s parent company, members of the Board
of Directors, executive management or closely associated
persons to any such party, that are deemed material under
the Norwegian Public Limited Liability Companies Act, are
subject to approval by the general meeting. Furthermore, the
Board of Directors is required to arrange for an independent
auditor’s valuation of the transaction. When restructuring
the Group companies there was performed several transfers
of shares internally. The transactions were not subject to
approval by the general meeting as it was defined as an
intercompany transaction.
Freely Transferable Shares
The shares of the Company are listed on the Oslo Stock
Exchange and are freely transferable and there are no
limitations on any party’s ability to own or vote for the shares
in the Company.
Deviation from the Code of Practice:
Sellers of the shares in Elverdi Norge AS and Inprog AS has
entered into a lock-up agreement for shares purchased as
part of the settlement. The lock-up period for the sellers of
Elverdi Norge AS is valid until July 27
th
, 2023, while the lock-up
period for the sellers of Inprog AS is valid until January 26
th
,
2024, and February 21
st
, 2024.
General Meetings
The General Meeting is the Company’s highest authority,
and open to all shareholders. The Company encourages
shareholders to participate and exercise their rights. The
2022 Annual General Meeting was held digitally on May
20
th
, 2022, with 68.85 percent of the Company’s shares
represented.
The Board, auditor, or shareholders representing at least
5 percent of the shares can call for Extraordinary General
Meetings when deemed necessary. In 2022, the Board called
ANNUAL REPORT 2022
18
an EGM on November 2
nd
, 2022, to pass the authorization of
purchase of treasury shares. A total of 60.75 percent of the
company’s shares were represented.
The notice of the General Meeting and supporting
documents are made available on the Company’s website
no later than 3 weeks prior to the date of the meeting.
Shareholders may request the documents by mail.
Efforts are made to ensure that proposed resolutions
and supporting information are sufficiently detailed and
comprehensive to allow the shareholders to form a view
on all matters to be considered at the meeting. The notice
includes information about shareholders’ rights. The notice
period, right to attend and agenda proposals are regulated in
the Articles of Association.
The deadline for shareholders to notify the Company if
they wish to participate at the General Meeting shall be set
as close to the date of the general meeting as practically
possible, but at the earliest three days before the General
Meeting.
Shareholders who are unable to attend the general meeting
shall be given the opportunity to be represented by proxy
and to vote by proxy. The Board of Directors shall in this
respect, with regards to the notice of the general meeting:
• provide information on the procedure for attending by
proxy;
• nominate a person who will be available to vote on
behalf of non-attending shareholders as their proxy
(normally being the chair of the Board of Directors); and
• prepare a proxy form, which shall, to the extent possible,
be set up so that it is possible to vote separately on each
individual matter on the agenda and each candidate
nominated for election.
Deviation from the Code of Practice:
The Code recommends separate voting for candidates to
the Board. However, the Board must be in accordance with
applicable legislation regarding gender representation and
qualifications for committee assignments. The nomination
committee’s proposal is given with respect to such
legislation. Should a situation arise where the composition
of the Board might conflict with applicable legislation, the
situation and consequences of electing a board contrary to
legislation should be discussed at the General Meeting and
shareholders should base their votes on the views discussed.
Nomination Committee
The Nomination Committee is governed by the Articles of
Association section 10. The nomination committee does
not include any executive personnel or any member of
the company’s Board of Directors. Both members of the
Nomination committee are independent of the Board of
Directors and Group Management. The members of the
Nomination Committee were elected at the Extraordinary
General Meeting on May 25
th
, 2021. Mr. Arild Bødal (chair)
and Ms. Ingeborg Aavatsmark were elected for two years at
a time.
The General Meeting stipulates the rules of procedure for
the Nomination Committee and determines the Committees’
remuneration. The Nomination Committee gives its
recommendation to the General Meeting on election of
and compensation to members of the Board of Directors,
in addition to election of members of the Nomination
Committee. Each proposal is justified on an individual basis.
All shareholders are entitled to nominate candidates to the
Board of Directors, and information on how to propose
candidates can be found on the company’s website.
Composition And Independence Of The
Board Of Directors
In accordance the articles of association section 7, the
company’s Board of Directors shall consist of three to nine
members. On December 31
st
, 2022, the Board of Directors
consisted of seven members (see table below), of which
three were female. The directors can be elected by the
General Meeting for a term no longer than two years and
may be re-elected.
The company’s website provides information to illustrate
the expertise of the members of the Board of Directors. The
Board of Directors considers its composition to be diverse
and represent required competencies including financial and
industrial experience. Board members are encouraged to
own shares in the company. An overview of board members’
share ownership in the Company is available in note 24 to
the consolidated financial statements.
ANNUAL REPORT 2022
19
Name Role Independent Served since
Term
expires
Meeting
participation
Gunnar Haglund Chairman Yes 15.03.2017 AGM 2023 10 of 10
Christina Skogster Stange Board member Yes 21.04.2021 AGM 2023 8 of 10
Bernt Ulstein Board member Yes 15.03.2017 AGM 2023 9 of 10
Maria Danell Board member Yes 21.04.2021 AGM 2023 10 of 10
Carl Ivarsson Board member No 14.02.2017 AGM 2023 10 of 10
Marianne Bergmann Røren Board member Yes 21.04.2021 AGM 2023 9 of 10
Allan Engström Board Member No 14.02.2017 AGM 2023 10 of 10
Mr. Ivarsson and Mr. Engström represents Valedo Partners III AB which holds 39.6% of the shares in SmartCraft ASA. All board members are
independent of Group management and material business contacts.
Work Of The Board Of Directors
The objectives, responsibilities and functions of the Board
of Directors and the CEO shall be in compliance with rules
and standards applicable to the Group, which are described
in the Company’s “Instructions for the board of directors of
SmartCraft ASA”. The Board has the ultimate responsibility
for the management of the Company and the Group and for
supervising Group Management.
The Board of Directors shall annually evaluate its
performance and expertise for the previous year. This
evaluation shall include the composition of the Board of
Directors and the manner in which its members function,
individually and as a group, in relation to the objectives set
out for its work. The report shall be made available to the
nomination committee.
The Board has established two committees, an Audit
Committee, and a Remuneration Committee.
Audit Committee
Pursuant to section 6-41 of the Norwegian Public Limited
Liability Companies Act, Rule Book II and recommendations
set out in the Code, the Company is obliged to establish an
audit committee. The Committee members are appointed by
and among the Board of Directors.
Per December 31
st
, 2022, the audit committee members
were Mr. Gunnar Haglund (chair), Mrs. Marianne Bergmann
Røren and Mr. Carl Ivarsson, all considered independent of
Group Management. The Audit Committee held 9 meetings
in 2022.
Remuneration Committee
The remuneration committee shall provide the Board of
Directors with a guideline and recommendation for the
salary and other remuneration for executive management,
which shall be made in accordance with section 6-16a of
the Norwegian Public Limited Liability Companies Act. The
members of the remuneration committee are elected by and
among the members of the Board of Directors for a term of
up to two years. Per December 31
st
, 2022, the compensation
committee members were Mr. Gunnar Haglund (chair), Mr.
Allan Engström and Mr. Bernt Ulstein, all independent of the
Group Management. For 2022, the Committee met 2 times.
Risk Management And Internal Control
The Group’s risk management system shall ensure that
the Group has a systematic and uniform approach to risk
management. The system defines responsibilities, processes,
tools and documentation, including considerations related to
integrating stakeholders in relation to the Company’s value
creation.
Group Management sets the context in which risks are
managed and supervises the risk management process. Risk
assessments are presented to the Audit Committee and the
Board of Directors. The Board performs a review of risks in
connection with the approval of the annual budget.
Group Management regularly updates the Board of
Directors including operational reviews, HSE (Health, Safety
and Environment) measures, financial status and key
performance indicators. Prior to each Board meeting, the
CEO and CFO prepares a report to the Board of Directors,
ANNUAL REPORT 2022
20
which includes this information in addition to any items
requested by Board members and items requiring action
by the Board of Directors. Because the Group operates
internationally, it is required to comply with numerous
national and international laws and regulations. All business
activities and processes must be conducted in accordance
with laws, and regulations.
The quarterly and yearly reporting process and significant
accounting and reporting issues are discussed with the Audit
Committee in the presence of the external auditor.
Remuneration Of The Board Of
Directors
The member of the Board of Directors receive remuneration
in accordance with their individual roles. The remuneration
is not linked to Company performance and members are
not granted share options. Remuneration for each member
of the Board of Directors is detailed in note 11 to the
consolidated financial statements.
Members of the Board of Directors and/or companies
with which they are associated should not take on
specific assignments for the Company in addition to their
appointment as a member of the Board of Directors, but
if they do, this shall be disclosed to the full Board. The
remuneration for such additional duties will be approved by
the Board of Directors. There were no such assignments in
2022.
Remuneration Of Executive
Management
The policy for remuneration of executive management of
the Group was last updated in April 2022 and presented
at the Annual General Meeting in 2022. The remuneration
policy must be approved by the Annual General Meeting
upon any material changes and at minimum every four
years. The Board determines remuneration of the Chief
Executive Officer while remuneration of Group Management
is determined according to guidelines. The Board’s statement
regarding compensation of leading employees, required by
accounting act §7-31b, is published on smartcraft.com.
