Annual report
2022
Sikri Group ASA
Annual Report 2022
Contents
01 This is Sikri Group 3
02 2022 in brief 5
03 CEO letter 8
04 Our management and board 10
05 Our values 14
06 Sikri Group company structure 15
07 Segment review: Public 17
08 Segment review: Private 20
09 Segment review: Consumer 23
10 Segment review: Metria 26
11 Building position and brands 31
12 Innovation and growth strategy 34
13 ESG 35
14 Board of Directors’ report 42
15 Consolidated financial statements 56
16 Sikri Group ASA financial statements 122
17 Auditor’s report 135
3
Sikri Group ASA
Annual Report 2022
01 This is Sikri Group
Sikri Group (or “the Company”) has developed from a software house specializing in
software and services towards the public sector, to also become a large PropTech player.
Our customer base spans from the public sector
to private businesses within real estate, banking,
insurance, property developers, media companies,
builders, property owners, realtors, engineers, power
companies and building materials production
companies. We create added value for public sector,
private industries, and consumers, with an innovative
approach to the use of data.
Sikri Group has a broad coverage in areas where the
Company has an established market position, for
example by expanding our offering from supplying
case management in building applications, to offering
building application solutions for citizens and private
entities. Thereby, Sikri Group is offering a full value
chain approach to the building application process.
Furthermore, within geoinformation, the Company
is offering services and solutions through geodata,
property & real estate, consultancy & analysis and
cloud solutions through Metria.
For Sikri Group, data is at the core of everything we
do. The global data economy is growing, and data
driven decisions will be key in managing a volatile
future, both within the business world but also in
bigger issues such as battling global climate change.
We create seamless digital services to enable powerful
insight and easy interaction between people, the
private and public sector.
Sikri Group represents 490 full-time employees at
the end of December 2022, whereof 34 percent
are females. Our Board is comprised of 40 percent
females, and the management team comprises
44 percent females. Our team of dedicated
employees work together to create value and shape
a sustainable future, promoting transparency and
building trust.
The Company has an ambitious growth strategy,
both through organic development and M&A. Sikri
Group continuously look for acquisition targets that
will enable the Company to sell existing products and
services to new customer groups or in new markets
and geographies, or that will enable Sikri Group to
broaden the portfolio towards existing customers.
However, the Company’s long-term success in
achieving its goals will be met by successfully
integrating acquired companies into Sikri Group and
identifying synergies and common development
opportunities between our segments.
A common denominator for Sikri Group is that we
deliver modern Cloud based services and shorten
the journey towards value creation for our customers
through our solutions. We create a more transparent
society through data collection, sharing and usage.
4
Sikri Group ASA
Annual Report 2022
Sikri Group’s four segments
Public – The public segment consists of Sikri AS, providing critical software
solutions to the public sector for case processing, building applications, archiving,
and document management. Sureway AS and Pixedit AS were both merged
into Sikri AS during 2022, as part of Sikri Group’s strategy of integrating previous
acquisitions and further simplifying reporting and operating structure.
Private – The private segment consists of Ambita AS, offering digital solutions
based on real estate data. Ambita provides professional players involved in
developing, buying and selling property with crucial services securing quality,
transparency and efficiency in their workflows. The portfolio of services is based
on a combination of unique datasets and deep domain knowledge and includes
Infoland with agent documents, digital registration services, digital building
applications and a range of other services.
Consumer – The consumer segment consists of Boligmappa AS and Virdi AS,
delivering digital platforms where property owners can take control of the
condition and value of their property through documentation, automatic valuation
models and unique insights. By the services offered, homeowners have access to
key tools for securing and developing what for most consumers represents their
largest investment – both when owning, selling, and buying a home.
Metria – Within geoinformation, Metria offers services and solutions within
geodata, property & real estate, consultancy & analysis and cloud solutions. The
acquisition of Metria allowed Sikri Group to gain a strong position in Sweden and
strengthened the Company competitively, geographically and from a product
offering and competence perspective. Metria’s customers include municipalities,
authorities, construction companies, forestry, energy and telecom, banking, and
insurance – all with a need of improved digitization in their organizations.
PUBLI C PRI VATE
CON SUM ER
5
Sikri Group ASA
Annual Report 2022
1
When adjusting for currency impacts
90%
Growth including
growth from M&A
Sikri Group has expanded its footprint
significantly during 2022, both regarding
service offerings and customer base, as well
as new segments and services.
Our goal is to be the leading Nordic data driven
ecosystem for public case management and
proptech, servicing public sector, private companies,
and consumers. The key underlying driver for our
development is the pressing need for accelerated
digitization of complex processes involving public
entities, private enterprises, and private consumers.
Sikri Group also offers services and solutions in the
Swedish market within geoinformation.
Through the acquisition of Metria in the Spring of
2022, Sikri Group has become 490 employees and
delivered 86 percent inorganic growth for the year.
The company has taken important strategic steps
by acquiring Metria and divesting Prognosesenteret
during the year, focusing on coordinating and
realizing synergies between the three large segments
Public, Private and Metria. The divestment of
Prognosesenteret means further concentration on
Sikri Group’s SaaS based offering which sharpens the
focus of our organization.
Some highlights
for the year
02 2022 in brief
MNOK 1 032 3%
Successful
uplisting
17%
Overall revenue in 2022
in Sikri Group
Proforma organic
growth
1
Sikri listed on
Euronext Oslo Børs
from 7 July 2022
Adjusted EBITDA
margin
61%
Win-rate in public
sector contracts
6
Sikri Group ASA
Annual Report 2022
MNOK 411
Added to the company
with acquisition of
Metria
2
MSEK 430
Size of contracts won with
Swedish Environmental
Protection agency
NOK 1000 2022 2021
Revenue 1 031 512 543 242
Cost of goods sold 397 528 198 714
Gross profit 633 984 344 528
Other operating expenses 497 688 267 222
EBITDA 136 296 77 306
Other income and expenses 39 112 31 620
Adjusted EBITDA 175 408 108 926
Adjusted EBITDA margin % 17 % 20 %
NOK 1000 2022 2021
Revenue 1 133 942 1 128 550
Cost of goods sold 428 838 413 852
Gross profit 705 105 417 698
Other operating expenses 551 545 539 808
EBITDA 153 560 174 890
Other income and expenses 39 112 32 753
Adjusted EBITDA 192 672 207 642
Adjusted EBITDA margin % 17% 18%
Income and expenses
Reported actuals
Income and expenses
Proforma figures – provided due to M&A activity
MNOK 317
Equity raised
2
Proforma terms
Divested
non-core services in
Prognosesenteret,
improving capital structure
More highlights for the year
MNOK 373
Annual recurring revenue
(ARR)
8%
Growth in ARR YoY
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Annual Report 2022
Key facts and figures
45%
75%
~1 mill.
490
Revenue from
Public sector
Recurring or re-occuring
revenue Group
Transactions via the land
and property register API
in the Private segment
3
Employees in Sikri Group,
up from 272 in 2021
3
In 2022
Share of women and men
in the Group
Men Women
Share of women and men
in Management
Men Women
61%
Gross margin
Sikri Group
34% 44%
66% 56%
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Sikri Group ASA
Annual Report 2022
Firmly rooted in our goal of building a leading Nordic ecosystem for public administration,
public sector and the lifecycle of properties we continued to execute on our strategy in 2022.
• We grew our revenue with 90 percent, while
EBITDA increased by 78 percent. Organic growth
was 3 percent
4
.
• We expanded our footprint to Sweden through
the acquisition of Metria, a leading player within
geodata and real estate information.
• We continued to develop our scalable cloud-based
software platforms for both the public sector and
real estate lifecycle.
Looking at our fundamental ambition, Sikri Group
seeks to tie public entities, businesses, and consumers
closer together and reduce friction in interaction and
transactions between the various parties. And in
many ways, the Nordic countries are playing a leading
role on the international scene when it comes to
digitization. This is driven by the societies’ high level of
digital investments in both public and private sector,
high expectations for digital and swift processes, tech-
savvy populations and continuous push from stricter
regulations and requirements for documentation.
For us in Sikri Group it is gratifying to see that
our solutions can simplify the lives of consumers
and reduce spending for public entities or private
enterprises. As an example, the number of architects,
builders and other customers using our solution
“Byggesøknaden” for automized preparation and
submission of building permit applications increased
rapidly last year. The number of paying customers
increased by 10 percent, while total revenue for the
service increased by 16 percent. On the receiving end,
the applications are automatically collected and
handled by our building permit case management
system for municipalities “Elements eByggesak”. One
of our new customers, the city of Fredrikstad, reduced
their backlog of pending building permits from 216
cases to only 10 after the implementation.
This is just one simple illustration on how we create
value for society and for our customers.
03 CEO letter
Similarly, we have built a foundation for long-term
value creation for shareholders. During the last
two years, our M&A strategy has transformed the
Company to a comprehensive provider of data
driven software solutions with strong footprint in
two attractive markets: Norway and Sweden. The
acquisition of Metria last year was the most recent
large piece of the puzzle, following the acquisition of
Ambita in 2021. We are the market leader in Norway
for public case management and archiving, and the
leader both in Norway and Sweden when it comes to
mission critical geo and real estate data and analysis,
market insight within real estate, and document
management. We are in the process of extracting
large synergies both on the revenue and cost side.
Gradually, we are moving towards a pure-play
software as a service (SaaS) company with an
increased share of recurring revenue. Last year’s
divestment of Prognosesenteret represented another
step in this direction. At the end of 2022, we had
annual recurring revenues of 373 million, 8 percent
higher than one year earlier, whereas 75 percent of
our total revenues were recurring or recurring-like. Our
high share of revenue from public sector, 45 percent,
adds to the quality of our revenue base.
4
When adjusting for currency impacts
The rapid M&A-driven growth also
transformed our balance sheet, and during
2022, we redcuced our debt by raising more
than NOK 300 million in new equity.
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Sikri Group ASA
Annual Report 2022
With software as our primary source of revenues, and
an increasing share of SaaS based delivery models,
continued growth will turn into increased profitability
over time.
The rapid M&A driven growth also transformed our
balance sheet, and during 2022 we reduced our
debt by raising more than NOK 300 million in new
equity, which combined with the divestment of
Prognosesenteret contributed to establishing a strong
financial platform for continued growth.
Looking into 2023, we have the building blocks
in place for continued good development. At the
same time, the geopolitical situation as well as the
macroeconomic backdrop means that markets
are uncertain. However, even though parts of our
revenues in the real estate transaction value chain
are related to the market activity, we have significant
resilience in our group with high recurring revenue
share and significant revenue from the public sector.
Also, most of our solutions are mission critical for our
customers.
There is great potential to increase our customer base
and do more cross sales. This is why it is a key focus for
us to further reinforce our sales organization to further
realize scale effects on our platform through higher
profitability. The second focal point is to continue
to extract the value from acquired companies by
focusing on synergies across the Company.
Finally, I would like to take the opportunity to thank all
my colleagues in Sikri Group, our customers, partners,
and shareholders for the trust and confidence during
2022. We will continue to work relentlessly to earn the
trust and confidence also in 2023 and beyond.
Nicolay Moulin
CEO, Sikri
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Sikri Group ASA
Annual Report 2022
04 Our management and board
Management
Sikri Group has a dedicated and experienced management team.
The management represents different disciplines and varied experience.
The share of females in the management team is 44 percent.
Nicolay Moulin
Chief Executive Officer
Moulin (1977) has been CEO of
Sikri Group since 2020 and led
the carve-out team and esta-
blishment of Sikri Group. Held
various roles in EVRY Norway
during 2013-2020, including
VP and Business Unit manager
for government clients. Moulin
has also been CEO of Lenco
Systems, in addition to Director
in Crayon Group, among others.
Camilla Aardal
Chief Financial Officer
Aardal (1975) has been CFO of
Sikri Group since September
2020. Held the role as CFO in
EVRY Norway during 2014-
2020, and several CFO roles in
IT and consulting companies,
such as Capgemini Norway, as
well as in Optimar AS. Aardal
also has a consulting backgro-
und from PwC.
Eirik Pedersen
Sales Director
Pedersen (1964) has been COO
of Sikri Group since February
2020. Held various managerial
roles in Proact during 2008-
2019, including Director and
Chairman of Proact Nordic, as
well as CEO of Proact Norway
in 2008-2011 and 2016-2019.
Pedersen has previously been
CEO of Xperion and held vario-
us management positions at
Sun Microsystems.
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Sikri Group ASA
Annual Report 2022
Arild Elverum
Managing Director, Ambita AS
Elverum (1974) has been
Managing Director of Ambita
AS since August 2021. Has
broad experience from manage-
ment, sales and marketing
in the IT and telecom sector.
Before joining Ambita, Elverum
worked with digitization and
conversion to new business
opportunities in companies
such as EVRY, Microsoft, Nokia
and Telenor.