Information And Communication
The Company treats its investors equally. Timely information
is published simultaneously to all investors in accordance
with applicable legislation and regulation to provide the
best possible basis for evaluation of Company performance.
All information is provided in English. Interim reports are
published on a quarterly basis, in line with Oslo Stock
Exchange’s recommendations.
Interim reports include presentations to provide an overview
of operational and financial developments, market outlook,
and the Company’s prospects. The presentations are open to
the public and made available through a webcast. The Chief
Executive Officer and the Chief Financial Officer are normally
present at the quarterly presentations. Furthermore, the
Company keeps an ongoing dialogue with its investors and
makes presentations to analysts and investors through
various conferences and events.
Takeovers
The Board of Directors have established the main principles
for its actions in the event of a takeover offer. In a takeover
process, the Board of Directors, and the Executive
Management each have independent responsibilities to
ensure that the Company’s shareholders are treated equally
and that there are no unnecessary interruptions to the
Company’s business activities. The Board of Directors has a
particular responsibility to ensure that the shareholders are
given sufficient information and time to assess the offer. The
Company has no written guidelines for procedures to be
followed in the event of a takeover offer. The Board is open
to initiatives that are commercially and financially attractive
for the shareholders. The Board will assess potential offers in
accordance with applicable legislation and Code of Practice
requirements in due course.
ANNUAL REPORT 2022
21
Statutory Auditor
The Company’s external auditor, PricewaterhouseCoopers
AS, is appointed by the General Meeting and is independent
from the Company.
The auditor shall participate in meeting(s) of the Board of
Directors where any of the following topics is on the agenda:
the annual accounts, accounting principles, assessment of
any important accounting estimates and other matters of
importance where there has been disagreement between
the auditor and the Company’s executive management and/
or the audit committee.
The auditor shall at least once a year present to the Board of
Directors or the audit committee a review of the Company’s
internal control procedures, including identification of
weaknesses and proposals for improvement. The audit
committee shall hold a meeting with the auditor at least
once a year in which no representative of the executive
management can be present. To strengthen the Board of
Directors’ work on financial reporting and internal control,
the auditor shall provide a report to the audit committee
on the main features of the audit in respect to the previous
financial year, and especially mention any material
weaknesses identified in the internal control relating to the
financial reporting process.
Remuneration to the auditor is approved by the General
Meeting and the Board of Directors shall specify the
executive management’s right to use the auditor for other
purposes than auditing. For remuneration to the auditor see
note 21 to the consolidate financial statements.
ANNUAL REPORT 2022
22
• the financial statements for the period from January 1
• the financial statements give a true and fair view of
• the Board of Directors’ report provides a true and
March 27
th
, 2023
Board of Directors, SmartCraft ASA
Gunnar Haglund
Chairman
Carl Ivarsson
Board member
Christina Skogster Stange
Board member
Bernt Ulstein
Board member
Allan Engström
Board member
Marianne Bergmann Røren
Board member
Maria Danell
Board member
Gustav Line
Chief Executive Officer
ANNUAL REPORT 2022
23
Consolidated Financial Statements
ANNUAL REPORT 2022
24
Consolidated Statement of Comprehensive Income
Amounts in NOK (thousands) Note 2022 2021
Revenue from customers 8 333 423 270 762
Total operating revenue 333 423 270 762
Purchase of goods and services 27 271 22 866
Payroll and related expences 10, 11 128 737 104 986
Other operating expenses 21 48 996 62 598
Depreciation and amortization 13, 23 27 657 22 726
Total operating expenses 232 661 213 176
Operating profit (loss) before financial items and tax 100 762 57 586
Financial income 22 17 188 5 615
Earn-out related to acqusitions 22 (12 364 ) -
Financial expenses 22 (16 413 ) (14 334 )
Financial income (expense), net (11 589 ) (8 720 )
Profit (loss) before tax 89 173 48 867
Tax expense 20 21 083 12 171
Profit (loss) 68 090 36 696
Attributeable to:
Shareholders in SmartCraft ASA 68 090 36 696
Non-controlling interests - -
Other comprehensive income
Items that will be reclassified to profit or loss:
Currency translation differences, net of tax (2 073 ) (17 843 )
Total (2 073 ) (17 843 )
Total comprehensive income 66 016 18 853
Amounts in NOK (thousands) 2022 2021
Profit for the year due to holders of shares 68 090 36 696
Profit allocated to redeemed preferance shares - 7 282
Profit for the year allocated to common shares 68 090 29 413
Average numbers of common shares 171 484 845 155 857 151
Earning per share and diluted earnings per share 25 0.40 0.19
ANNUAL REPORT 2022
25
Consolidated Statement of Financial Position
Amounts in NOK (thousands)
ASSETS Note 31.12.2022 31.12.2021
Deferred tax assets 20 - -
Goodwill 6, 12 517 302 491 223
Intangible assets 13 209 939 187 378
Right to use assets 23 14 152 17 009
Tangible Assets 23 3 314 4 732
Total non-current assets 744 707 700 341
Inventory 182 73
Other current assets 7, 16 7 579 4 987
Accounts Receivable 7, 15 29 477 24 583
Cash and cash equivalents 7, 17 191 587 156 277
Total current assets 228 826 185 919
Total assets 973 533 886 261
EQUITY AND LIABILITIES
Share capital 24 1 715 1 715
Own shares (5 ) -
Share premium 605 893 605 893
Retained earnings 161 149 100 067
Other components of equity (8 064 ) (5 990 )
Non-controlling interests 24 4 881 -
Total equity 765 569 701 685
Non-current financial liabilities 7, 17, 27 - 1 158
Non-current lease liabilities 27 7 002 9 913
Deferred tax liabilities 20 35 015 34 637
Total non-current liabilities 42 016 45 708
Current portion of deferred revenue 8 69 937 59 593
Current portion of lease liabilities 7 602 6 952
Accounts payable 7, 18 7 829 6 501
Taxes payable 7, 20 14 845 14 216
Other current liabilities 7, 19, 27 65 736 51 607
Total current liabilities 165 948 138 869
Total liabilities 207 964 184 576
Total equity and liabilities 973 533 886 261
ANNUAL REPORT 2022
26
March 27
th
, 2023
Board of Directors, SmartCraft ASA
Gunnar Haglund
Chairman
Carl Ivarsson
Board member
Christina Skogster Stange
Board member
Bernt Ulstein
Board member
Allan Engström
Board member
Marianne Bergmann Røren
Board member
Maria Danell
Board member
Gustav Line
Chief Executive Officer
ANNUAL REPORT 2022
27
Consolidated Cash Flow Statement
Amounts in NOK (thousands) Note 2022 2021
Operating activities
Profit before tax 89 173 48 867
Paid taxes 20 (19 371 ) (5 811 )
Earn-out without cash effects 22 12 364 -
Gains/losses sold assets 23 (7 ) -
Depreciation 13, 23 13 607 10 085
Amortisation of intangible assets 13 14 050 12 641
Accrued interest expense - -
Items classified as investing or financing activities 1 780 38 759
Net cash provided from operating activities before net working
capital changes
Working capital adjustments:
Changes in accounts receivable (4 814 ) (5 837 )
Changes in deferred revenue 9 893 6 572
Changes in accounts payable 388 (67 )
Changes in all other working capital items (1 413 ) 1 316
Net cash provided from operating activities 115 650 106 525
Investing activities
Investments in tangible and intangible assets 13, 23 (1 156 ) (397 )
Payments for acqusitions 6 (33 455 ) (71 734 )
Acquisition transaction costs 6 (952 ) (5 775 )
Payments for software development costs 13 (23 857 ) (21 737 )
Foreign currency effect (72 ) 178
Net cash used in investing activities (59 492 ) (99 465 )
Financing activities
Cash proceeds from capital increases 24 4 881 551 287
Downpayment on loan facilities 17 (7 834 ) (235 434 )
Interest payments 17 (827 ) (4 794 )
Repayments of capital decreases 24 - (208 973 )
Repayments of lease liabilities 17 (7 537 ) (6 783 )
Other financial items 25 (8 079 ) (21 407 )
Net cash provided by (used in) financing activities (19 398 ) 73 896
Net increase (decrease) in cash and cash equivalents 36 760 80 956
Cash and cash equivalents at the beginning of year 156 277 79 902
Foreign currency effects on cash and cash equivalents (1 449 ) (4 581 )
Cash and cash equivalents at end of year 17 191 587 156 277
Cash and cash equivalents include restricted funds. For further information see note 17.