Anne Mette Havaas
Director Marketing and
Communication
Havaas (1976) has been CMO of
Sikri Group since January 2020.
Previously Head of Department
in EVRY, where she worked
during 2015-2019. Havaas has
held various strategic roles wit-
hin public and municipal sectors
between 1998-2015.
Erling Olaussen
Managing Director,
Boligmappa AS
Olaussen (1970) has been
Managing Director of
Boligmappa AS since 2018.
Olaussen has extensive
experience from various techn-
ology companies, including as
development manager and CIO
in Infront AS, before he became
technology director at Ambita
in 2015, and head of Boligmap-
pa in 2018.
Anny Margrethe Bratterud
HR Director
Bratterud (1967) has been
HR Director in Sikri Group since
2021. Held several manage-
ment positions in IT and in
Ambita before she became HR
director in 2011. Bratterud has
a Master’s degree in technology
and management from BI.
Jonas Åkermann
Managing Director, Metria AB
Åkermann (1973) has been
Managing Director of Metria
AB since August 2022. Åkerman
has held different executive
positions within the digital busi-
ness information and IT services
industry. He has held roles as
Managing Director, Business
Area Director and Sales Director
in companies such as Bisnode
and InfoTrader.
Hege Moe Tveit
Managing Director, Sikri AS
Tveit (1973) has been Managing
Director of Sikri AS since August
2022. Previously responsible
for strategy and business
development in Sikri Group and
strategy, product and business
development in Ambita. Tveit
has also held various mana-
gement roles in Telenor within
development and operations.
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Sikri Group ASA
Annual Report 2022
Board of Directors
Sikri Group’s Board of Directors consists of five members, elected by the
annual general meeting. The Board is comprised of directors with varied
backgrounds and represents a broad range of experience both within and
outside the IT sector. The collective knowledge contributes to safeguard
and develop Sikri Group’s long-term growth strategy. The share of
females in the Board of Directors is 40 percent.
Rolv Erik Ryssdal
Chairperson
Ryssdal (1962) was Managing
Director of Aftonbladet from
1999 to 2005 and held the
same position in VG from 2005
to 2008. CEO in Schibsted from
2009 to 2018 when he became
CEO of Adevinta, spun out of
Schibsted. Led Adevinta’s IPO
in 2019 and the acquisition of
eBay Classifieds Group in 2021,
making Adevinta the largest in-
ternational classifieds company
globally.
Jens Rugseth
Board Member
Rugseth (1962) is Chairman of
Karbon Invest, an investment
company controlled by Jens
Rugseth and Rune Syversen.
Chairman of Crayon Group and
Link Mobility since early 2000s.
Chairman of Techstep since
2019. Co-founder of Crayon
Group, Link Mobility, Basefarm,
and Mnemonic. Chairman of
Sikri Group during January
2020 - May 2021, and Board
member since June 2021.
Martine Dragset
Board Member
Dragset (1989) is COO in
Mentra by SATS. Previously.
she worked in McKinsey,
most recently as Associate
Partner, focusing on strategy
and commercial topics for B2C
companies. Holds an MBA from
Harvard Business School and a
BSc in Economics and Business
Administration from NHH. Bo-
ard member of Sikri Group since
June 2022.
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Sikri Group ASA
Annual Report 2022
Sigrun Syverud
Board Member
Syverud (1987) is Co-Founder
and CEO of FJONG Norge AS.
Previously held positions within
consulting & finance, including
in Arctic Securities, McKinsey
and Arkwright Corporate
Finance. Syverud holds a MSc in
Finance from Norges Handels-
høyskole (NHH) and a BA in
economics from Humboldt
University, Berlin. Board mem-
ber of Sikri Group since June
2022.
Preben Rasch-Olsen
Board Member
Rasch-Olsen (1974) is the In-
vestment Director in
Carucel Finance – a family
office controlled by Carl Erik
Krefting. Board member in
Rift Labs and Reintelligent.
Former Financial Analyst in
Handelsbanken and Carnegie
in the period 1998-2019. Board
member of Sikri Group since
January 2020.
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Sikri Group ASA
Annual Report 2022
We create seamless digital services to enable powerful insight and easy
interaction between people, the private and public sector. Together we
create value and shape a sustainable future, promoting transparency and
building trust — insight and interactions made effortless.
We are building the leading Nordic ecosystem for public administration,
property technology, analysis, and data.
05 Our values
Innovative
Our unique position, providing services that connects consumers, the private and public sector,
gives us a holistic approach to product development. We don’t just think outside the box, we
tear down its barriers.
Collaborating
We work together within each company and across Sikri Group, with our partners, clients
and the public to create digital eco-systems that in turn enable society to work together and
interact seamlessly. All because we believe collaboration is key to building a sustainable future.
Sustainable
Sustainability is a major inherent part of all our solutions. We believe in clever and responsible
utilization of digital possibilities to reach our common goals. Reduced costs, effort and spent
resources benefit people, society and the planet.
Trustworthy
We earn the trust of our colleagues, partners and clients, and strengthen trust in society by
creating digital services that promote transparency and enable smooth interaction between all.
In our organization, the customer is first, in everything we do!
1
2
3
4
An attractive workplace with diversity and room for development
is key for our growth journey.
With an efficient, agile and learning organization where trust
and responsibility are core values, we act quickly on the needs
of our customers and to changing market conditions.
We have a growth mindset and through innovation, development,
and collaboration, we continuously seek new opportunities together
with our customers and partners.
To reach our high ambitions and to be the
best possible partner for our customers, we
set high goals for the Sikri team.
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Sikri Group ASA
Annual Report 2022
Sikri Group ASA is a public limited liability
company organized and existing under the
laws of Norway pursuant to the Norwegian
Public Limited Liability Companies Act.
The Company’s main office is in Norway,
Dronning Mauds gate 10, 0250 Oslo. The
Company has several locations in Norway
and Sweden.
Sikri Group’s business is organized and reported
according to a segment structure comprised of the
following four segments in 2022: Public, Private,
Consumer and Metria.
In addition, as part of the transaction to sell 51
percent of Sikri Group’s shares in 4CastGroup AS in
November 2022, all subsidiaries and investments
owned by 4CastGroup AS with business activities
within property technology (“proptech”) were
transferred in full to the Company (through Ambita
AS). This will enable Sikri Group to leverage the
holdings and accelerate its focus on prop tech
going forward. In the future, these positions will be
grouped into a growth portfolio, that may be reported
separately as it develops.
06 Sikri Group company structure
Public
Providing critical software solutions to the public
sector for case processing, building applications,
archiving and document management
Private
Offering digital solutions based on real-estate data,
providing professional players involved in developing,
buying and selling property with insight and making
their work processes more efficient and secure
Consumer
Delivering digital platforms where property owners
can take control of the documentation, conditions
and value of their property
Metria
Within geoinformation, Metria offers services and
solutions within geodata, property & real estate,
consultancy & analysis and could solutions
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Sikri Group ASA
Annual Report 2022
Legal structure
Sikri Group is the ultimate holding company.
The Company is not an operating entity, and Sikri
Group’s operations are thereby carried out through
the Company’s operating subsidiaries.
The chart below outlines the main shareholdings of
Sikri Group ASA after divesting Prognosesenteret.
Sikri Group ASA
Ambita AS
(100%)
Sikri AS
(100%)
Metria AB
(100%)
Virdi AS
(100%)
Energiportalen AS
(65%)
Buildflow AS
(100%)
4Cast Media AS
(99.7%)
Sikri Growth AS
(100%)
Boligmappa AS
(93.7%)
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Sikri Group ASA
Annual Report 2022
Sikri Group, through Sikri AS, is a key player in the market for managing and archiving
documents through the software platforms Elements and eByggesak.
07 Segment review: Public
In addition, Sikri provides risk and compliance tools,
consulting services and other related software
solutions. Sikri’s business is characterized by long
and stable customer relationships and strong
visibility as a result of a high share of prepayments
and recurring revenues. Sikri has a growing business
delivering digital automation with the use of Artificial
Intelligence (AI) and/or Robotic Process Automation
(RPA).
The Public segment’s main products are the software
platforms Elements and eByggesak. Elements is a
modern case management and archiving software
platform, while eByggesak is a specialized solution for
electronic building permit applications. The solutions
are delivered primarily as cloud services.
Sikri provides products and services mainly to
the public sector in Norway, as well as to some
international customers. Within managing and
archiving documents, Sikri has a market share of
approximately 40 percent, and within scanning, data
capture, digitization, and optimization of documents,
the company has a market share of approximately 85
percent.
Sikri has approximately 1,800 customers in total, of
which 1,600 are public sector clients. The number
of users is growing despite merger of municipalities
in Norway, thus the total market for public sector
services is increasing. The customer base is
divided with approximately 500+ using the case
management and archiving software, approximately
1,300 using the PixEdit software for scanning, data
capture, digitization, and optimization of documents,
and 215 customers using our Risk Management and
compliance tools Samsvar. In total, Sikri’s solutions are
used by more than 300,000 end users. Digitization
of public services is high on the political agenda in
Norway, and the public sector is increasing the pace
of digitization of its processes and services.
Simplifying working life and creating
value for society as a whole
The last few years has led to major changes in
working life for both the private and public sector.
This has placed even greater demands on the digital
solutions and services we use in everyday life.
Providing user-centric, coherent services is an
important, common goal for the public sector in
Norway. At the coast of Helgeland, 16 municipalities
have joined forces through the project Digitale
Helgeland to realize exactly this. Digitale Helgeland
has based their development on already available
solutions. The national and municipal common
solutions of the Norwegian Directorate for digitization
and KS (Kommunesektorens organisasjon, the sector
organization for Norwegian municipalities) have been
crucial. Together with these premise suppliers and
Sikri, Digitale Helgeland has automated the value
chain - all the way from application to reception at
the municipalities. The complete applications are
available in Elements without any manual processes.
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Annual Report 2022
Elements, Sak-Arkiv
(Case Management)
Elements, Sak-Arkiv (Case Management) is a
core system for all types of businesses. It is an
off-the-shelf product that can be configured
to suit each business’ needs. The solution
is compliant with NOARK, the Norwegian
standard for electronic archiving for the
public sector. Sikri’s extensive experience with
integrating and applying national standards
means that the solutions communicate with
most professional systems and joint solutions
used in the public sector. It forms the basis
for coherent services between different
departments in the business, between
different agencies and to and from residents.
Elements eByggesak
Elements eByggesak is software for electronic
building permit applications. It is a dedicated
professional system for construction
case processing that receives electronic
construction applications and is tightly
integrated with map systems and automates
large parts of the case processing. Developed
according to national product specification
developed by KS (Kommunesektorens
organisasjon) in collaboration with DiBK
(Direktoratet for Byggkvalitet) and
municipalities.
Samsvar
Samsvar is a quality system that helps
customers keep track of their legal
requirements related to privacy and
information security, including non-
conformance reporting, and conducting risk
vulnerability analyzes. The offering is being
expanded to include risk management and
broader compliance tools.
PixEdit
PixEdit is a software for automating the
processing of scanning, data capture,
digitalization and optimization and interactive
editing, converting all types of files/
documents, enriching them with the right
valuable digital content. The solution is based
on artificial intelligence and is cloud-based.
2022 highlights
Public
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Sikri Group ASA
Annual Report 2022
2022 highlights
Public
• Stronger pull towards Cloud from our customers resulting in
higher upgrade activity. In 2022, we won our first private cloud
customer. This solution offers customers with high security
regulations the possibility to use the cloud.
• During 2022, we automated and improved the application
for consent from The Norwegian Labour Inspection Authority
(Arbeidstilsynet). The check list in Elements eByggesak is
automatically validated and returns a reply to the applicant
without employees in “Arbeidstilsynet” needing to perform
manual controls in the system. This is an expansion which The
Norwegian Building Authority (Direktoratet for Byggkvalitet)
plans to implement in the municipal check lists – and we will be
able to offer this automation to all Norwegian municipalities –
using services from both Sikri and Ambita.
• Solid growth in eByggesak from 156 customers in 2021 to 264 at
year-end 2022, including new municipalities like Asker and the
Værnes region.
• During this year, we have continued the rebuild of our solution
portfolio Samsvar within governance, risk management, GDPR,
compliance, rules, and regulations.
• During 2022 we have made a lot of the functionality in our
PixEdit software available as cloud services, including open APIs
so it can be built into 3rd party applications.
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Sikri Group ASA
Annual Report 2022
The private segment consists of Ambita AS, who offers products and services across the real estate
and construction value chain, enabling a more efficient and transparent market for all parties involved.
The vision is to create the property market of tomorrow.
08 Segment review: Private
Ambita is organized in autonomous multidisciplinary
product area teams. The interdisciplinary aspect
ensures that we prioritize and make decisions from
a 360-perspective. Important success factors are
our in-depth expertise and customer insight, joint
ownership, and clear direction.
Our services are based and developed on a broad
range of data sources, both public and private.
Ambita’s offerings covers the entire “lifecycle” of the
property: development, transactions, and ownership.
Our value propositions focus on helping our customers
with insight and making their work processes more
efficient and secure.
Ambita has a diversified customer base, primarily
in the private sector including all the major players
within the industry. The largest segments are real
estate agencies, banks, and finance institutions in
addition to construction and engineering.
Most of our offerings represent number one positions
in their field.
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Infoland
Maintaining the position as Norway’s largest provider of
real estate information, continuously offering new products
and services.
Infoland is a data source for the real estate market in
Norway, distributing both internal and external data
including data from all municipalities, more than 40
housing cooperatives and 50 other data suppliers. Real
estate information and maps are delivered through several
channels, including the Infoland web portal, APIs and system
integrations. Real estate agents, appraisers, lawyers, private
persons, and different players in the construction industry
use Infoland every day to retrieve the information they need,
either through the web portal or through an integrated
component in different professional systems.
Infoland is part of a complex ecosystem that digitize
processes related to buying, selling and developing property.
The service is customer-driven with frequent end-customer
dialogue to continuously improve the service and enhance
the customer experience.
Tinglysing og samhandling
Ambita is at the forefront of digitizing the settlement process
in real estate transactions.
Our services are built mainly for banks, real estate agents and lawyers enabling them to
validate, sign and register documents with the Mapping Authority digitally. The services
are delivered both as APIs and as a portal, streamlining our users´ everyday lives while
contributing to a better customer experience for our customers´ customers.
Data services
Launching and developing new services making the real estate agent’s work processes
more efficient and secure
Our portfolio of data services includes a variety of services connected to the land
registry and technical information from the cadaster, combined with other public data
sources. Ambita has a team of experts that works closely witch customers and partners
to develop services that ensure efficient and correct decision-making processes in and
connected to the real-estate.
Products and services
Private
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Byggesøknaden
Byggesøknaden is a jointly owned (Norconsult and Ambita) digital building
application for professionals.
The service enables our applicants to file building applications through a
digital process application to the municipality instead of filing by paper or
e-mail. As a result, paperwork is vastly reduced, and the process of informing
neighbors and the municipality is significantly better organized and more
efficient. During the last three years, Byggesøknaden has more than doubled
its revenue, and 2023 is expected to deliver further growth.
Propfinder
Propfinder is a map service designed for property developers.
The service compiles data from the public and private sectors in an
innovative way, which enables property developers to conduct site analysis,
feasibility studies and other early phase analysis related to property
development quickly and efficiently.
• A new and improved solution for real estate agents was launched during the
year and used by a growing number of customers. This provides easy access to
all real estate information required by law and contributing to more up-sell.
• During 2022, the share of Norwegian digitally registered property transactions
reached an all-time high of 52 percent. In December 2022, we launched
functionality for power of attorney for property transactions. This functionality
enables an even higher volume of digital transactions.
• Modernized and improved the Decision service client solution used by
consumer loan banks and debt collectors. These improvements provide the
opportunity to enter new market segments in 2023.
• Further developed the land and property registry API, REALTY, with several
mortgage banks having adopted our solutions. The API processed almost 1
million transactions in 2022.
• In 2022, Byggesøknaden grew its revenue base by 15 percent compared to last
year, driven primarily by growth in our SMB segment. Our number of paying
customers grew by 10 percent compared to 2021.
Products and services
Private
2022 highlights
Private
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The consumer segment comprises several
services and products, all operating in the
real estate and property owner market.
09 Segment review: Consumer
Our ambition is to help people make better
housing decisions. The consumer segment consists
of Boligmappa AS and Virdi AS, delivering digital
platforms where property owners can take control
of the value, condition, and documentation of their
property through documentation and unique insights.
By the services offered, homeowners have access to
key tools for securing and developing what for most
consumers represents their largest investment - both
when owning, selling, and buying a home.
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Boligmappa
Boligmappa is a digital platform connecting all sides of the housing and real estate lifecycle, from private
homeowners to large professional contractors.
Boligmappa has become the established market platform aggregating data on homes from public registers,
craftsmen and homeowners. Renovations and refurbishments are logged on individual home folders by
professionals on the platform. The home folder is designed for a specific home and thus follows the lifetime of
the building, creating transparency and traceability.
The solution is offered through a cloud-based platform with a Software-as-a-service (”SaaS”) business model
targeting professional customers. Boligmappa’s customer base consists of electricians, plumbers, craftsmen,
real estate agents, house manufacturers, contractors and real estate developers, as well as other companies
involved in the real estate market. The subscription-based go to market model gives a fully recurring revenue
base, excluding some one-offs, and different customer tiers with different prices based on number of
employees.
Boligmappa.no is an online service that makes it easier for homeowners to manage their property, which for
most people also represents their largest financial asset. Electricians, plumbers and other craftsmen document
their work directly in Boligmappa, and combined with information uploaded by the user, value-adding property
data is safely stored and maintained over time.
Boligmappa Professional is used by craftsmen and other professionals to register work, documentation
and other data in Boligmappa. The user searches in the Land Registry and connects to the correct property.
Available as a web application or as an integration in more than 60 ERP systems, such as Visma Contracting,
Cordel, Tripletex and more.
VIRDI
VIRDI is a business-to-consumer real
estate platform covering residential
properties through their lifecycle,
enabling context-based sales and
marketing.
VIRDI utilizes machine learning to
provide automated valuation models
and neighborhood statistics to
empower consumers. The solution
consists of a comprehensive library
of real estate data, creating an
ecosystem by combining consumer
inputs with external data sources.
Their services can be found on the
proprietary web app virdi.no, and on
several partner services. The company
employs state-of-the art machine
learning technologies to derive insights
about the true monetary value of a
home, historically, at the present and
future projections.
Products and services
Consumer
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• In 2022, Boligmappa had a tremendous growth
in monthly active users (property owners), brand
awareness (20 percent growth, up to 52 percent)
and in new craftsmen coming into the platform
(28 percent up), underpinning and strengthening
the relevance and position of Boligmappa in the
Norwegian market.
• The new property transaction law
(“avhendingsloven”), that came into effect on
January 1, 2022, gave Boligmappa a strong
push with a lot of attention from media, real-
estate brokers, surveyours and insurance
companies. More than 2.9 million files were
uploaded, an increase of 30 percent from
2021. More than 325,000 Norwegian homes
documented renovations during the year.
• Boligmappa signed large agreements with the
electrco chain El-proffen and the plumbing chain
VVS Eksperten.
2022 highlights
Consumer
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A large part of an organization’s competitiveness and conditions for innovation and digitalization lies in access to the right
information, with the right quality and at the right time. The geographical dimension provides a unique opportunity to discover
complex relationships and gain new insights that can be central to decisions on many long-term societal issues, to achieve
climate goals and in business processes in all types of operations.
10 Segment review: Metria
By creating, analyzing, refining and visualizing
geographical data, Metria contributes valuable
information to companies, municipalities and
authorities. Information is often a critical component in
decision-making and in the digitalization of operations.
Our offering covers the entire chain from identifying
the customer’s needs for geodata, real estate and
business information to collecting, analyzing and
visualizing data to create insights that lead to smarter,
safer and greener decisions.
Metria consist of 245 employees in 20 offices who
are specialists in IT development, geodata, GIS
(geographical information system), remote sensing,
and measurement technology. Metria is located all over
Sweden, with one and the same driving force: To create
a sustainable society together with our customers.
Metria’s customers include municipalities, authorities,
construction companies, forestry, energy and telecom,
banking, and insurance.
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Geodata
Geodata consists of web solutions and applications based
on refined and packaged geodata from an extensive
geodata warehouse. High-quality topographic maps are
available as off-the-shelf products. Data is sourced from
Lantmäteriet (The Swedish Mapping, Cadastral and Land
Registration Authority) and selected other data providers,
before it is processed through a streamlined, automated and
comprehensive data processing to ensure quality and add
value. Geodata customers primarily consist of public sector
organizations, forest companies, energy sector companies,
bank and insurance companies as well as industrial
companies. An example use case is forest companies using
Metria Maps to determine routes for forest harvesting
machines, or energy companies planning grid constructions.
Property & real estate
Within property & real estate, geoinformation is provided through “Metria FastighetSök”
and “Metria Fastighetsuttag”. Metria FastighetSök is an online service for daily updates
from the general Swedish Property Registry, including ownership, collateral and mortgage
information. This is a flexible tool that can be integrated with customers’ IT systems or
be provided via the standardised web-based version. Metria Fastighetsuttag provides
information upon request from customers regarding properties in specified geographic
regions, typically used ahead of larger constructions when the contractor needs to
inform all affected property owners or when an update to the customer register is
needed. Metria offers support from experts to help gather requested information.
The customers are banks, insurance companies, energy companies, forest companies,
telecommunications companies and public sector organizations.
During 2022, Metria launched Markkoll, a solution for faster permit applications, which
has been very well received in the Swedish market. Markkoll is a Software-as-a-Service
(Saas) based tool, collecting, and connecting relevant geo data, business data and
other infrastructure data from a range of sources. After a successful launch in Sweden,
Sikri Group is looking to secure such positive synergies for the Company across borders,
targeting an introduction to the Norwegian market.
Products and services
Metria
Metria’s operations are conducted in two business areas:
Geoinformation and Planning & Surveying.
Within geoinformation, Metria offers services and solutions
within the following areas: geodata, property & real estate,
consultancy & analysis and cloud solutions.
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Consultancy & analysis
Metria’s consultancy & analysis offering within geoinformation can be
divided into general analysis and nature and environmental analysis.
General analysis includes analysis of regions to assess as most suitable
for investments, expert consultancy on how to structure geodata from
multiple sources, mapping of large areas otherwise difficult to access and
general GIS expertise. Nature and environmental analysis includes analysis
of nature preservation connected to infrastructure, urban and community
planning analysis, ecosystem impact analysis and risk mapping. There is
scalability in the offering due to synergies in machine learning algorithms
as well as resale of performed analysis.
Cloud solutions
Within cloud solutions, Metria’s offering includes IT development
and design, system operations, lifecycle management and support.
Furthermore, the offering includes forestry and real estate valuation, IT
support to administer forestry and felling, digital support, and validation
and report of environmental data. The customers span from public sector
to telecom, banks and energy.
Products and services
Metria
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Planning
Planning consists of consultation throughout the entire urban and community planning
process. Projects are performed by skilled planning architects, offering continual guidance
and support during all phases of the project.
Aerial photography & laser scanning
Aerial photography & laser scanning is a precise and effective method of data collection
to provide detailed and comprehensive data, detecting an object’s dimensions with an
accuracy within 1 cm. Output includes ground and surface models, altitude data, and 3D
modelling. Data is analysed by experts post processing to ensure high-quality deliveries.
Surveying
Surveying services are offered throughout the entire
construction value chain, with experienced engineers
performing over 5,000 surveying projects a year. Revenue
from planning and surveying is fairly evenly split between
project-based revenues and framework agreements,
in addition to a smaller share of subscription revenues.
Customers are typically municipalities, public organizations
and private companies in construction.
Products and services
Metria
Within planning & surveying, Matria offers services and solutions
within the following areas: planning, aerial photography & laser
scanning and surverying.
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Leading position within geoinformation in Sweden
During 2022, Metria signed two framework
agreements with the Swedish Environmental
Protection Agency (“Naturvårdsverket”), both with
an agreement period of four years with a three-
year option to extend. The estimated value of the
contracts over the seven-year period is SEK 430
million.
The first contract encompasses geographical IT
systems and covers operations, management, support
and development of administrative support and GIS
support systems. Through the second contract, Metria
provides expert consulting, operational support
for remote sensor analysis and management of
geographical information.
Contributing to a smarter, safer and more
sustainable society
Data can be seen as the new gold in an increasingly
digital society. The amount of data is increasing
exponentially and is taking on an increasingly
significant role with five billion connected people,
even more things and technologies such as AI and 5G.
This affects the large-scale investments in housing
and infrastructure that are underway in Sweden.
By creating, analyzing, refining, and visualizing
geographical information, Metria helps companies,
municipalities, and authorities to understand
important societal issues in order to make well-
informed decisions. With efficient use of geodata in
unbroken digital processes, we are building a smarter
society together.
Geodata is a central resource in many organizations
and a prerequisite for the business to function. But,
in order to trust the decisions, the information needs
to be up-to-date and accurate. Metria is certified
in information security (ISO 27 001) and provide
hundreds of organizations with quality-assured,
up-to-date and accessible geodata, real estate and
business information.