ANNUAL REPORT 2022
28
Consolidated Statement of Changes in Equity
Amounts in NOK (thousands)
Share
capital
Own
shares
Share
premium
Other
components
of equity
Retained
earnings
Non-
controlling
interests
Total
equity
Total equity 01.01.2021 4 497 - 244 193 11 853 63 371 - 323 914
Profit / (-) loss for the period - - - - 36 696 - 36 696
Other comprehensive income - - - (17 843 ) - - (17 843 )
Capital decrease 21.06.2021 (3 109 ) - (205 864 ) - - - (208 973 )
Capital increase 22.06.2021 284 - 489 219 - - - 489 503
Capital increase 05.07.2021 38 - 67 732 - - - 67 770
Capital increase 09.07.2021 5 - 10 613 - - - 10 618
Total equity 31.12.2021 1 715 - 605 893 (5 990 ) 100 067 - 701 685
Total equity 01.01.2022 1 715 - 605 893 (5 990) 100 067 - 701 685
Profit / (-) loss for the period - - - - 68 090 - 68 090
Other comprehensive income - - - (2 073 ) - - (2 073 )
Capital increase 13.07.2022 - - - - - 4 881 4 881
Purchase of own shares - (5 ) - - (7 008 ) - (7 012 )
Total equity 31.12.2022 1 715 (5 ) 605 893 (8 064 ) 161 149 4 881 765 569
ANNUAL REPORT 2022
29
Notes
Note 1 Reporting Entity
The reporting entity reflected in these financial statements is comprised of SmartCraft ASA and the consolidated subsidiaries
that make up the SmartCraft Group. The parent company SmartCraft ASA is a Norwegian entity and headquarters is located at
EL-VIS, HomeRun, Kvalitetskontroll, El-verdi and ELinn are all brands in the Group’s portfolio. The Group operates in the Nordic
3.1 Basis of consolidation
The consolidated financial statements include SmartCraft ASA and subsidiaries, in which SmartCraft ASA has the power to
govern the financial and operating policies of the entity (control). Control is normally achieved through ownership, directly or
indirectly, of more than 50 percent of the voting power. SmartCraft ASA has 100 percent of the voting power in all subsidiaries,
except for SMCRT MGMT 1 AS where the voting power is 80 percent and SmartCraft Software AS 99.8 percent.
ANNUAL REPORT 2022
30
Subsidiaries are included from the date control commences until the date control ceases. There were nine acquisitions
completed during 2019-2022. EL-Info Group where control was commenced as of April 1
st
, 2019, Congrid Oy as of December
1
st
, 2020, Homerunbynet Oy as of May 1
st
, 2021, SmartCraft Norway AS as of June 1
st
, 2021, Kvalitetskontroll AS as of July 1
st
,
2021, SMCRT MGMT 1 AS as of June 1
st
, 2022, SmartCraft Software AS as of June 1
st
, 2022, Elverdi Norge AS as of June 1
st
, 2022
and Inprog AS as of October 1
st
, 2022.
Intercompany transactions and intercompany balances, including internal profits and unrealized gains and losses, are
eliminated.
ANNUAL REPORT 2022
31
ANNUAL REPORT 2022
32
3.4 Inventory
Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated sales price less the
estimated transaction costs. Historical cost is calculated using first in first out principle and includes expenditures directly
linked to getting the goods to their final location and condition. Foreseeable obsolescence is assessed continuously. The
Group’s inventories consist solely of goods purchased for resale.
3.5 Government grants
Government grants are recognized in accordance with IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance. Grants are recognized when there is a reasonable assurance that SmartCraft will comply with
relevant conditions and that the grants will be received. Government grants are deferred in other non-current liabilities until
the associated activity is performed or expenses recognized. Grants are deducted from the cost which the grant are meant
to cover. Investment grants are capitalized and recognized as a deduction of the assets carrying amount and systematically
depreciated over the asset’s useful life.
ANNUAL REPORT 2022
33
• Short-term leases (defined as 12 months or less)
• Low value assets (defined as less than NOK 50 000)
• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable.
• Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
• 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
ANNUAL REPORT 2022
34
• The amount of the initial measurement of the lease liability recognized.
• 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
ANNUAL REPORT 2022
35
3.12 Changes in accounting policies and new pronouncements
There are no changes in accounting principles compared to previous years. The Group has applied all relevant IFRS standards
that were in effect for 2022.
None of the issued, not yet effective, accounting standards or amendments to such standards are expected to have significant
effects for the SmartCraft Group’s financial reporting.
Note 4 Significant Estimates and Judgements
The application of accounting policies requires that management makes estimates and judgements in determining certain
revenues, expenses, assets and liabilities. The following areas involve a significant degree of judgement and complexity, and
may result in significant variation in amounts:
• Identification and initial measurement of intangible assets acquired in a business combination – see note 6
• Capitalization of internally generated intangible assets - see note 13
• Measurement of right of use assets and lease liabilities - see notes 3 and 23
ANNUAL REPORT 2022
36
Amounts in NOK (thousands)
Amount
31.12.2022
Effect on EBT
+ 5%
Effect on EBT
- 5%
Foreign exchange risk sensitivity
Financial assets in foreign currency 113 013 5 651 (5 651)
Financial liabilities in foreign currency (46 808) (2 340) 2 340
Total for SmartCraft ASA 66 205 3 310 (3 310)
ANNUAL REPORT 2022
37
Amounts in NOK (thousands)
Revenue
2022
Effect on revenue
+/- 5%
EBITDA
2022
Effect on EBITDA
+/- 5%
Foreign exchange risk sensitivity
SmartCraft Group consolidated 333 423 +/- 9 634 128 419 +/- 4 475
• June 1
• October 1
ANNUAL REPORT 2022
38
Purchase consideration: Amounts in NOK (thousands)
Cash paid 30 650
Contingent consideration (fair value at date of acquisition) 4 000
Total purchase consideration 34 650
The assets and liabilities recognized as a result of the acquisition are as follows:
Amounts in NOK (thousands) Fair value as of acquisition date
Cash 2 186
Receivables 1 925
Office machinery and equipment 16
Brand 1 654
Technology 13 776
Deferred tax asset 2 983
Customer relationships 1 270
Total assets 23 810
Short-term liabilities 6 014
Other long-term liabilites 5 177
Deferred tax liability 3 674
Total Liabilites 14 864
Net identifiable assets 8 946
Goodwill 25 704
Total consideration for the shares 34 650
ANNUAL REPORT 2022
39
Purchase consideration: Amounts in NOK (thousands)
Cash paid 29 115
Ordinary shares issued 5 986
Contingent consideration (fair value at date of acquisition) 8 012
Total purchase consideration 43 113
The assets and liabilities recognized as a result of the acquisition are as follows:
Amounts in NOK (thousands) Fair value as of acquisition date
Cash 1 904
Trade receivables 851
Office machinery and equipment 26
Other receivables 41
Brand 2 620
Technology 3 105
Customer relatonships 2 597
Total assets 11 144
Trade creditors 262
Public duties payable 639
Other short-term liabilities 3 906
Deferred tax liability 1 664
Total liabilities 6 471
Net identifiable assets 4 673
Goodwill 38 440
Total consideration for the shares 43 113
ANNUAL REPORT 2022
40
Purchase consideration: Amounts in NOK (thousands)
Cash paid 52 362
Ordinary shares issued 10 618
Total purchase consideration 62 980
The assets and liabilities recognized as a result of the acquisition are as follows:
Amounts in NOK (thousands) Fair value as of acquisition date
Cash 7 839
Trade receivables 1 441
Office machinery and equipment 1 737
Other receivables 391
Brand 5 788
Technology 19 220
Customer relatonships 7 620
Total assets 44 038
Trade creditors 740
Long-term liabilities 1 347
Public duties payable 2 099
Other short-term liabilities 15 101
Deferred tax liability 6 327
Total liabilities 25 615
Net identifiable assets 18 423
Goodwill 44 557
Total consideration for the shares 62 980
ANNUAL REPORT 2022
41
Amounts in NOK (thousands) Category 31.12.2022 31.12.2021
Financial assets
Current financial assets FAAC 660 -
Accounts Receivable FAAC 29 478 24 583
Accrued revenue FAAC 416 707
Cash and cash equivalents FAAC 191 587 156 277
Total financial assets 222 141 181 567
Financial liabilities
Non-current financial liabilities FLAC - 1 158
VAT and other public taxes FLAC 21 460 33 126
Accrued operating cost FLAC 19 773 20 425
Accounts payable FLAC 7 829 6 501
Current financial liabilities FLAC - -
Other non-interest bearing liabilities
1)
FLAC 20 063 8 018
Total financial liabilities 69 124 61 210
ANNUAL REPORT 2022
42
Amounts in NOK (thousands) 2022 2021
Revenue from contracts with customers 333 423 270 762
Amounts in NOK (thousands) Revenue recognition 2022 2021
Fixed price subscriptions Over time 291 253 232 596
Transaction priced subscriptions (add-on features) Point in time 29 169 24 918
Total recurring revenue 320 423 257 514
Non-recurring revenue Point in time 13 001 13 248
Total revenue 333 423 270 762
Amounts in NOK (thousands) 2022 2021
Norway 140 742 108 360
Sweden 143 164 126 772
Finland 49 517 35 630
Total revenues 333 423 270 762
ANNUAL REPORT 2022
43
• Specialized contractors includes the customers which provide specialized services within the construction industry, e.g.