The challenges in the climate and environmental area
are large and often cross-border. Open and easily
accessible geographical information is a prerequisite
for both implementing and following up Sweden’s
environmental goals. Metria provides authorities
with decision-making data to protect socially critical
values and to preserve and develop our nature and
environment in a responsible way.
• Won two significant framework agreements with
the Swedish Environmental Protection Agency
worth SEK 430 million.
• New releases of Metria Markkoll, enabling efficient
project management of land issues for both fiber
and power grid projects.
• New and renewed contracts with municipalities,
which underlines Metria’s strong market position
within the municipality segment for Planning &
Surveying.
2022 highlights
Metria
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Sikri Group is a house of brands, with many strong brands that
enjoy high standings within their customer segments.
Some examples:The Company offers a broad range of products and services within both public
and private sectors, and towards Consumers, where our key offering, Boligmappa
is increasing in number of active users daily. Ambita, Sikri, Boligmappa, Virdi and
Metria are all well-known brands in their markets. Product and services such as
Infoland, PixEdit, Byggesøknaden and Elements are also strong brands in the
markets. Awareness of the brands has built up over time, and most of our digital
marketing is organic and not paid advertising.
Our aim is to create value for society by connecting public sector, private
businesses, and consumers, in making the interactions between them more
efficient and enable data driven decision making. The various brands take part in
several central ecosystems that make society more efficient and sustainable.
• Eiendom Norge by head of department Hanne Nordskog-Inger
communicated in September 2022 that more than half of the country’s
land registrations of housing transactions are now done digitally. The
primary services are from Sikri Group, Ambita AS.
• Norwegian municipalities receive 90,000 building applications each year.
Neighbors must be notified, and The Norwegian Digitalization Agency
has estimated that the benefit to society is NOK 332 million each year
if all neighbor notifications are sent digitally. The most used solution for
digital neighbor notification is provided by Sikri Group, Ambita AS.
• Digital signing of documents between the public sector and citizens
has increased by 49 percent from 2021 to 2022, reports The Norwegian
Digitalization Agency. 2.4 million signings were carried out in 2022. A
large proportion of these are carried out directly from Case Management
such as Elements from Sikri Group, Sikri AS.
11 Building position and brands
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Sikri Group has actively been building position and
brands though a wide variety of market activities.
Our overall goal is to build awareness, trust and
partnerships with customers and key players in the
industry. The key focus of our sales and marketing
activities is ensuring steady growth through both
targeting new customers and building customer
loyalty and volumes on existing customer base.
Our sales and market activities consist of a mix of
the following initiatives:
• Self-hosted conferences
• Education Services
• Roadshow
• Webinars and online courses
• Others’ conferences
• Podcast
• Media
These initiatives are executed across all market
segments. See some of the highlights of 2022 on
the following page.
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Arendalsuka
“Arendalsuka” is a political festival in Norway and an
important meeting place to our stakeholders. In 2022,
we held a debate with the topic “The Norwegian data
economy”. The debate was based on a recent analysis
from Agenda Kaupang and a debate post in Dagens
Næringsliv written by Sikri Group’s CEO Nicolay
Moulin. Effective use of public data can lead to the
development of new services and contribute to value
creation of several hundred billion kroner. Key people
took part in the debate, such as Nicolai Astrup from
Høyre, Christel Borge, managing director of EnTur,
Torstein Hoem, divisional director of the Norwegian
Tax Administration, and Nicolay Moulin, CEO of Sikri
Group. Head of communications at Boligmappa, Eirik
Vigeland, was the debate leader.
Sikri Group was visible with all our brands at
Arendalsuka. Nicolay Moulin participated with
a presentation in which the real estate industry
discussed ”How to make the world’s best housing
market even better?” Moulin focused on digital
ecosystems and interaction between public and
private actors. His presentation highlighted the
availability of data and systems in the digitization
process. Boligmappa organized a live podcast episode
on the topic of home office directly from Arendalsuka.
Invited guests and Boligmappa discussed how the
fate of the home-office would develop in the future.
TREFFPUNKT
In 2022, Sikri AS established the brand
“TREFFPUNKT” to increase the visibility of meeting
points for our customers.
In May-June we visited 13 cities all over Norway on
the sales tour “TREFFPUNKT NORGE”. In addition, we
tried out the concept in one Swedish city. A total of
375 participants on the tour.
The SIKRI TREFFPUNKT conference is an annual
3-day conference for customers. The focus areas for
the 2022 conference were “Sikkerhet - Innovasjon –
Bærekraft” (Safety – Innovation – Sustainability).
The speakers included former Prime Minister Erna
Solberg, author Eirik Newth and National Archivist
Inga Bolstad.
Employees from all Sikri Group companies and
brands were represented at exhibition stands, as
class instructors, as speakers and participated in
the social events. Visible partner collaboration is an
important part of the event, and a total of 18 partners
participated with exhibitor stands. The conference
was held at Clarion The Hub in Oslo 28-30 November
with 420 Participants from Norway and Sweden.
Media
Sikri Groups brands has been visible in media during
2022. Nicolay Moulin had a debate post in Dagens
Næringsliv in August, leading up to the debate at
Arendalsuka, focusing on the data economy and
the public sector. Moulin later got invited to the
Finansavisen TV studio, to comment on the status
and future of Sikri Group.
Ambita has had several mentions in Dagens
Næringsliv among others, with the rental index in
Norway being published regularly in collaboration
with the Norwegian Association of Real Estate
Agents (NEF).
Boligmappa has had more than 70 media stories
during the year. Several times at TV show Good
Morning Norway and on TV2 News, as well as NRK
Radio, Finansavisen, VG, Dagbladet and more.
Boligmappa has positioned themselves as an expert
on the law regulating the property market, as well
as on the technical condition of Norwegian homes
and buildings.
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Sikri Group has an ambitious growth strategy, both through organic development
and M&A. The Company is continuously looking for acquisition targets that
enables Sikri Group to sell existing products and services to new customer groups
or in new markets and geographies, or that enable the Company to broaden the
portfolio towards existing customers. However, our long-term success will be met
by successfully integrating acquired companies into Sikri Group and identifying
synergies and common development opportunities between our segments.
During 2022, we have taken important steps towards achieving our ambition to
build the leading Nordic ecosystem for public administration, property technology,
analysis, and data.
With the acquisition of Metria AB in 2022, as well as Ambita AS in 2021, Sikri
Group has developed from a software house specializing in software and services
towards the public sector, to becoming a leading company also within property
data, property technology and data economics in the Nordics. Furthermore, Metria
will enable Sikri Group to take positions within environmental software solutions,
creating a basis for growth in the ESG space.
Our growth ambitions are significant, and in November 2022, Sikri Group
strengthened the financial basis through the sale of Prognosesenteret and by
raising gross NOK 100 million in new equity through a private placement. The
company also raised NOK 200 million in gross proceeds in September 2022.
This means that Sikri Group have all the building blocks in our growth platform
in place and we foresee continued growth in our software business in 2023, while
some of our segments are dependent on improving markets to deliver higher
growth. Profitability is important for Sikri Group and realization of synergies and
general efficiency improvements will be in focus.
Going into 2023, we have a new organizational structure, laying the foundation for
further growth, both organically and structurally with our four segments – Public,
Private, Consumer, and Metria. We also have a growth portfolio in development
which we will leverage to accelerate growth and broaden our offerings.
Data and technology are at the core of what we do in Sikri Group. The companies
in the Company possess a large number of valuable datasets from many sources.
As in 2022, the Company’s continued growth in 2023 will come from both
strengthening existing positions and from new services, leveraging both our
internal assets, but also through an active M&A strategy.
12 Innovation and growth strategy
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Sikri Group’s environmental, social and governance
strategy contributes to increased company value
through reduced organizational risk and creates
opportunities through an increased focus on sustainable
long-term returns. The strategy takes care of our
collective responsibility for the external environment,
and secure responsibility towards society, employees
and suppliers, ensuring good corporate governance.
13 Environmental, Social
and Governance (ESG)
The focus on ESG is necessary if Sikri Group are to maintain our
company values and the market’s willingness to invest in Sikri Group.
For us, a lack of focus on ESG will result in a negative reputation,
fines, increased costs, and reduced margins.
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Sustainability
Sustainability is a major inherent part of all our solutions. We believe in clever and
responsible utilization of digital possibilities to reach our common goals.
Our work on social responsibility is focused on ensuring that our business activities
are performed in a manner that is in accordance with internationally recognized
principles and guidelines related to human and employee rights, the environment
and corruption.
Sikri Group achieve this in collaboration with other key industry players, and we
work according to principles that ensure long-term value creation for our owners,
the society and for future generations.
We strive to align our business practices with the UN Sustainability Goals, where
relevant, and use these as a guide when developing our ESG practices.
Metria AB and Sikri AS is certified according to the Quality Management system
(ISO 9001), Environmental Management system (ISO 14001) and Information
Security Management Systems (NS-ISO/IEC 27001:2017).
The environment and us
Sikri Group is a technology company that delivers software solutions supporting
core processes in the public sector and digitization solutions for the real estate
market. Our solutions are closely linked to, or integrated with, other business and
administrative systems used by our customers.
The increasing demands from our customers, employees, partners, and investors
make us work even harder to purposefully and strategically become a more
sustainable and green company to fulfil all requirements related to social
conditions and corporate governance. Through our digital products, we ensure,
among other things, re-use of data, and digitization close to 100 percent of the
data process chain. “eSignering” and “eTinglysning” are examples of products
we deliver that reduce the amount of paper for our customers by digitizing the
document flow in the process. In the Land Registry service, paper as a format has
been replaced with fully digital solutions. Boligmappa ensure sustainable use of
materials and the development of buildings by safeguarding and storing data
and documentation and have a guidance model with the intention to prevent
undeclared work.
Metria works purposefully to reduce its environmental impact by reducing CO
2
emissions in connection with travel and the use of company cars.
Sikri Group’s strategic ambition is to ensure long-term value creation for our
owners, the society and future generations. Our strategy is ”Cloud first” and we
can meet our customers’ needs through a range of cloud-based services, including
integrations. This enables downscaling of physical data centers for our customers
and reduces their environmental footprint.
Environmental policy and some of the most important environmental goals
The society is becoming increasingly environmentally conscious, and we are now
experiencing that more customers expect documentation of the systematic work
to limit the impact on the environment.
Sikri AS was recertified in accordance with the ISO Environmental Management
System (ISO 14001) in September 2022 and works actively with customer
expectations and influencing colleagues other Sikri Group subsidiaries to live by
the same policy and incorporate similar goals.
We have a continuous focus on improvement and have experienced that the
certification has improved our reputation and increased or competitiveness.
We are more attractive for current and future employees and can document a
safer working environment with reduced risk of environmental accidents. To make
employees aware of the Company’s environmental impact is a key priority for
Sikri Group.
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We are committed to:
• Reduce our impact on the external environment by setting requirements for
sustainable awareness when choosing partners and suppliers
• To the extent financially sound, prioritize eco-labeled, sustainable, or
environmentally friendly products and suppliers
• Take the external environment into account when evaluating new products,
methodologies, or technologies
• Through communication, awareness and inclusion, contribute to strengthening
environmental awareness among employees
• Prioritize reuse of hardware over submission and destruction
• Reduce CO
2
emissions in connection with travel and the use of company cars
Employees and social responsibility
Sikri Group works actively to maintain a good working environment characterized
by diversity, and with collegial cohesion across ethnicity, gender, religion, outlook
and age.
Our employees are the most important factor for Sikri Group’s growth and
innovation. The employees’ knowledge, experience and commitment, and the way
this is used – creates competitive advantage, growth, and productivity. The most
important tool for achieving this is close dialogue between manager and employee
in the form of frequent 1:1 conversation that are systematic, supportive, and
flexible. This way of working has made us better equipped to handle innovation
and changes in parallel with daily operations.
In Sikri Group, we are dedicated to leading by example, with a high degree of
trust in our fellow team members. We believe that value creation happens in
collaboration and co-creation, and we strive to enable our employees to work in
teams, with a high degree of freedom, using their individual competence, initiative,
and creativity – to the best for the Company and our customers.
In our organization, continuous improvement is a natural part of everyday life.
Customer and market orientation is key to act quickly on the customer’s needs and
market shifts. We believe in an organization characterized by trust, responsibility,
and ownership – with clear frameworks. Shared functions and centralized
resources help the various market segments to achieve their goals more easily
– through access to effective solutions and specialist expertise. We believe in an
efficient organization with short decision-making processes and little bureaucracy.
An overriding goal for all the Sikri Group subsidiaries is to ensure a safe and
positive working environment, where both personal and professional development
is facilitated. We do this by focusing on the importance of having a good working
environment, safe operations, continuous competence development, competitive
conditions, and a flexible and balanced working life.