• General contractors includes the customers in the construction industry providing services not defined as specialized
Amounts in NOK (thousands) 2022 2021
Specialized construction 140 578 123 376
General construction 192 845 147 386
Total revenue 333 423 270 762
Amounts in NOK (thousands) 2022 2021
Specialized construction 70 823 64 749
General construction 80 451 50 704
Group/eliminiations (22 854) (35 141)
Total EBITDA 128 419 80 312
Amounts in NOK (thousands) 2022 2021
Specialized construction 65 682 60 891
General construction 58 340 43 843
Group/eliminations (34 850) (55 867)
Total EBT 89 173 48 867
Amounts in NOK (thousands) 2022 2021
Specialized construction 78 033 65 417
General construction 128 631 118 415
Group/eliminations 766 869 702 428
Total assets 973 533 886 261
ANNUAL REPORT 2022
44
Amounts in NOK (thousands) 2022 2021
Norway 140 742 108 268
Sweden 143 164 126 888
Finland 49 517 35 606
Total revenue 333 423 270 762
Amounts in NOK (thousands) 2022 2021
Norway 56 731 46 918
Sweden 74 033 60 079
Finland 15 465 6 550
Group/eliminations (17 809) (33 235)
Total EBITDA 128 419 80 312
Amounts in NOK (thousands) 2022 2021
Norway 50 770 42 660
Sweden 67 993 53 550
Finland (59) 5 364
Group/eliminations (29 532) (52 707)
Total EBT 89 173 48 867
Amounts in NOK (thousands) 2022 2021
Norway 80 915 49 126
Sweden 98 159 92 906
Finland 27 590 18 805
Group/eliminations 766 869 725 424
Total assets 973 533 886 261
ANNUAL REPORT 2022
45
2022
Amounts in NOK (thousands) Salary Bonus
Pension
benefit
Other
remuneration
Total
remuneration
Gustav Line, CEO
1
2 313 998 40 10 3 361
Kjartan Bø, CFO
2
1 370 - 40 10 1 420
Christian Saleki, CTO 1 269 - 265 84 1 618
Gunnar Haglund, Chairman of the Board
3
- - - 400 400
Carl Ivarsson, Board member
4
- - - - -
Allan Engström, Board member
5
- - - - -
Christina Skogster Stange, Board member - - - 175 175
Marianne Røren, Board member
6
- - - 215 215
Maria Danell, Board member - - - 175 175
Bernt Ulstein, Board member
7
- - - 185 185
Total 4 952 998 345 1 254 7 549
1. If the company terminates the employment, Mr. Line is entitled to 6 months’ salary after a 6-month termination period.
2. If the company terminates the employment, Mr. Bø is entitled to 3 months’ salary after a 3-month termination period.
3. Mr. Haglund also serves as Chairman of the Audit Committee and Remuneration Committee.
4. Mr. Ivarsson represents Valedo Partners III AB on the Board of Directors. Mr. Ivarsson receives salary from Valedo and has refrained from
5. Mr. Engström represents Valedo Partners III AB on the Board of Directors. Mr. Engström receives salary from Valedo and has refrained from
6. Ms. Røren also serves as a member of the Audit Committee.
7. Mr. Ulstein also serves as a member of the Remuneration committee.
ANNUAL REPORT 2022
46
2021
Amounts in NOK (thousands) Salary Bonus
Pension
benefit
Other
remuneration
Total
remuneration
Gustav Line, CEO
1
2 095 749 38 12 2 894
Kjartan Bø, CFO
2
1 214 - 37 22 1 273
Christian Saleki, CTO
3
632 - 147 8 787
Gunnar Haglund, Chairman of the Board
4
- - - 300 300
Carl Ivarsson, Board member
5
- - - - -
Allan Engström, Board member
6
- - - - -
Christina Skogster Stange, Board member
7
- - - 131 131
Marianne Røren, Board member
8
- - - 161 161
Maria Danell, Board member
9
- - - 131 131
Bernt Ulstein, Board member
10
- - - 139 139
Gaute Engbakk, Chairman of the Board (resigned)
11
- - - 196 196
Arild Hugleik Bødal, Board member (resigned)
12
- - - 131 131
Bjørn Kristian Bentzen, Board member (resigned)
13
- - - - -
Total 3 941 749 222 1 232 6 144
1. If the company terminates the employment, Mr. Line is entitled to 6 months’ salary after a 6-month termination period.
2. If the company terminates the employment, Mr. Bø is entitled to 3 months’ salary after a 3-month termination period.
3. Mr. Saleki was hired as CTO for the Group from June 1
4. Mr. Haglund was elected as Chairman of the Board from April 21
5. Mr. Ivarsson represents Valedo Partners III AB on the Board of Directors. Mr. Ivarsson receives salary from Valedo and has refrained from
6. Mr. Engström represents Valedo Partners III AB on the Board of Directors. Mr. Engström receives salary from Valedo and has refrained from
7. Ms. Stange was elected as Board member from April 21
8. Ms. Røren was elected as Board member from April 21
9. Ms. Danell was elected as Board member from April 21
10. Mr. Ulstein was employed in a Group company until 3Q19 and has continued as a part time consultant. Mr. Ulstein also serves as a member of
11. Mr. Engbakk resigned as the Chairman of the Board on April 21
12. Mr. Bødal resigned from the Board of Directors on April 21
13. Mr. Bentzen is employed in a Group company and resigned from the Board of Directors on April 21
The Group has issued a separate report for remuneration of Group Senior Executive Management in accordance with The
Public Limited Liability Companies Act § 6-16b. The report is available at the Groups website smartcraft.com/investor-relations/
For shares owned by the management and Board of Directors see note 24.
ANNUAL REPORT 2022
47
Goodwill
Amounts in NOK (thousands) 2022 2021
Acquisition cost 01.01 491 223 421 900
Additions 25 744 82 997
Currency translation 335 (13 675)
Acquisition cost 31.12 517 302 491 223
Impairment 01.01 - -
Impairment - -
Accumulated impairment 31.12 - -
Net value 31.12 517 302 491 223
Goodwill per CGU
Amounts in NOK (thousands) 2022 2021
Cordel Norge AS
incl. in Norway Group
197 647
The SmartCraft Sweden Group 150 314 154 957
The Congrid Group 99 027 94 048
The SmartCraft Norway Group 267 961 44 570
Total 517 302 491 223
ANNUAL REPORT 2022
48
Estimated change in impairment
Key assumptions for 2022
Amounts in NOK (thousands) Change Cordel Norge AS
The SmartCraft
Sweden Group
The Congrid
Group
The SmartCraft
Norway Group
Pre-tax discount rate +/-1% point - - - -
Revenue growth rate +/-5% point - - - -
Net working capital +/-10% point - - - -
EBITDA-margin +/-10% point - - - -
ANNUAL REPORT 2022
49
• Cordel: The existing Cordel software has no allocated value as an asset. The new Cordel SaaS solution is included as
• Bygglet: Bygglet is a true-SaaS born in the cloud solution with accessibility on multiple platforms, book value December
• EL-VIS: The EL-VIS software is a modular solution offering mission critical services in the electricians’ daily operations, book
• Congrid: The Congrid solution is a cloud-based tool for complete project management in construction companies, book
• HomeRun: The HomeRun solution is a digital tool for construction project communication, document and procurement
• Kvalitetskontroll: The Kvalitetskontroll solution is a cloud-based project management solution and quality assurance
• El-verdi: The El-verdi solution is a digital sales tool for electricians, book value December 31
• ELinn: The ELinn solution is a cloud based solution for electricians to make offers and handle project management, book
ANNUAL REPORT 2022
50
Amounts in NOK (thousands)
Capitalized
R&D
Customer
relationships Software Brand Total
Balance SmartCraft 01.01.2022 44 892 90 016 69 952 14 083 218 943
Additions - 1 270 14 239 1 812 17 321
Capitalized employee benefit and
other expenses
23 286 - - - 23 286
Disposals - - - - -
Foreign currency translation effect (61) (289) 23 (1) (328)
Acquired cost 31.12.2022 68 117 90 997 84 214 15 894 259 222
Balance SmartCraft 01.01.2022 2 951 15 524 12 636 484 31 596
Amortization of the year 3 524 6 168 7 488 507 17 687
Accumulated amortization disposals - - - - -
Accumulated amortization 31.12.2022 6 475 21 692 20 124 991 49 283
Carrying value 31.12.2022 61 642 69 305 64 090 14 903 209 939
Estimated lifetime 5-10 years 10-20 years 10 years 2 years/indefinite
Amortization schedule Straight line Straight line Straight line Straight line
Amounts in NOK (thousands)
Capitalized
R&D
Customer
relationships Software Brand Total
Balance SmartCraft 01.01.2021 23 713 84 343 50 203 6 056 164 315
Additions 21 559 10 217 22 326 8 408 62 510
Capitalized employee benefit expense - - - - -
Disposals - - - - -
Foreign currency translation effect (380) (4 544) (2 576) (381) (7 881)
Acquired cost 31.12.2021 44 892 90 016 69 952 14 083 218 943
Balance SmartCraft 01.01.2021 1 140 9 512 6 686 - 17 337
Amortization of the year 1 811 6 011 5 942 464 14 228
Accumulated amortization disposals - - - - -
Accumulated amortization 31.12.2021 2 951 15 523 12 628 464 31 565
Carrying value 31.12.2021 41 941 74 493 57 324 13 620 187 378
Estimated lifetime 5-10 years 10-20 years 10 years 2 years/indefinite
Amortization schedule Straight line Straight line Straight line Straight line
ANNUAL REPORT 2022
51
Amounts in NOK (thousands) 2022 2021
Government grant booked as reduction in payroll expences 489 415
Government grant booked as reduction of the carrying value of the asset 571 -
Total government grants 1 060 415
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Accounts receivable 30 477 25 325
Loss allowance 1 000 742
Total 29 477 24 583
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Accounts receivable NOK 6 528 3 969
Accounts receivable SEK 18 966 16 857
Accounts receivable EUR 4 983 4 499
Total 30 477 25 325
ANNUAL REPORT 2022
52
Amounts in NOK (thousands) Total Not overdue < 30 days 30-60 days 60-90 days >90 days
31.12.2022 30 477 24 649 3 544 1 064 391 829
Loss allowance 1 000 84 14 150 199 553
Book value 31.12.2022 29 477 24 564 3 530 915 192 276
31.12.2021 25 325 19 767 3 286 1 043 473 756
Loss allowance 742 68 254 89 97 235
Book value 31.12.2021 24 583 19 700 3 032 954 376 521
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Opening balance 01.01. 742 433
Foreign currency translation effect (4) (7)
Acquired in business combinations 21 150
Net allowance / (reversal) 240 166
Closing balance 31.12. 1 000 742
Realised losses 786 241
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Prepaid expenses 5 769 3 574
Accrued revenue 416 -
Other accruals 1 394 1 413
Total Other current asset 7 579 4 987
ANNUAL REPORT 2022
53
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Cash at banks and on hand 188 873 153 841
Restricted cash balances 2 714 2 435
Total cash and cash equivalents 191 587 156 277
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Cash Balances NOK 51 472 69 947
Cash Balances SEK 120 589 75 884
Cash Balances EUR 19 526 10 446
Total 191 587 156 277
Lease liabilities
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Balance at the beginning of the period 16 865 16 775
Cash changes
Principal payment to lessor (7 537) (6 783)
Interest payment to lessor (560) 556
Non-cash changes
Initial recognition 4 513 6 897
Accrued interest 560 549
Lease modifications 948 26
Foreign currency translation effect (185) (599)
Balance at the end of the period 14 604 16 865
ANNUAL REPORT 2022
54
Financial liabilities
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Balance at the beginning of the period 1 158 236 216
Cash changes
Cash proceeds received from lender - -
Principal payment to lender (7 834) (235 434)
Interest payment to lender - (791)
Non-cash changes
Acquisition Elverdi Norge AS 2 357 -
Acquisition Inprog AS 4 320
Acquisition Kvalitetskontroll AS - 1 302
Delta accrued interest - -
Lease modifications - -
Foreign currency translation effect - (135)
Balance at the end of the period - 1 158
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Accounts payable 7 829 6 501
Other - -
Total 7 829 6 501
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Payroll related liabilities 24 306 23 458
VAT 10 971 9 625
Accrued operating expenses 4 106 4 638
Earn-out for acqusitions 20 048 8 018
Pre-payments from customers 3 093 2 690
Accrued payroll and bonuses 1 962 2 033
Other 1 251 1 145
Total Other current liabilities 65 736 51 607
ANNUAL REPORT 2022
55
Note 20 Taxes
ANNUAL REPORT 2022
56
Reconciling the tax cost
Earnings before tax 89 173 48 867
Calculated tax at 22 % 19 618 10 751
Tax result permanent differences and tax rate difference 3 580 1 420
Use of previously unrecognised loss carried
forward (-) / Increase in valuation allowance
(2 129) -
Adjusted allocated tax from last year 13 -
Tax expense 21 083 12 171
Deferred tax assets are recognized when the Group can document future taxable profits to utilize the tax asset per company.
The deferred tax asset is recognized for the amount corresponding to the expected taxable profit based on the convincing
evidence. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that
convincing evidence no longer exists for the utilization. Unrecognized deferred tax assets are reassessed at each reporting
date and are recognized to the extent that convincing evidence exists supporting that taxable profits will allow the deferred tax
asset to be recovered. The actual outcome of future tax costs may deviate from these estimates.
ANNUAL REPORT 2022
57
Amounts in NOK (thousands) 2022 2021
Miscellaneous office expenses 2 825 2 169
Short term and low value leases* 4 186 2 488
Fixtures and fittings 4 434 3 496
External services 13 841 32 831
Travel 3 942 3 206
Marketing 11 217 7 179
Loss on receivables 786 489
Transaction costs on acquisitions 952 5 775
Other 6 813 4 965
Total 48 996 62 598
ANNUAL REPORT 2022
58
Amounts in NOK (thousands) 2022 2021
Interest income 895 783
Exchange rate gains 16 289 4 830
Other financial income 4 2
Financial income 17 188 5 615
Interest expense 1 104 5 753
Interest expense on lease liabilties - 565
Exchange rate losses 15 187 7 154
Other financial expense 122 864
Financial expense 16 413 14 334
Change in earnout 12 364 -
Net financial items (11 589) (8 720)
ANNUAL REPORT 2022
59
Amounts in NOK (thousands) Vehicles Office equipment Total
Balance SmartCraft 01.01.2022 1 424 8 981 10 405
Additions - 1 003 1 003
Acquisitions of a subidiary - 16 16
Disposals (302) (269) (571)
Foreign currency translation effect - (55) (55)
Acquried cost 31.12.2022 1 122 9 676 10 798
Accumulated depreciation and impairment
Balance SmartCraft 01.01.2022 146 5 527 5 673
Depreciation of the year 207 1 662 1 869
Impairment of the year - - -
Accumulated depreciation disposals - (58) (58)
Accumulated depreciation and impairments 31.12.2022 353 7 131 7 483
Carrying value 31.12.2022 769 2 545 3 314
Amounts in NOK (thousands) Vehicles Office equipment Total
Balance SmartCraft 01.01.2021 - 8 496 8 496
Additions - 397 397
Acquisitions of a subidiary 1 424 442 1 866
Disposals - (137) (137)
Foreign currency translation effect - (217) (217)
Acquried cost 31.12.2021 1 424 8 981 10 405
Accumulated depreciation and impairment
Balance SmartCraft 01.01.2021 - 4 143 4 143
Depreciation of the year 146 1 384 1 530
Impairment of the year - - -
Accumulated depreciation disposals - - -
Accumulated depreciation and impairments 31.12.2021 146 5 527 5 673
Carrying value 31.12.2021 1 278 3 454 4 732
ANNUAL REPORT 2022
60
Amounts in NOK (thousands)
Office
buildings
(Right-of-use
assets)
Vehicles
(Right-of-use
assets)
Machinery
(Right-of-use
assets) Total
Balance SmartCraft 01.01.2022 28 264 4 286 645 33 195
Additions 4 081 616 - 4 697
Acquisitions of a subidiary 764 - - 764
Disposals - - - -
Foreign currency translation effect (178) (39) - (217)
Acquried cost 31.12.2022 32 931 4 863 645 38 439
Accumulated depreciation and impairment
Balance SmartCraft 01.01.2022 13 628 2 021 537 16 186
Depreciation of the year 6 773 1 221 107 8 101
Impairment of the year - - - -
Accumulated depreciation disposals - - - -
Accumulated depreciation and impairments 31.12.2022 20 401 3 242 645 24 288
Carrying value 31.12.2022 12 530 1 621 0 14 152
Amounts in NOK (thousands)
Office
buildings
(Right-of-use
assets)
Vehicles
(Right-of-use
assets)
Machinery
(Right-of-use
assets) Total
Balance SmartCraft 01.01.2021 23 653 2 456 645 26 754
Additions - 1 913 - 1 913
Acquisitions of a subidiary 5 194 - - 5 194
Disposals - - - -
Foreign currency translation effect (583) (84) - (667)
Acquried cost 31.12.2021 28 264 4 286 645 33 195
Accumulated depreciation and impairment
Balance SmartCraft 01.01.2021 8 262 1 059 322 9 643
Depreciation of the year 5 366 962 215 6 543
Impairment of the year - - - -
Accumulated depreciation disposals - - - -
Accumulated depreciation and impairments 31.12.2021 13 628 2 021 537 16 186
Carrying value 31.12.2021 14 636 2 265 108 17 009
ANNUAL REPORT 2022
61
Ownership Voting rights Acquired Location
Functional
currency
SMCRT MGMT 1 AS 80% 80% 2022 Hønefoss, Norway NOK
SmartCraft Software AS 99.8 % 99.8 % 2022 Hønefoss, Norway NOK
SmartCraft Norway AS (indirect) 100% 100% 2021 Hønefoss, Norway NOK
Cordel Norge AS (indirect) 100% 100% 2017 Ålesund, Norway NOK
Kvalitetskontroll AS (indirect) 100% 100% 2021 Rong, Norway NOK
Elverdi Norge AS (indirect) 100% 100% 2022 Svolvær, Norway NOK
Inprog AS (indirect) 100% 100% 2022 Verdal, Norway NOK
SmartCraft Sweden AB (indirect) 100% 100% 2018 Gothenburg, Sweden SEK
Bygglet AB (indirect) 100% 100% 2018 Gothenburg, Sweden SEK
El-Info i Växjö AB (indirect) 100% 100% 2019 Växjö, Sweden SEK
Congrid Oy (indirect) 100% 100% 2020 Helsinki, Finland EUR
Homerunbynet OY (indirect) 100% 100% 2021 Iisalmi, Finland EUR
When establishing the LTIP invited personnel signed up for 20 % of the shares in SMCRT MGMT AS. The signing was a total of
TNOK 4 881.