Safety
It has been an increasingly tense security situation in Europe during 2022 following
the war in Ukraine. In the wake of this, Sikri Group has mapped how this affects
our business. We have an overview of our vulnerabilities, and which threats that
are relevant to our companies.
For us, security starts with knowledge. We have a strong focus on the fact
that the employees have a major responsibility for securing the values of our
companies. During 2022, we have therefore worked to build and maintain this
competence and put it on the agenda. We work according to plan to prevent
attacks and reduce the frequency when they occur. We have regular safety training
for all employees using small Nano training modules that every employee must
complete.
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Employer branding
Focus on employer branding has become necessary
for any brand and not only to attract new employees
but also to retain employees. There are different
drivers for Sikri Group’s subsidiaries, but for the
Company as a whole, it is important that we have a
good working environment with a feedback culture
and close follow-ups. This demands that we always
have to find and maintain the right managers and
secure their continuous development.
In a pressured labor market, onboarding and
offboarding routines are essential to get hold of the
right resources. This is in addition to the fact that we
have competitive conditions and arrangements.
Social media is a powerful tool that we use to
market our employer brand. Our culture and values
are reflected in all our social meeting places such as
Facebook, Instagram, Snapchat, websites and career
pages.
Our employees are the most important asset of Sikri
Group. We make them visible in all digital channels
through the active use of photos and videos that
describes the office life and how we feel here at
our place. We deliberately use the employees in the
processes when we hire new employees, as their
journey says everything about how we onboard or
offboard employees. Their stories are an experience
with a credible and personal touch.
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Diversity and equality
Diversity
We know the value of constantly working with diversity and aim to have an
organization consisting of employees with different educational and experience
backgrounds, age, gender, cultural and geographical backgrounds. We are
aware of the societal expectations of measures to promote equality and prevent
discrimination in Sikri Group and we adhere to discrimination and accessibility
legislation. We collaborate with The State Labor and Welfare Agency and other
various organizations that mediate employees who either have a disability or have
dropped out of work for other reasons in order to get them back. At any time, we
have several apprentices and students in Sikri Group subsidiaries to challenge
the established systems and bring innovation into all parts of the Company. We
practice a senior policy that allows for reduced positions and adaptive tasks.
Regulations on the universal design of IT solutions have been changed, and our
customers must comply with these by 1 February 2023. Sikri Group has now made
changes to central systems to cover these new requirements and now offers
templates and systems to support the requirements
Equality
In Sikri Group, we have a working environment and an organization that
facilitates opportunities for success to an equal degree for both men and women.
The Company works actively to be a workplace where there should be no
discrimination related to factors such as recruitment, salary or working conditions,
promotion or development opportunities and this is confirmed in our employee
satisfaction surveys. We have active labor organizations and unions, and a positive
collaboration between these and our management. We have not uncovered any
differences in salary or other factors due to gender, functional ability, ethnicity,
age, or similar conditions. In Sikri Group, we have 34 percent female employees,
and our executive management consists of 44 percent females.
To succeed with the desired digitization, flexible development has also been
central in 2022.
Today’s organization has resulted in Sikri Group now being able to handle
innovation and changes in parallel with daily operations. This has created higher
performance and commitment among departments and developed responsibility
and leadership throughout the organization. The Company have become better
equipped for the increasingly rapid changes in the environment in addition to the
fact that we have achieved higher well-being and co-determination.
Job creation and safe working conditions
We work actively to ensure a safe working environment without harassment
or discrimination and have zero tolerance for harassment and abuse of power
that can provide a basis for this form of behavior. Our mapping of the working
environment is an intuitive platform that helps us understand how our employees
really feel, while gaining insight into how we can concretely support them. They
can anonymously use this tool to report irregularities.
We have a Code of Conduct in place which each employee is committed to follow,
and a whistle blowing policy and external process in place to ensure adherence
and protect our employees.
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Corporate governance
Corporate governance provides the basis for value
creation for the benefit of Sikri Group’s shareholders,
employees, and other stakeholders. The Board
of Directors of Sikri Group has adopted a set of
governance principles to ensure a clear division of
roles between the Board, executive management and
shareholders. These Corporate governance guidelines
are found on the Company’s web pages (Corporate
governance | Sikri Group ASA).
The principles are based on the Norwegian Code of
Practice for Corporate Governance. As Sikri Group
complies with the Norwegian Accounting Act, the
Company follows the annual corporate governance
reporting requirements under section 3-3b of the
Norwegian Accounting Act and the Norwegian Code
of Practice for Corporate Governance.
The Accounting Act may be found (in Norwegian) on
www.lovdata.no. The Norwegian Code of Practice for
Corporate Governance, which was last revised on 14
October 2021, may be found on www.nues.no. Sikri
Group’s 2022 corporate governance statement follows
in the Board of Director’s report in section 14 of this
annual report.
Anti-corruption
Sikri Group stands for good and fair business
practices, and in addition to financial indicators, we
consider the perception of our stakeholders as an
important parameter for measuring our success as a
company. We manage our reputation with care, and
we have zero tolerance for corruption and unethical
conduct of business. Sikri Group must be a responsible
company and practice a culture of openness. We
have no hidden cash flows or investment of funds
in ”tax havens” or the like. We have created our own
company-adapted Anti-Corruption Guidelines which
all employees have been made aware of.
We also have strict internal guidelines in connection
with purchasing and place high demands on our
suppliers. Our suppliers must have measures or
systems in their operations to prevent corruption and
trade in influence. Such measures include internal
control regime, ethical guidelines for all employees,
and creation of a notification channel.
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Investor relations policy
Sikri Group’s IR policy is based on the Oslo Stock
Exchange’s rules, regulations and recommendations
for listed companies, in particular to comply with the
“Oslo Børs Code of Practice for IR of 1 March 2021”.
All disclosure, communication and reporting shall be in
compliance with the applicable laws and regulations,
in particular the Norwegian Securities Trading Act,
regulation (EU) No. 596/2014 on market abuse
(market abuse regulation), as implemented in Norway
in accordance with section 3-1 of the Securities
Trading Act as of 1 March 2021 (as amended from
time to time) (MAR), the Norwegian Accounting Act
and the Rule Books.
Sikri values an open and proactive approach in our
dialogue with all our stakeholders and participants
in the capital markets. Our IR purpose is to ensure
that any relevant information, that may impact the
valuation of the Sikri share is readily made available
to the public, to increase understanding about the
Sikri share, our financial and business drivers and
clarify underlying risk – to contribute to a pricing of
the Sikri share reflecting operational performance and
underlying values.
Reporting of financial information shall follow
regulations set out by the Norwegian Securities and
Trading Act and Euronext Oslo Stock Exchange’s
continuing obligations for listed companies. Sikri
Group publishes quarterly result reports and
presentations and makes this information available
on the investor relations website as well as on the
Oslo Børs news platform (www.newsweb.no), on dates
published in our financial calendar.
Sikri Group’s main communication channels are stock
market announcements and its own web pages
(https://www.sikrigroup.com/investor-relations)
in order to secure that the same information is
simultaneously made available for all stakeholders.
Any information which could have a potential impact
on Sikri Group’s future development and the Sikri
Group share, shall be made available to the market
without delay. All presentations regarding quarterly
results or investor seminars are held in English. The
company will seek to provide a consistent level of
information regardless of whether the news is positive
or negative.
Ahead of announcing the Company’s quarterly
results, Sikri Group exerts caution with regards to
information communicated externally. This period
lasts for the final three weeks before a quarterly
presentation is published. During this period, Sikri
Group’s representatives will refrain from discussing the
Company’s performance and prospects with analysts,
investors, media or others, to minimize the risk of
unequal information in the marketplace.
Sikri does not provide guidance on overall future
financial performance but may communicate
guidance or targets for distinct segments or product/
business areas. Sikri may also provide sensitivities
or KPIs that may be used for calculations. Any such
guidance or drivers will be communicated specifically
and simultaneously to the public.
The official investor relations (IR) spokespersons of
the Company are the CEO and CFO of Sikri Group, or
others authorized by these. Questions from investors
and financial analysts to other Sikri Group employees
shall be referred to the CEO and the CFO.
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14.1 Operational review
The Board of Directors’ Report reflects the
development of Sikri Group (or “the Company”) unless
otherwise stated. The Company is headquartered in
Oslo, Norway, and also has offices in Bergen, Harstad,
Kristiansand and Sandefjord in Norway, and 20
offices in Sweden as of the end of 2022, with Metria
headquartered in Stockholm in Sweden.
Sikri Group has developed from a software house
specializing in software and services towards the
public sector, to also become a large PropTech
player, including geoinformation. The Company is
streamlining the property life cycle based on deep
technology and data. Thus, Sikri Group is situated
between the public sector, private businesses, and
consumers. The Company consists of 490 employees
as of the end of 2022, in addition to 60-70 external
FTEs which deliver additional development capacity.
In 2022, the sick leave for Sikri Group was 3.89
percent.
Business activities and strategy
During 2022, Sikri Group has grown organically as
well as structurally, and we welcomed Metria AB
into the Company during the spring. In 2022, the
Company saw revenues reach the NOK 1 billion
landmark for the first time. The acquisition of Metria
creates opportunities for accelerated growth, as Sikri
Group can reach a wider customer base, with a broad
range of services – connecting public sector, private
and businesses – creating security, development,
and growth. The Company has a clear strategy and
structured approach to M&A, and will continue to seek
opportunities for growth, both inorganic and through
acquisitions, in the Nordic market.
The Company continuously looks for acquisition
targets that will enable Sikri Group to sell existing
products and services to new customer groups or in
new markets and geographies, or that will enable the
Company to broaden the portfolio towards existing
customers. However, Sikri Group’s long-term success
in achieving its goals will be met by successfully
integrating acquired companies into the Company
and identifying synergies and common development
opportunities between our segments.
With the addition of Metria, Sikri Group took a
big step towards achieving its ambitions. The
priorities going into 2023 are to realize cross selling
opportunities across Sikri Group, as well as improving
margins through leveraging common support
structures. We expect our investments in product
development to materialize in improved margins
and an improved cash flow yield over time. The
volatile markets may continue to impact some of our
customer segments, but our services are expected
to remain stable, and we will continue to exploit
opportunities in existing and new markets, products,
and services.
The ongoing crisis in Ukraine
and the impact on Sikri Group
The current situation in Ukraine, for the time being
has an impact, albeit not significant, on Sikri Group.
We use some external development capacity in
Ukraine, through third parties, and this capacity has
been impacted by the ongoing crisis. Our highest
priority during this period has been the well-being
of our developers. They have not been available full
time due to the circumstances, and there are some
challenges with connectivity and also locating safe
areas for these resources to operate from. Sikri Group
is monitoring the situation closely and we are in
ongoing dialogue with our suppliers. For the time
being, as this capacity comprises less than 10 percent
of Sikri Group’s development capacity, we are able to
compensate through measures such as
re-prioritization
of tasks, and higher utilization of other staff.
Main developments in 2022
Sikri Group delivered strong structural growth in
2022, while organic growth was more limited, due
to some turbulence in the markets for real estate
sales and construction planning. Underlying growth
14 Board of Directors’ report
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Sikri Group ASA
Annual Report 2022
in other product areas was strong. In April 2022, we
acquired Metria AB and further broadened our range
of services and the customer base we serve. The
integration of Metria into Sikri Group has developed
according to plan. In December 2022, Metria signed
two long-term framework agreements with the
Swedish Environmental Protection Agency, with an
estimated value of SEK 430 million.
In July 2022, Sikri Group uplisted from Euronext
Growth to Euronext Oslo Børs.
In the second half of 2022, Sikri Group divested
Prognosesenteret to sharpen the focus on property
technology. The Company also completed two
private placements, raising approximately NOK 300
million in gross proceeds. The net proceeds from
the placements have predominately been used to
strengthen Sikri Group’s balance sheet by reducing
leverage.
Going into 2023, we continue to be well positioned to
expand our offerings and grow further in line with our
strategy, also in regard to geographic expansion in the
Nordic region. We have all the building blocks in our
growth platform in place and we foresee continued
growth in our software business in 2023, while some
of our segments are dependent on improving markets
to deliver higher growth. Profitability is important for
Sikri Group and realization of synergies and general
efficiency improvements will be in focus.
Sales activity
Within Sikri AS (Public segment) we are growing the
Total Contract Value (TCV), coming from winning
public bids or direct upgrades from our existing
customers. TCV converts into Annual Recurring
Revenue (ARR) when the project is delivered. We
are bidding on almost all public bids where we
have a product or service fit, and at the same time
we upgrade our existing customer base from on-
prem to our cloud solution. We experience a pull
from customers toward Cloud and almost 100
percent of all new customers are using our cloud.