All subsidiaries follow the same financial calendar as the Group with yearend on December 31
st
.
ANNUAL REPORT 2022
62
SmartCraft ASA shareholders as of December 31
st
, 2022
Shareholders
Number of
common shares
Percent of
shareholding
Valedo Partners III AB 67 903 692 39.6 %
State Street Bank and Trust Comp 24 018 025 14.0 %
Bernt Ulstein (via B. Ulstein AS) 10 736 010 6.3 %
The Northern Trust Comp, London Br 4 475 443 2.6 %
Skandinaviska Enskilda Banken AB 3 938 930 2.3 %
Svenska Handelsbanken AB 3 501 241 2.0 %
HSBC Bank Plc 3 491 134 2.0 %
Swedbank AB 3 061 264 1.8 %
J.P. Morgan SE 2 880 411 1.7 %
BNP Paribas 2 411 904 1.4 %
Clearstream Banking S.A. 2 297 996 1.3 %
State Street Bank and Trust Comp 2 289 190 1.3 %
BNP Paribas SA Luxembourg 2 243 964 1.3 %
J.P. Morgan SE 2 211 887 1.3 %
Gustav Line (via Line Invest AS) 2 078 025 1.2 %
State Street Bank and Trust Comp 2 020 557 1.2 %
CACEIS Bank 1 662 344 1.0 %
Gunnar Haglund, Chairman of the Board (via Skarvhaugen Förvaltning AB) 1 004 800 0.6 %
Marianne Bergman Røren, Board member 5 617 0.0 %
Maria Danell, Board member 5 617 0.0 %
Christine Skogster Stange, Board member 589 0.0 %
Kjartan Bø, CFO (via KBI AS) 298 000 0.2 %
Christian Saleki, CTO 18 149 0.0 %
Other (< 1%) 28 967 516 16.9 %
Total 171 522 305 100.0 %
ANNUAL REPORT 2022
63
SmartCraft ASA shareholders as of December 31
st
, 2021
Shareholders
Number of
common shares
Percent of
shareholding
Valedo Partners III AB 67 903 692 39.6 %
State Street Bank and Trust Comp 27 367 766 16.0 %
B. Ulstein AS 10 736 010 6.3 %
Skandinaviska Enskilda Banken AB 5 956 017 3.5 %
J.P. Morgan Bank Luxembourg S.A. 5 851 193 3.4 %
The Northern Trust Comp, London Br 5 193 229 3.0 %
Brown Brothers Harriman & Co. 4 022 429 2.3 %
Swedbank AB 3 925 509 2.3 %
Nordea Bank Abp 3 452 911 2.0 %
Svenska Handselsbanken AB 3 260 888 1.9 %
BNP Paribas Securities Services 3 175 105 1.9 %
HSBC Bank Plc 2 920 306 1.7 %
JPMorgan Chase Bank, N.A., London 2 554 459 1.5 %
Clearstream Banking S.A. 2 011 788 1.2 %
Nordnet Bank AB 1 817 147 1.1 %
Gunnar Haglund, Chairman of the Board (via Skarvhaugen Förvaltning AB) 1 004 800 0.6 %
Marianne Bergmann Røren, Board member 5 617 0.0 %
Maria Danell, Board member 5 617 0.0 %
Christine Skogster Stange 589 0.0 %
Gustav Line, CEO (via Line Invest AS) 2 078 025 1.2 %
Kjartan Bø, CFO (via KBI AS) 298 000 0.2 %
Christian Saleki, CTO 18 149 0.0 %
Other (< 1%) 17 963 059 10.5 %
Total 171 522 305 100.0 %
ANNUAL REPORT 2022
64
Amounts in NOK (thousands) 2022 2021
Profit for the year due to holders of shares 68 090 36 696
Profit allocated to redeemed preferance shares - 7 282
Profit for the year allocated to common shares 68 090 29 413
Average numbers of common shares 171 484 845 155 857 151
Earning per share and diluted earnings per share NOK 0.40 NOK 0.19
2021 Number of shares Ytd average Number of days
01.01.2021 138 782 400 65 779 055 173
23.06.2021 167 209 366 5 497 294 12
05.07.2021 171 016 687 1 874 155 4
09.07.2021 171 522 305 82 706 646 176
Shares outstanding 31.12 171 522 305 155 857 151 365
2022 Own shares Number of shares Ytd average
01.01.2022 171 522 305 143 796 782
November 216 759 171 305 546 13 149 273
December 234 242 171 071 304 14 538 791
Shares outstanding 31.12 451 001 171 071 304 171 484 845
• B. Ulstein AS is wholly-owned by Bernt Ulstein and his family. B. Ulstein AS the third largest shareholder in SmartCraft ASA.
ANNUAL REPORT 2022
65
Note 27 Current And Non-Current Financial Liabilities
Amounts in NOK (thousands) 31.12.2022 31.12.2021
Current portion of loan facilities - -
Accrued interest - -
Other 7 602 6 952
Total current financial liabilities at 31.12 7 602 6 952
Amounts in NOK (thousands) Lease liabilities Financial liabilities Total
Less than 1 year 8 647 - 8 647
1-2-years 4 110 - 4 110
2-3 years 1 579 - 1 579
3-4 years 974 - 974
4-5 years 663 - 663
More than 5 years 537 - 537
Total undiscounted financial liabilities at 31.12 16 510 - 16 510
ANNUAL REPORT 2022
66
Alternative Performance Measures (APMs)
The following terms are used by the Group in definitions of APMs:
• EBITDA: Is defined as operating income before depreciation of tangible and intangible non-current assets.
• Adjusted EBITDA: Is defined as EBITDA adjusted for special operating items that distorts comparison, such as acquisition
related expenses, listing preparation costs and other items which are special in nature compared to ordinary operational
income or expenses.
• Adjusted EBITDA margin (%): Is defined as Adjusted EBITDA divided by sales, expressed as a percentage.
• Adjusted EBITDA – Capex margin (%): Is defined as Adjusted EBITDA – R&D capex divided by sales, expressed as a
percentage.
• Annual Recurring Revenue (“ARR”): Is defined as a 12 month subscription value of the Group’s customer base at the
end of the reporting period. The ARR metric only includes fixed price subscriptions.
• Recurring Revenue (%): Is defined as subscription revenue generated over the historical period divided by sales for the
same period, expressed as a percentage. Recurring Revenue includes both fixed price and transaction-based subscription
revenues.
• Average Revenue Per Customer (“ARPC”): Is defined as the annualized monthly total operating revenue divided by the
number of customers at the end of the month.
• Churn Rate (%): Is a measure of loss of ARR on a rolling 12-month basis, expressed as a percentage of average monthly
ingoing ARR for the same 12-month period.