The sale and implementation of eByggesak runs
as planned, and the same goes for our platform
Samsvar (cloud-based solution making sure that
governance, risk management, GDPR, compliance,
rules and regulations are followed). Even though
we have been a digital society for many years, large
parts of documentation are still paper driven. In Sikri
Group, we have the foremost experts in digitizing
paper through the PixEdit portfolio. This software
is central to us when it comes to digitizing paper
documentation for both the public sector, private
business and consumers.
Ambita (Private segment) has delivered growth
above expectations in 2022 and been successful
in maintaining focus on customers and ensuring a
steady, high customer satisfaction and retention.
Infoland maintaining the position as Norway’s largest
provider of real estate information, continuously
offering new products and services. During 2022,
the share of Norwegian digitally registered property
transactions reached an all-time high of 52 percent.
In December 2022, we launched functionality for
power of attorney for property transactions. This
functionality enables an even higher volume of
digital transactions. We have modernized and
improved the Decision service client solution used
by consumer loan banks and debt collectors. These
improvements provide the opportunity to enter new
market segments in 2023. In 2022, Byggesøknaden
grew its revenue base by 15 percent compared to last
year, driven primarily by growth in our SMB segment.
Our number of paying customers grew by 10 percent
compared to 2021.Further developed the land and
property register API, REALTY, with several mortgage
banks having adopted our solutions. The traffic via
the API is almost 1 million transactions in 2022.
Boligmappa (Consumer segment) experienced a 32
percent growth in license sales during 2022, driven by
the new property transaction law (“avhendingsloven”),
as well as an increased demand from property owners
for documentation from their craftsmen (electricians,
plumbers, carpenters etc), resulting in more craftsmen
joining the platform. Our digital sales channel
continued to grow during the year, strengthening
our position in the large segment of small business
with only one to three employees. During the year,
Boligmappa signed new enterprise agreements with
VVS Eksperten and EL-Proffen. In Q4, Boligmappa
increased the number of monthly active users by
204 percent and reached 2,2 million activated
“boligmapper”.
Metria increased revenue by 1 percent in local currency
in 2022. During the fourth quarter of 2022, Metria
signed two framework agreements with the Swedish
Environmental Protection Agency (Naturvårdsverket),
both with an agreement period of four years with a
three-year option to extend. Metria has collaborated
with the Swedish Protection Agency for several years
already, and the new agreements underline the solid
foundation between the two entities. The estimated
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Sikri Group ASA
Annual Report 2022
value of the contracts over the seven-year period
are SEK 430 million. Metria has signed several new
customers and developed a significant volume of
business opportunities in 2022. During the year,
Metria has also renewed and signed new contracts
with municipalities, which underlines Metria’s strong
market position within the municipality segment.
Sikri Group is involved in many ongoing tenders and
are continuously investing in our sales force. We are
confident that we will maintain or improve our win
rate into 2023. Our market knowledge, close customer
dialogue and market monitoring gives us direct
invitation to customer cases. With the addition of
our combined strength with the tight integration of
Metria to the Company, we look forward to exciting
common opportunities and co-development of
products and expanding our product portfolio.
Transparency Act
The Norwegian Transparancy Act (“Åpenhetsloven”)
grants anyone the right to request information
from the Company on how we handle negative
impacts on human rights and working conditions,
as well as specific information related to goods
and services. This includes information about Sikri
Group’s organization and structure, the policies,
and the procedures established to prevent negative
consequences. Furthermore, it includes how the
negative consequences are identified and how they
are addressed, and the impact of any measures we
have taken.
Assessments are regularly conducted and are
proportional to the size, nature, and segments of the
various companies within Sikri Group, as well as the
severity and likelihood of negative consequences for
basic human rights and decent working conditions.
The main focus is on how the business impacts people
both inside and outside the organization.
In addition to our permanent employees in Norway
and Sweden, the Company also employs contractors
in some other countries. We conduct due diligence
assessments when approaching potential projects/
businesses in other countries and have our own
guidelines for our suppliers. Suppliers are required
to maintain high ethical standards, good business
practices, and not act in violation of applicable laws
and regulations, key UN conventions, and national
labor laws at the production site. The UN Declaration
on Human Rights must be respected. Whenever
conventions, national legislation, and regulations
cover the same issue, the highest standard shall
always prevail.
Anyone who wishes to obtain information under the
Transparency Act may contact Sikri Group in writing
and request information on how we handle actual
and potential negative impacts on basic human
rights and decent working conditions that we may
have identified. Currently, no risk elements that have
led to specific measures have been identified. HR is
responsible for this task within the Company.
The yearly statement on the Company’s due diligence
assessments will be made available on the Company’s
website once approved by the Board of Directors and
no later than June 30, 2023.
14.2 Financial review
Profit and loss
Sikri Group’s consolidated revenue was MNOK 1,031.5
in full year 2022, compared to MNOK 543.2 in 2021.
Metria contributes with MNOK 308.4.
Gross margin was 61 percent in 2022 as a whole and
63 percent in 2021. Ambita Group (excluding 4CGroup
AS and Prognosesenteret AS) is consolidated from
1 May 2021, and Metria AB from 1 April 2022. Both
Ambita and Metria’s revenues carry lower gross
margins.
EBITDA was MNOK 136.3 in 2022 (13 percent of
revenue) compared to MNOK 77.3 in the same period
last year (14 percent of revenue). Adjusted EBITDA
was MNOK 175.4 in 2022 (17 percent of revenue).
The net income amounted to MNOK 27.0 in 2022,
compared to negative MNOK 8.5 in 2021.
Financial position
As of 31 December 2022, Sikri Group’s total assets
were MNOK 2,211 compared to MNOK 1,600 at the
end of 2021.
Intangible assets amounted to MNOK 1,846 at the
end of December 2022 compared to MNOK 1,342 at
the end of 2021 due to the acquisition of Metria in
April 2022. Total receivables were MNOK 204.5 at
the end of December 2022 compared to MNOK 84.1
at the end of 2021 due to the volume added by the
Metria business.
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Sikri Group ASA
Annual Report 2022
Sikri Group’s total liabilities were MNOK 1,174 at
the end of December 2022 compared to NOK 843.4
million at the end of 2021. The increase is a result
of additional borrowings to finance the acquisition
of Metria, as well as an increase in lease liabilities
coming from Metria. Current liabilities amounted to
MNOK 405.3 compared to MNOK 300.5 at the end
of 2021, while non-current liabilities were MNOK 768.6
at the end 2022, compared to MNOK 542.9 at the end
of 2021.
Net interest-bearing debt (NIBD) as of the end
of 2022 was MNOK 755.8. Of this, lease liabilities
comprise MNOK 48.4. Sikri Group’s total equity was
MNOK 1,036.7 at the end of 2022 and the equity
ratio was 47 percent. The share capital of Sikri Group
ASA was NOK 2,548,859.54 as of 31 December 2022,
consisting of 127,442,977 ordinary shares with a
nominal value of NOK 0.02.
Cash flow
Sikri Group had a positive cash flow from operating
activities in full year 2022 of MNOK 108, compared
to MNOK 94.6 in full year 2021. Cash flow from
investing activities was negative MNOK 643.2 in 2022
compared to negative MNOK 900.5 in 2021, mainly
due to the acquisition of Metria AB (MNOK 593.8) and
capitalized development costs (MNOK 74.5). Cash
flow from financing activities was MNOK 467.3 in
2022 compared to MNOK 792.3 in 2021, mainly due to
proceeds from borrowings related to the acquisition of
Metria.
In total, Sikri Group had a net decrease in cash and
cash equivalents in 2022 of MNOK 67.9, decreasing
the cash and cash equivalents.
The parent company, Sikri Group ASA, had cash and
cash equivalents of MNOK 28.1 as at the end of 2022.
The full financial statement of the parent company is
presented in chapter 16 of the annual report.
The Board considers the Company’s financial
position, including cash and cash equivalents, to be
satisfactory as at the end of 2022.
Going concern
Based on the aforementioned comments about Sikri
Group ASA’s accounts, the Board of Directors confirms
that the annual financial statements for 2022 have
been prepared on the basis of a going concern
assumption, and that this assumption has been made
in accordance with Section 3-3a of the Norwegian
Accounting Act.
Allocation of the profit for Sikri Group ASA
As described in chapter 16 of this report, profit for the
year 2022 for the parent company was MNOK 1.4. The
Board has proposed that the profit will be allocated to
other equity.
Financial risk and risk management
Sikri Group is exposed to risks from its use of financial
instruments, including credit risk, liquidity risk and
market risk.
Credit risk is the risk that customers are unable to
settle their obligations under a financial instrument
or customer contract, leading to a financial loss.
Approximately 45 percent of Sikri Group’s revenue is
generated from customers within the public sector
where the risk related to these trade receivables
is nearly non-existent. The majority of the last
55 percent are within the private sector, in which
exposure is limited by using credit ratings and risk
assessments upon engaging in assignments. Sikri
Group also has a small portion of sales to private
individuals which pays upfront. All receivables are
monitored closely, and any overdue receivables are
followed up.
Liquidity risk arises from Sikri Group’s management of
working capital and the finance charges and principal
repayments on its debt instruments. It is the risk
that Sikri Group will encounter difficulty in meeting
its financial obligations as they fall due. Sikri Group’s
policy is to ensure that it will always have sufficient
cash to allow it to meet its liabilities when they
become due as well as being able to take advantage
of acquisition opportunities. Management of liquidity
risk is performed at Group level, where the Finance
department monitors liquidity flows in short-term and
long-term reporting. In additional to the cash reserve
at 31 December 2022, Sikri Group also has liquidity
reserves available through credit facilities with its
primary bank.
Market risk is the risk that the future cash flows
will fluctuate because of changes in market prices.
Market risk includes interest risk and currency risk.
Financial instruments affected by market risk include
borrowings, deposits and debt.
Interest rate changes have only a marginal direct
effect on consolidated operating income and cash
flows from operating activities. Sikri Group’s interest
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Sikri Group ASA
Annual Report 2022
rate risk is related to floating interest rates on bank
accounts and bank loans. Sikri Group has no fixed-
rate deposits or debt and is therefore not exposed to
fair value interest rate risk.
Further information on risk management can be
found in Note 28.
Transactions with related parties
Jens Rugseth, a member of the Board of Sikri Group
ASA also holds positions as a member of the Board in
Crayon Group Holding ASA and Techstep ASA. Trade
between Sikri Group and these companies is disclosed
in Note 30.
There were no other material transactions with
related parties during the period.
Research and development
Sikri Group’s R&D efforts are focused on development
of own software, using own resources and external
development expertise. Sikri has in 2022 capitalized
personnel cost and external costs related to R&D, as
well as received some funding from the “SkatteFUNN”
tax incentive scheme. Our R&D is focused on
developing new or improved software for our customers,
using innovative tools and the newest technology.
Corporate social responsibility
Sikri Group aims to be a responsible company which
respects people, society, and the environment.
The Company has developed a CSR policy,
committing Sikri Group to responsible business
practices in the areas of human rights, labour, anti-
corruption and the environment.
At Sikri Group, we actively work to create a safe
working environment without harassment or
discrimination. We have in place a Code of Conduct
which each employee is committed to follow, and a
whistle blowing policy and external process in place
to ensure adherence and protect our employees. No
accidents or incidents were reported in 2022.
Sikri Group’s philosophy is to be an equal opportunity
employer, and we promote equal rights regardless
of gender, gender identification or expression, ethnic
identity, religion, or other beliefs, sexual orientation or
age. We permit no form of discrimination and work
actively to promote diversity across the Company and
functions.
We strive to beat the IT industry average in terms
of gender distribution, which is approximately 30
percent, and are well above this level.
Environmental responsibility
In Sikri Group, we are dedicated to leading by
example, with a high degree of trust in our fellow
team members. We believe that value creation
happens in collaboration and co-creation, and we
strive to enable our employees to work in teams,
with a high degree of freedom, using their individual
competence, initiative, and creativity – to the best for
the Company and our customers.
In our organization, continuous improvement is
a natural part of everyday life. Customer and
market orientation is key to act quickly on the
customer’s needs and market shifts. We believe in an
organization characterized by trust, responsibility, and
ownership – with clear frameworks. Shared functions
and centralized resources help the various market
segments to achieve their goals more easily – through
access to effective solutions and specialist expertise.
We believe in an efficient organization with short
decision-making processes and little bureaucracy.
An overriding goal for all the Sikri Group subsidiaries
is to ensure a safe and positive working environment,
where both personal and professional development is
facilitated. We do this by focusing on the importance
of having a good working environment, safe
operations, continuous competence development,
competitive conditions, and a flexible and balanced
working life. We expect all suppliers to cooperate
with us in achieving our environmental ambitions.