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67
Amounts in NOK (thousands) 2022 2021
Revenue from customers 333 423 270 762
Total operating revenue 333 423 270 762
Amounts in NOK (thousands) 2022 2021
EBITDA 128 419 80 312
Adjustments of special items 2 911 28 359
Adjusted EBITDA 131 331 108 671
EBITDA-margin 38.5 % 29.7 %
Adjusted EBITDA-margin 39.4 % 40.1 %
Amounts in NOK (thousands) 2022 2021
Adjusted EBITDA 131 331 108 671
Capitalized development expenses 23 857 21 737
Adjusted EBITDA - CAPEX margin 32.2 % 32.1 %
2022 2021
Annual Recurring Revenue (ARR) (EoP) TNOK 318 348 266 843
Recurring revenue 96.1 % 94.9 %
Average Revenue per Customer (ARPC) NOK 27 857 26 994
Churn rate (R12m) 6.1 % 6.3 %
ANNUAL REPORT 2022
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Financial statements - SmartCraft ASA
Revenue statement
Amounts in NOK (thousands) Note 2022 2021
Operating income and operating expenses
Revenue 1 11 332 8 292
Total income 11 332 8 292
Employee benefits expense 2 11 225 8 519
Depreciation and amortisation expenses 3, 4 19 0
Other expenses 2, 5 6 623 23 197
Total expenses 17 866 31 716
Operating profit (6 534) (23 424)
Financial income and expenses
Income from subsidiaries 31 455 64 194
Interest income from group companies 2 728 1 553
Other interest income 6 875 219
Other financial income 6 16 190 4 821
Interest expense to group companies 686 255
Other interest expenses 6 1 406 5 639
Other financial expenses 6 14 718 8 059
Net financial items 34 437 56 834
Net profit before tax 27 903 33 410
Income tax expense 7 6 143 1 205
Net profit / loss 12 21 760 32 206
Distributed profit / loss
Other equity 21 760 32 206
Total distributed 21 760 32 206
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69
Balance sheet
Assets
Amounts in NOK (thousands) Note 2022 2021
Non-current assets
Concessions, patents, licences, trademarks, and similar rights 4 446 -
Total intangible assets 446 -
Equipment and other movables 3 16 -
Total property, plant and equipment 16 -
Non-current financial assets
Investments in subsidiaries 8 507 786 488 123
Total non-current financial assets 507 786 488 123
Total non-current assets 508 248 488 123
Current assets
Debtors
Other short-term receivables 435 113
Receivables from group companies 9 184 728 104 814
Total receivables 185 163 104 927
Cash and cash equivalents 10 67 617 68 242
Total current assets 252 780 173 169
Total assets 761 028 661 292
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70
Equity and liabilities
Amounts in NOK (thousands) Note 2022 2021
Equity
Contributed equity
Share capital 11 1 715 1 715
Treasury stock 11, 13 (5) -
Share premium reserve 605 893 605 893
Total contributed equity 607 603 607 608
Retained earnings
Other equity 61 299 46 547
Total retained earnings 61 299 46 547
Total equity 12 668 902 654 155
Liabilities
Deferred tax 7 1 069 1 388
Total provisions 1 069 1 388
Current liabilities
Trade payables 232 1 201
Tax payable 7 6 462 1 146
Public duties payable 545 696
Liabilities to group companies 9 79 990 -
Other current liabilities 14 3 826 2 706
Total current liabilities 91 056 5 749
Total liabilities 92 125 7 137
Total equity and liabilities 761 028 661 292
ANNUAL REPORT 2022
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March 27
th
, 2023
Board of Directors, SmartCraft ASA
Gunnar Haglund
Chairman
Carl Ivarsson
Board member
Christina Skogster Stange
Board member
Bernt Ulstein
Board member
Allan Engström
Board member
Marianne Bergmann Røren
Board member
Maria Danell
Board member
Gustav Line
Chief Executive Officer
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72
Indirect cash flow
Amounts in NOK (thousands) Note 2022 2021
Cash flows from operating activities
Profit/loss before tax 27 903 33 410
Tax paid (1 146) (1 705)
Ordinary depreciation 3, 4 19 -
Change in accounts receivable - 3 662
Change in accounts payable (969) (389)
Items classified as investment or financing activities 1 406 5 639
Change in other accrual items 647 837
Net cash flows from operating activities 27 861 41 455
Cash flows from investment activities
Payments to buy tangible assets (481) -
Payments to buy shares and participations in other companies (19 663) (1 530)
Group contributions 64 194 19 972
Net cash flows from investment activities 44 050 18 442
Cash flows from financing activities
Repayment of long-term liabilities - (232 481)
Proceeds from equity - 567 891
Repayments of equity - (208 973)
Change in intercompany debt (17 580) (127 839)
Change in cashpool account (46 537) 9 193
Interest paid (1 406) (5 639)
Other financial items 13 (7 012) -
Net cash flows from financing activities (72 536) 2 152
Net change in cash and cash equivalents (625) 62 050
Cash and cash equivalents at the start of the period 68 242 6 192
Cash and cash equivalents at the end of the period 10 67 617 68 242
ANNUAL REPORT 2022
73
Accounting principles
The annual accounts have been prepared in conformity with the provisions of the Accounting Act and good accounting
practice.
Use of estimates
In the preparation of the annual accounts estimates and assumptions have been made that have affected the profit and loss
account and the valuation of assets and liabilities, and uncertain assets and liabilities on the balance sheet date in accordance
with generally accepted accounting practice. Areas which to a large extent contain such subjective evaluations, a high degree
of complexity, or areas where the assumptions and estimates are material for the annual accounts, are described in the notes.
Revenues
Services are posted as income as they are delivered. The company provide management services for the other companies in
the SmartCraft Group.
Tax
The tax charge in the profit and loss account consists of tax payable for the period and the change in deferred tax. Deferred
tax is calculated at the tax rate at 22 % on the basis of tax-reducing and tax-increasing temporary differences that exist
between accounting and tax values, and the tax loss carried forward at the end of the accounting year. Tax-increasing and tax-
reducing temporary differences that reverse or may reverse in the same period are set off and entered net. The net deferred
tax receivable is entered on the balance sheet to the extent that it is likely that it can be utilised.
Classification and valuation of fixed assets
Fixed assets consist of assets intended for long-term ownership and use. Fixed assets are valued at acquisition cost less
depreciation and write-downs. Long-term liabilities are entered on the balance sheet at the nominal amount at the time of the
transaction.
Plant and equipment is capitalised and appreciated over the economic lifetime of the asset. Significant items of plant and
equipment that consist of several material components with different lifetimes are broken down in order to establish different
depreciation periods for the different components. Direct maintenance of plant and equipment is expensed on an ongoing
basis under operating costs, while additions or improvements are added to the asset’s cost price and depreciated in line with
the asset. Plant and equipment is written down to the recoverable amount in the event of a fall in value that is not expected
to be temporary. The recoverable amount is the higher of the net sales value and the value in use. Value in use is the present
value of future cash flows related to the asset. The write-down is reversed when the basis for the write-down is no longer
present.
Classification and valuation of current assets
Current assets and short-term liabilities consist normally of items that fall due for payment within one year of the balance
sheet date, as well as items related to the stock cycle. Current assets are valued at the lower of acquisition cost and fair value.
Short-term liabilities are entered on the balance sheet at the nominal amount at the time of the transaction.
ANNUAL REPORT 2022
74
Subsidiaries and associated companies
Subsidiaries and associated companies are valued using the cost method in the company accounts. The investment is valued
at acquisition cost for the shares unless a write-down has been necessary. A write-down to fair value is made when a fall in
value is due to reasons that cannot be expected to be temporary and such write-down must be considered as necessary in
accordance with good accounting practice. Write-downs are reversed when the basis for the write-down is no longer present.
Dividends, group contributions and other distributions from subsidiaries are posted to income in the same year as provided
for in the distributor’s accounts. To the extent that dividends/ group contributions exceed the share of profits earned after the
date of acquisition, the excess amounts represents a repayment of invested capital, and distributions are deducted from the
investment’s value in the balance sheet of the parent company.
Receivables
Receivables from customers and other receivables are entered at par value after deducting a provision for expected losses.
The provision for losses is made on the basis of an individual assessment of the respective receivables. In addition an
unspecified provision is made to cover expected losses on claims in respect of customer receivables.
Revenues
Income from the sale of goods is recognised on the date of delivery. Services are posted as income as they are delivered.
Cash flow statement
The cash flow statement has been prepared using the indirect method. Cash and cash equivalents consist of cash, bank
deposits and other short-term, liquid investments.
Note 1 Sales income
Amounts in NOK (thousands) 2022 2021
By business area
Management services 11 332 8 292
Total 11 332 8 292
Geographic breakdown
Norway 7 867 3 618
Sweden 2 401 3 377
Finland 1 065 1 297
Total 11 332 8 292
ANNUAL REPORT 2022
75
Note 2 Salary costs and benefits, remuneration to the chief executive,
board and auditor
Salary cost
Amounts in NOK (thousands) 2022 2021
Salaries 7 522 5 972
Employment tax 1 067 827
Pension costs 138 94
Other benefits 2 498 1 626
Total 11 225 8 519
In 2022 the company employed 4 full time employees.
Pension liabilities
The company is liable to maintain an occupational pension scheme under the Mandatory Occupational Pensions Act. The
company’s pension schemes are defined contribution schemes and satisfy the requirements of this Act.
Remuneration to leading personnel
Amounts in NOK (thousands) Chief Executive Officer Board
Salaries 2 313 -
Pension costs 40 -
Other remuneration 1 008 1 150
Total 3 361 1 150
If the company terminates the employment the CEO is entitled to 6 monts’ salary after a 6 month termination period. There
are no loans or collateral granted the CEO or members of the Board. SmartCraft ASA has prepared a report for remuneration
to leading personnel in accordance with the Accounting Act § 7-31b.
Auditor
Audit fees expensed for 2022 amount to NOK 568 excl. VAT. In addition there is a fee for other services of NOK 74 excl. VAT.
Other services are mainly related to confirmations required in relation to establishing the LTIP in 2022.