Environmental requirements are a central part of all
our contracts. We are committed to:
• Reduce our impact on the external environment
by setting requirements for sustainable awareness
when choosing partners and suppliers
• To the extent financially sound, prioritize eco-
labeled, sustainable, or environmentally friendly
products and suppliers
• Take the external environment into account when
evaluating new products, methodologies, or
technologies
• Through communication, awareness and inclusion,
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Sikri Group ASA
Annual Report 2022
contribute to strengthening environmental
awareness among employees
• Prioritize reuse of hardware over submission and
destruction
• Reduce CO
2
emissions in connection with travel
and the use of company cars
Sikri AS is certified under ISO 14001 – environmental
management systems, which confirms our dedication
towards reducing our negative impact on the external
environment.
A statement on Sikri’s corporate governance principles
and practices is provided in section 14.3 in Board of
Director’s report. A statement on Sikri Group’s work
with ESG is provided in section 13.
Shareholder information
As of 31 December 2022, Sikri Group ASA’s share
capital was NOK 2,548,859.54, consisting of
127,442,977 ordinary shares with a nominal value of
NOK 0.02. At the end of 2022, Sikri Group held 2,075
own shares.
The Company’s largest shareholder, Karbon Invest
AS, held 34.89 percent of the shares at year end, with
the 10 largest shareholders holding 83 percent of the
shares outstanding.
The final share price at the close of the year, as of 30
December 2022, was NOK 8.19.
For detailed shareholder information, see Note 23 in
the consolidated financial statements for 2022.
Insurance for Board members and CEO
Sikri Group has in place an insurance that covers
members of the Board and Sikri Group’s CEO, for their
potential responsibility towards Sikri Group and its
companies, as well as third parties. The insurance also
covers the Boards and CEOs of subsidiary companies,
and coverage is maximum MNOK 100.
Events after the reporting period
On April 17, 2023, Sikri Group announced that it has
entered into an agreement to divest the Planning
and Surveying consultancy business in Sweden, a part
of the Swedish company Metria AB. The divestment
will further sharpen Sikri Group’s focus on scalable
software and software related services. The agreed
purchase price of the business unit is SEK 52.5
million on a debt free basis. The transaction will be
consummated as a carve-out of the P&S business
from Metria AB and closing of the transaction is,
subject to customary closing conditions, expected to
take place in early May 2023. The consideration will be
paid fully in cash.
As a part of the divestment of Prognosesenteret in
November 2022, a seller’s credit of NOK 37.5 million
was issued to Sikri Group, due in two years from
the transaction date. In February 2023, an early
repayment was made, providing a positive cash inflow
of NOK 37.5 million in Q1 2023 for Sikri Group.
At March 31, 2023, some of the financial covenants
for Sikri Group’s loan financing have been updated.
Please see note 26 for details of current covenants in
force from March 31, 2023.
Outlook
The company will continue to pursue its growth
strategy in building a Nordic technology powerhouse
and will continue to invest in own solutions as well
as pursue M&A opportunities. With the addition
of Metria, Sikri Group took a big step towards
achieving the ambitions, and while continuing to
realize synergies from the integration of the existing
companies in Sikri Group, an integration project to
onboard Metria to Sikri Group’s strategy is ongoing.
Sikri Group’s priorities in 2023 are to realize cross
selling opportunities across the Company, as well
as improving margins through leveraging common
support structures. We expect our investments in
product development to materialize in improved
margins and an improved cash flow yield over
time, although there is uncertainty associated with
assessing future conditions. The volatile markets may
continue to impact some of our customer segments,
but our services are expected to remain stable, and
we will continue to exploit opportunities in existing
and new markets, products, and services.
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14.3 Corporate Governance statement
Corporate governance provides the basis for value creation for the benefit of Sikri
Group’s shareholders, employees, and other stakeholders. The Board of Directors of
Sikri Group has adopted a set of governance principles to ensure a clear division of
roles between the Board, executive management, and shareholders.
The principles are based on the Norwegian Code of Practice for Corporate
Governance. As Sikri Group complies with the Norwegian Accounting Act, the
Company follows the annual corporate governance reporting requirements
under section 3-3b of the Norwegian Accounting Act and the Norwegian Code of
Practice for Corporate Governance.
The Accounting Act may be found (in Norwegian) on www.lovdata.no. The
Norwegian Code of Practice for Corporate Governance, which was last revised
on 14 October 2021 (the Code), may be found on www.nues.no. Sikri Group’s 2022
corporate governance statement follows below.
The statement was approved by the Board of Directors on 27 April 2023.
01 CORPORATE GOVERNANCE PRINCIPLES
Sikri Group ASA (the Company) aims to maintain a high standard of corporate
governance. The Company’s guidelines for corporate governance aim to provide
the basis for long-term value creation and to strengthen the confidence in the
Company, to the benefit of shareholders, employees and other stakeholders.
In order to comply with the Code, the Company will apply the ”comply or explain
principle”. The Company provides an overall report on corporate governance in this
section of the annual report. The Company’s corporate governance principles are
based on the Code, and includes the following main objectives:
• Create value for shareholders of the Company
in a sustainable manner
• The Board shall be autonomous and independent of management
• Clear division of roles and responsibilities
between board and management
• Equal treatment of all shareholders
The Company’s governance documents set out principles for how business should
be conducted, including ethical guidelines and guidelines for corporate social
responsibility. The Company’s corporate governance regime is approved by the
Board of Directors of the Company.
02 BUSINESS
The Company’s business objective is stated in the Articles of Association to be as
follows: The Company’s business objective is to invest in, own, develop and sell or
otherwise realize, wholly or partially, businesses and companies, both domestic
and foreign, and everything in connection with the foregoing.
The Company’s business activities shall be carried out so that the Company
creates value for shareholders in a sustainable manner. The Board sets the
direction for the Company by determining the objectives, strategy and risk profile
of the business within the parameters of the Articles of Association such that
the Company creates value for shareholders in a sustainable manner and takes
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Annual Report 2022
into account financial, social and environmental considerations. These objectives,
strategies and risk profiles are evaluated on an annual basis by the Board through
a designated strategy process. Information concerning the objectives and principal
strategies of the Company and changes thereto as well as business risks aspects
are disclosed to the market in the context of the Company’s annual report, its
quarterly reporting, market presentations and on the Company’s website.
03 EQUITY AND DIVIDENDS
3.1 Equity
The Board ensure that the Company’s capital structure is suitable for the
Company’s objectives, strategy and approved risk profile, by regularly monitoring
the capital situation and immediately take adequate steps should it be apparent
at any time that the Company’s equity or liquidity is less than adequate.
During 2022, Sikri Group completed two private placements. The first was in
September 2022, rising NOK 200 million in gross proceeds, while the Company
successfully completed a NOK 100 million placement in November 2022. The
proceeds raised from the private placements have strengthened the Company’s
balance sheet by reducing leverage, replacing the bridge facility component
financing Sikri Group’s acquisition of Metria.
The share capital of the Company was NOK 2,548,859.54 as of 31 December 2022,
consisting of 127,442,977 ordinary shares with a nominal value of NOK 0.02.
3.2 Dividend
The Board shall establish a clear and predictable dividend policy as the basis for
the Board’s proposals on dividend payments that it makes to the general meeting.
The background to any proposal for the Board to be given an authorization to
approve the distribution of dividends shall be explained. The dividend policy
is available in the Prospectus as of 11 November 2022, located in the investor
relations section of the Company’s website.
The company’s strategy does not provide for dividend distributions at this stage
of the business development process. The Board does not propose any dividend
payment for the fiscal year 2022.
3.3 Capital increases and purchases of own shares
Any authorizations granted to the Board to increase the Company’s share capital
shall be restricted to defined purposes. If the Board authorization covers several
purposes, each such authorization shall be considered separately by the general
meeting. Authorizations granted to the Board to increase the share capital or
purchase treasury shares shall be limited in time and shall not be given for a period
longer than until the next annual general meeting.
The Board considers that Sikri Group has a capital structure as of the end of 2022
that is appropriate for its objectives, strategy, and risk profile.
04 EQUAL TREATMENT OF SHAREHOLDERS
4.1.1 General information
The Company has only one share class. Each share in the Company carries
one vote and otherwise has equal rights in the Company including the right to
participate in general meetings. All shareholders shall be treated on an equal basis
unless there is just cause for treating them differently.
On 7 July 2022, Sikri Group successfully uplisted from Euronext Growth to Euronext
Oslo Børs.
4.1.2 Capital increases without preferential rights and transactions in the
Company’s own shares
All existing shareholders have pre-emptive rights to subscribe for shares in the
event of share capital increases. The general meeting may by a qualified majority
set aside the pre-emptive rights of existing shareholders. Any deviations from
such rights must be justified by the common interest of the Company and the
shareholders. Explanation of the justification by the Board shall be included in
50
Sikri Group ASA
Annual Report 2022
the agenda for the shareholders meeting. Where the Board has authorizations to
increase the Company’s share capital and waive the pre-emption rights of existing
shareholders, a stock exchange notice will be issued containing the reasoning for
the deviation.
Any transaction by the Company in its own shares shall take place either through
the stock exchange or otherwise at prevailing stock exchange prices. In the event
there is limited liquidity in the Company’s shares, the Company will consider other
ways to ensure equal treatment of all shareholders.
05 FREE TRANSFERABILITY
Sikri Group’s shares are listed on the Oslo Stock Exchange under the ticker SIKRI
and are freely transferable. There are no restrictions on the transferability of shares
in The Company in the Articles of Association.
There are no general restrictions on the purchase or sale of shares by members of
Sikri Group’s management as long as they comply with the regulations on insider
trading and in the Market Abuse Regulation (MAR).
06 GENERAL MEETING
6.1 Exercise of rights
The Board shall arrange for as many shareholders as possible to be able to exercise
their rights to participate in the Company’s annual general meeting (AGM). The
AGM of 2022 was held on 31 May 2022, while the 2023 AGM will take place on 31
May 2023. The company’s financial calendar is published via Oslo Stock Exchange
and in the investor relations section of Sikri Group’s website.
The Board ensures that the annual general meeting is an effective meeting place
for shareholders and the Board, through, among other things, ensuring that:
a) the notice and agenda documents for the general meeting, including the
nomination committee’s recommendations, are published on the Company’s
website at the latest 21 days before the general meeting is to be held;
b) the resolutions and supporting information are sufficiently detailed for
shareholders to be able to take a position on all matters that are to be considered;
c) the deadline for shareholders to give notice of attendance is to be set as close
to the meeting as practically possible and in accordance with the provisions in the
Articles of Association;
d) the Board and the person chairing the meeting shall ensure that the general
meeting is able to vote on each of the candidates for appointment to the
Company’s corporate bodies;
e) all representatives of the Board and the chairperson of the nomination
committee should be present at general meetings. Representatives of the
nomination committee, the remuneration committee and the audit committee,
as well as the auditor should be present at general meetings where matters of
relevance for such committees/persons are on the agenda;
f) arrangements are in place to ensure an independent chair of the general
meeting; and
g) shareholders who are unable to attend in the meeting in person shall be given
the opportunity to vote by proxy. The Company shall prepare a proxy form, which
shall in so far as this is possible, be set up so that it is possible to vote on each
of the items on the agenda and each of the candidates that are nominated for
election. Information on the procedure for attending by proxy and a proxy form
shall be included in the notice convening the general meeting. A shareholder may
be represented through power of attorney.
07 NOMINATION COMMITTEE
According to the Company’s Articles of Association, the Company shall have a
nomination committee. The nomination committee shall consist of two to three
members elected by the general meeting for a term of up to two years. The
general meeting shall determine the remuneration of the committee’s members
and approve instructions for the committee.
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Sikri Group ASA
Annual Report 2022
The members of the nomination committee shall be selected to take into account
the interests of the shareholders in general. All of the members of the committee
shall be independent of the Board and executive personnel. The nomination
committee should not include the Company’s board members or the CEO or any
other executive personnel.
The nomination committee shall issue explained proposals to the general meeting
regarding the election of shareholder-elected members, deputy members and
Chair of the Board, and election of members and Chair of the nomination
committee. The nomination committee shall also issue a proposal regarding the
remuneration of the Board and the nomination committee.
The Company shall provide information on who are the members of the
committee and any deadlines for presenting proposals to the committee on the
Company’s website. The nomination committee shall hold individual discussions
with members of the Board.
As at 31 December 2022, the nomination committee consists of Tor Malmø (chair)
and Fredrik Cappelen. Mr. Malmø is considered independent from the Company,
while Mr. Cappelen controls 12 percent of the Company through Stella Industrier
AS and Stella AS.
08
CORPORATE ASSEMBLY, BOARD COMPOSITION AND INDEPENDENCE
The Company does not have a corporate assembly.
The Company aims to ensure a balanced composition of the Board taking to
ensure that the Board can attend to the common interest of all shareholders and
meets the Company’s need for expertise, capacity and diversity. Attention will be
paid to ensuring that the Board can function effectively as a collegiate body.