ANNUAL REPORT 2022
76
Note 3 Tangible assets
Amounts in NOK (thousands)
Equipments and
other movables
Total
Acquisition cost 01.01.2022 - -
Inflow of purchased tangible assets 17 17
Acquisition cost 31.12.2022 17 17
Accumulated depreciations 31.12 1 1
Book value 31.12.2022 16 16
Acc. depreciations and write-downs 01.01.2022 - -
This year’s depreciation 1 1
Acc. depreciations and write-downs 31.12.2022 1 1
Economic lifetime 3-5 years
Decreciation plan Linear
Note 4 Intangible assets
Amounts in NOK (thousands)
Equipments and
other movables
Total
Acquisition cost 01.01.2022 - -
Inflow of purchased tangible assets 464 464
Acquisition cost 31.12.2022 464 464
Accumulated depreciations 31.12 19 19
Book value 31.12.2022 446 446
Acc. depreciations and write-downs 01.01.2022 - -
This year’s depreciation 19 19
Acc. depreciations and write-downs 31.12.2022 19 19
Economic lifetime 10 years
Decreciation plan Linear
ANNUAL REPORT 2022
77
Note 5 Individual transactions
In 2022 the company has performed a restructuring of the Group companies as part of implementing a Long Term Investment
Program. As part of the restructuring the shares in SmartCraft Norway AS, SmartCraft Sweden AB and Congrid Oy were
transferred to SmartCraft Software AS, while the shares in Cordel Norge AS were transferred to SmartCraft Norway AS. The
transferred have been booked at fair value but due to the requirement of continuity for non-transactions in accordance with
the Accounting Act the gains of TNOK 2 052 255 have been reversed.
In 2021 the company went through a Initial Public Offering process and the subsequent listing on Oslo Stock Exchange.
The annual account for 2021 inlcluded costs related to the process of TNOK 20 287 which was posted to other operating
expenses.
Note 6 Items that are aggregated in the accounts
Finacial income
Amounts in NOK 2022 2021
Interest income CashPool 875 219
Agio 16 190 4 821
Total financial income 17 065 5 041
Financial costs
Amounts in NOK 2022 2021
Interest costs from companies in the same group - 255
Interest and provisions for CashPool 1 402 -
Other interest expenses 5 5 639
Disagio 14 718 7 106
Total financial costs 16 124 13 000
ANNUAL REPORT 2022
78
Note 7 Tax
This year’s tax expense
Amounts in NOK (thousands) 2022 2021
Entered tax on ordinary profit/loss:
Payable tax 6 462 -
Changes in deferred tax (319) 1 205
Tax expense on ordinary profit/loss 6 143 1 205
Taxable income:
Ordinary result before tax 27 903 33 410
Permanent differences (31 435) (47 127)
Changes in temporary differences 1 450 (5 477)
Received intra-group contribution 31 455 19 194
Taxable income 29 373 -
Payable tax in the balance:
Payable tax on this year's result (458) (3 077)
Payable tax on received Group contribution 6 920 4 223
Total payable tax in the balance 6 462 1 146
Calculation of effective tax rate
Profit before tax 27 903 33 410
Calculated tax on profit before tax 6 139 7 350
Tax effect of permanent differences 4 (6 145)
Total 6 143 1 205
Effective tax rate 22.0 % 3.6 %
The tax effect of temporary differences that has formed the basis for deferred tax and deferred tax advantages, specified on
type of temporary differences
Amounts in NOK (thousands) 2022 2021 Difference
Tangible assets 4 - (4)
Long-term receivables and liabilities in foreign currency 4 857 6 310 1 454
Total 4 860 6 310 1 450
Basis for deferred tax 4 860 6 310 1 450
Deferred tax (22 %) 1 069 1 388 319
ANNUAL REPORT 2022
79
Note 8 Subsidiaries, associated companies etc.
Amounts in NOK (thousands)
Subsidiary Office
Acquisition
registered
Ownership
interest Book value
Share of
equity
Share of
result
SmartCraft Software AS Hønefoss, NOR 2022 99.8 % 488 263 511 718 (6)
SMCRT MGMT 1 AS Hønefoss, NOR 2022 80 % 19 523 19 510 3
Total 507 786
Investments in subsidiaries are recognised according to the cost method in the company’s financial statements.
Profit in foreign subsidiaries is converted to the average exchange rate for 2022, equity is converted to the closing rate at
December 31
st
, 2022.
In 2022 the shares in SmartCraft Norway AS, SmartCraft Sweden AB, Congrid OY and Cordel Norge AS was transferred to
SmartCraft Software AS as part of a group restructuring. The remaining ownership in SmartCraft Software AS is owned by
SMCRT MGMT 1 AS.
Note 9 Intercompany items between companies in the same group etc.
Customer receivables Other receivables
Amounts in NOK (thousands) 2022 2021 2022 2021
Companies in the same group - - 184 728 193 197
Total - - 184 728 193 197
Debt to suppliers Other long-term liabilities
Amounts in NOK (thousands) 2022 2021 2022 2021
Companies in the same group - - 79 990 88 383
Total - - 79 990 88 383
Note 10 Bank deposits
Funds standing on the tax deduction account (restricted funds) are TNOK 274.
SmartCraft ASA is the owner of the Cash Pool organized together with Cordel Norge AS and SmartCraft Norway AS.
ANNUAL REPORT 2022
80
Note 11 Shareholders
Share capital in Smartcraft ASA pr. December 31
st
2022 consists of:
Total Nominal value Share capital
Common shares 171 522 305 0.01 1 715
Total 171 522 305 1 715
There have been performed a split of the shares in the company in 2021 with the ratio 1:100.
Shareholders
The largest shareholders as of December 31
st
2022 were:
Shareholders
Number of
common shares
Percent of
shareholding
Valedo Partners III AB 67 903 692 39.6 %
State Street Bank and Trust Comp 27 367 766 16.0 %
Bernt Ulstein, Board member (via B.Ulstein AS) 10 736 010 6.3 %
The Northern Trust Comp, London Br 4 475 443 2.6 %
Skandinaviska Enskilda Banken AB 3 938 930 2.3 %
Svenska Handselsbanken AB 3 501 241 2.0 %
HSBC Bank Plc 3 491 134 2.0 %
Swedbank AB 3 061 264 1.8 %
J.P. Morgan SE 2 880 411 1.7 %
BNP Paribas 2 411 904 1.4 %
CLEARSTREAM BANKING S.A. 2 297 996 1.3 %
State Street Bank and Trust Comp 2 289 190 1.3 %
BNP Paribas 2 243 964 1.3 %
J.P. Morgan SE 2 211 887 1.3 %
Gustav Line, CEO (via Line Invest AS) 2 078 025 1.2 %
State Street Bank and Trust Comp 2 020 557 1.2 %
CACEIS Bank 1 662 344 1.0 %
Tjenssen AS 1 610 104 0.9 %
JPMorgan Chase Bank, N.A., London 1 566 680 0.9 %
Avanza Bank AB 1 480 127 0.9 %
Gunnar Haglund, Chairman of the Board (via Skarvhaugen Förvaltning AB) 1 004 800 0.6 %
Kjartan Bø, CFO (via KBI AS) 298 000 0.2 %
Christian Saleki, CTO 18 149 0.0 %
Marianne Bergmann Røren, Board member 5 617 0.0 %
Maria Danell, Board member 5 617 0.0 %
Christina Skogster Stange, Board memeber 589 0.0 %
Other 24 310 605 14.2 %
Total 171 522 305 100.0 %
ANNUAL REPORT 2022
81
SmartCraft ASA is the parent company in the SmartCraft Group and prepares consolidated accounts which can be handed out
at the company’s offices in Hvervenmoveien 45, 3511 Hønefoss.
Note 12 Equity
Amounts in NOK (thousands) Share capital
Treasury
shares Share premium
Other equity
capital
Total equity
capital
Pr. 31.12.2021 1 715 - 605 893 46 547 654 155
Purchase of treasury shares - (5) - (7 008) (7 012)
Result of the year - - - 21 760 21 760
Pr 31.12.2022 1 715 (5) 605 893 61 299 668 902
Note 13 Treasury shares
During 2022 the company acquired 451 001 shares in the market at TNOK 7 012. The purchase of shares are in accordance of
the share buy-back program authorized by an Extraordinary General Meeting held November 2
nd
, 2022. The buy-back program
is managed by Carnegie.
Development in the company’s purchase of treasury shares
Amounts in NOK
Number of
shares
Par value
per share
Total
amount
Amount of
share capital
Result of the year 451 001 0.01 4 510 0.3 %
Pr 31.12.2022 451 001 0.01 4 510 0.3 %
Note 14 Provisions for liabilities
Short-term provisions
Amounts in NOK (thousands) Restructuring Accrued costs Total
Balance 01.01.2022 - 2 706 2 706
Provisions 1 021 2 805 3 826
Provisions utilised - (2 706) (2 706)
Balance 31.12.2022 1 021 2 805 3 826
There are no contingent liabilites as of December 31
st
, 2022.
ANNUAL REPORT 2022
82
Note 15 Financial market risk
Smartcraft ASA have a limited activity other than management of group companies.
Credit risk
The company has a credit risk related to receivables from group companies. The risk of a counterpart not having the financial
capacity to fulfil its obligations is considered to be low. Historically, there have been no losses on intercompany receivables.
Currency risk
The company’s currency exposure is related to intercompany balances being booked in the local currency of the counterpart.
As of December 31
st
, 2022, SmartCraft ASA has financial liabilities of TSEK 49 516, and financial assets of TEUR 4 524 and TSEK
69 236. The exposure of foreign currency is concidered low.
ANNUAL REPORT 2022
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Audit report
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