The Board shall be composed so that it can act independently of any special
interests. The majority of the shareholder-elected members shall be independent
of the Company’s executive personnel and significant business contacts. At least
two of the shareholder-elected board members shall be independent of the
Company’s major shareholder(s).
For the purposes of these Corporate Governance Guidelines, a major shareholder
shall mean a shareholder that owns or controls 10 percent or more of the
Company’s shares or votes, and independence shall entail that there are
no circumstances or relations that may be expected to be able to influence
independent assessments of the person in question.
No member of the Company’s executive personnel are members of the Board. The
chair of the Board is elected by the general meeting.
The term of office for board members shall not be longer than two years at a time.
Members of the Board may be re-elected.
The Company’s annual report will provide information on participation at board
meetings and on matters that can illustrate the Board members’ expertise. In
addition, information shall be given on which board members are considered to be
independent.
All of the Board members are independent of the executive management and
material business contacts. Rolv Erik Ryssdal, Sigrun Hansen Syverud and Martine
Drageset are independent of the Company’s main shareholders.
Board members shall be encouraged to own shares in the Company.
Information on each of the Board members regarding experience, qualifications
and ownership of options/shares is available on the Company’s website.
Three of the current five board members are men (60 percent), and two are
women (40 percent).
Board of Directors composition as at 31 December 2022:
Name Position
Rolv Erik Ryssdal Chairman
Jens Rugseth Board member
Sigrun Syverud Board member
Name Position
Martine Drageset Board member
Preben Rasch-Olsen Board member
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Sikri Group ASA
Annual Report 2022
Participation in Board meetings in 2022:
Name
Board
meetings
Audit committee
meetings
Remuneration
committee meetings
Rolv Erik Ryssdal
1
1 2
Jens Rugseth 22
Sigrun Syverud
2
12 4
Martine Drageset
2
12 1
Preben Rasch-Olsen 23 1
Torstein Harildstad
3
20 1
Christian Breddam
4
11
Torbjørn Krøvel
4
11
Rune Syversen
4
10
Fredrik Cappelen
4
11
1) Serves as Chairman from 24 November 2022, 2) Serves as Board member from 31 May 2022,
3) Served as Chairman until 24 November 2022, 4) Served as Board member until 31 May 2022
09 THE WORK OF THE BOARD
The Board’s duties are regulated by Norwegian law. The Board has the ultimate
responsibility for the management and control of the Company and its operations
which should be conducted in accordance with the Articles of Association and
guidelines and framework given by the shareholders through the general meeting.
The Board will produce an annual schedule for its work, focusing particularly on
objectives, strategies and implementation.
The Board will implement instructions for the Board and the CEO, focusing on
determining allocation of internal responsibilities and duties. These instructions
shall also state how the Board and executive management shall handle
agreements with related parties, including whether an independent valuation
must be obtained. Any such agreements shall be presented by the Board in their
annual directors’ report.
Discussions of any matter in which the chair is, or has been, actively involved will
be chaired by some other member of the Board.
The Company has established an audit committee and adopted mandate and
instructions for its work. The duties and composition of the audit committee
are in compliance with the Norwegian Public Limited Companies Act. The audit
committee shall comprise of at least two shareholder representatives from the
Board. The majority of the members of the committee should be independent.
The Company has established a remuneration committee and adopted
mandate and instructions for its work, to help ensure thorough and independent
preparation of matters relating to compensation paid to the executive personnel.
The remuneration committee shall comprise of at least two shareholder
representatives from the Board executive personnel, and those representatives
shall be independent of the Company’s executive personnel.
Both the Board committees will assist the Board with preparing its work,
but decisions should be taken by the whole board. Information regarding the
appointment of board committees shall be provided in the annual report.
The Board shall perform an annual evaluation of its own performance and expertise.
10 RISK MANAGEMENT AND INTERNAL CONTROLS
It is the responsibility of the Board of Directors to ensure that the Company
has sound and appropriate internal control and systems for risk management
reflecting to the extent and nature of the Company’s activities. Sound and
appropriate risk management is of importance in ensuring long-term value
creation and to strengthen the confidence in the Company.
Risk management and internal control is performed through various processes,
both on a board level and in the daily management of the Company. As a part
of the Company’s risk management and internal control arrangements, risks
are identified and evaluated with respect to probability of occurrence and the
impact of the risk. Actions are defined in order to monitor or mitigate the risk.
The outcome of such processes is reported to and reviewed by the Board at least
annually. As a part of the risk management, the Board has developed and adopted
a risk profile as further set out in the Company’s internal policies.
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Annual Report 2022
In respect of its internal control and risk management, the Company shall approve
adequate policies and guidelines which, inter alia, address ethics, corporate social
responsibility, risk management, financial reporting, and internal communication.
The Board performs risk management and internal control through board
meetings. The Board shall regularly receive reports from executive personnel
outlining the financial and operational performance of the Company. In
connection with the annual planning and budgeting process, the Board carries out
an annual review of the Company’s most important areas of exposure to risk.
11 REMUNERATION OF THE BOARD
The remuneration to the Board is proposed by the nomination committee and
decided by the annual general meeting. The Board’s remuneration shall reflect
the Board ’s responsibilities, expertise, and use of time and the complexity of the
business. Remuneration shall not be linked to financial results and no options shall
be issued to board members.
Board members, or companies associated with board members, shall not engage
in specific assignments for the Company in addition to their appointments as
board members. If they, nonetheless, do take on such assignments the entire
board must be informed and the consideration for such additional duties is subject
to approval by the Board.
Any consideration paid to board members in addition to their board remuneration
shall be specifically identified.
The Company has the following deviation from the Code:
• The chairman has been granted 51,808 share options in the Company under
the Chairman Option Program.
This deviation was pre-dated the change of the Company to a Public Limited
Liability Company (ASA) in June 2022, and this was thus not a deviation at the
time the grant was made. After the change to ASA, it was decided by the Board of
Directors that the option program for the Chairman was terminated, and that no
further grants will be made under the program, after the 2022 grant, as described
in section 11.6.4 “Share option programs” in the Prospectus of the Company,
located on the Company’s website. Furthermore, the Chairman in question has
since been replaced, and no longer holds a position in the Board of Sikri Group ASA.
Apart from the above, neither the Board of Directors nor the Company’s general
meeting of shareholders have adopted any resolutions which are deemed to have
a material impact on the Company’s corporate governance regime.
12 REMUNERATION OF THE MANAGEMENT
The Board shall prepare guidelines for the remuneration of management and
key personnel pursuant to the Norwegian Public Limited Liability Companies Act
section 6-16a, including the main principles for the Company’s remuneration policy
and should contribute to aligning the interests of shareholders and management.
These guidelines shall be approved by the general meeting at least every
fourth year and are binding for the Board from the time they are approved. The
guidelines shall be clear and easily understandable and provide the framework
for the remuneration of key personnel in the Company and aim to support the
Company’s business strategy, long-term interests and financial viability. The Board
shall also prepare a report on remuneration to management and key personnel
pursuant to the Norwegian Public Limited Liability Companies Act section 6-16b.
The remuneration committee is responsible for, amongst other, to prepare the
Board’s proposal to the guidelines for remuneration for key personnel and yearly
remuneration report.
Performance-related remuneration should be subject to an absolute limit.
The Company has established an employee share purchase program where the
employees and board members of the Company have been invited to purchase
Shares in the Company. Subject to the employee not selling its Shares acquired
under the ESPP and remaining an employee in the Company for a 3-year period,
the employees will be entitled to receive 1 bonus share per 3 Shares purchased
in the ESPP. Except that each employee must pay the nominal value of each
bonus share upon delivery, the bonus shares will be delivered free of charge to
the employees. The Company has also established an option program for the
management and certain key employees.
Sikri Group ASA
Annual Report 2022 54
13 INFORMATION AND COMMUNICATION
The Company shall continuously provide its owners, Oslo Børs and other players
in the financial markets with timely and precise information about the Company
and its operations. Relevant information shall be given in form of annual reports,
quarterly reports, investor presentations, stock exchange notices and press
releases in accordance with what is appropriate from time to time. The Company’s
investor relations policy is provided in chapter 13 of the annual report, and on Sikri
Group’s website.
The Company shall maintain an open dialog with shareholders and other
participants in the securities market. The Company has established principles
for investor relations which includes guidelines for the Company’s contact with
shareholders and the financial community.
Information shall be given to owners and other players in the markets
simultaneously and with the most efficient methods. The disclosure of financial
information and other information shall be accurate, timely and based on
openness and equal treatment of the owners and players in the financial market.
In accordance with the market abuse regulation (MAR), the Norwegian Securities
Trading Act and the Stock Exchange Act, notifications are distributed to Oslo Børs
and national and international news agencies, and are published on our website.
The Company’s financial calendar will also be published through Oslo Børs and
on the website with important dates for investors, such as the date of the general
meeting and quarterly reports.
The Company has established separate guidelines for handling of inside
information and rules for primary insiders and its close associates.
During 2022, the Company has published an annual electronic financial calendar
with an overview of dates for important events, such as the general meeting,
interim financial reports and public presentations. The calendar and information
therein are available in English. Subject to any applicable exemptions that are
invoked, the Company will promptly disclose all inside information.
14 TAKEOVERS
The Board has set out main principles for how it will act in the event of a take-
over bid. In a take-over process, the Board and management each have an
individual responsibility to help ensure that the Company’s shareholders are
treated equally and that there are no unnecessary interruptions to the Company’s
business activities. The Board has a particular responsibility in ensuring that the
shareholders have sufficient information and time to assess the offer.
In the event of a take-over process, the Board shall seek to comply with the
principles in the Code, in addition to relevant legislation and regulations. The
Board must be aware of the particular duty it has for ensuring that the values
and interests of the shareholders are protected. The Board should not seek to
hinder or obstruct any takeover bid for the Company’s operations or shares unless
there are particular reasons for doing so. The Board should not undertake any
actions intended to give shareholders or others an unreasonable advantage at
the expense of other shareholders or the Company. The Board should not institute
measures with the intention of protecting the personal interests of its members at
the expense of the interests of the shareholders.
If an offer is made for the Company’s shares, the Board shall issue a statement
making a recommendation as to whether shareholders should or should not
accept the offer. The Board’s statement on the offer should make it clear whether
the views expressed are unanimous, and if this is not the case, it will explain the
basis on which specific members of the Board have excluded themselves from the
Board’s statement. The Board shall also seek to arrange a valuation from an is
in effect a disposal of the Company’s activities shall be independent expert. Any
transaction that decided by a general meeting.
15 AUDITOR
The general meeting elects the auditor. The auditor shall annually present the
main features of the plan for work with the audit of the Company to the Board or
the audit committee.
The auditor shall participate in the Board meeting that approves the annual
financial statements. In this meeting, the auditor is describing its views on
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Sikri Group ASA
Annual Report 2022
accounting matters and principles, risk areas, and
internal control. The Company’s internal control shall
be reviewed by the auditor at least once a year.
The auditor shall at least once a year present to
the Board or the audit committee a review of the
Company’s internal control procedures, including
identification of weaknesses and proposals for
improvement. The Company’s auditor, BDO,
participated in one meeting with the Board of
Martine Dragset
Board Member
Sigrun Syverud
Board Member
Preben Rasch-Olsen
Board Member
Rolv Erik Ryssdal
Chairperson
Nicolay Moulin
CEO
Jens Rugseth
Board Member
Directors during 2022, without the management
team of the Company present.
The audit committee shall hold a meeting with
the auditor at least once a year at which no
representative of the management is present.
The audit committee held one meeting during 2022.
BDO participated in the meeting.
Responsibility statement
Oslo, 27 April 2023
From the Board of Directors and CEO of Sikri Group ASA
The Board and CEO have considered and approved the consolidated set of financial statements for the period 1 January to 31 December 2022. We confirm to the best
of our knowledge that the consolidated set of financial statements for the above-mentioned period has been prepared in accordance with IFRS (International Financial
Reporting Standards), and they present a true and fair view of Sikri Group’s assets, liabilities, financial position, and overall result for the period viewed in their entirety.
Furthermore, we declare that the Board of Directors report gives a true and fair overview of any significant events that arose during the above-mentioned period and
their effect on the financial report, and that it gives a correct view of any significant related parties’ transactions, principal risks and uncertainties faced by Sikri Group.
The Board shall specify the management’s right to
use the auditor for other purposes than auditing.
The Board shall report the remuneration paid
to the auditor to the shareholders at the annual
general meeting, including a breakdown of the fee
paid for audit work and fees paid for other specific
assignments, if any.
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Annual Report 2022
15 Consolidated financial statements
15.1
Consolidated statement of profit and loss 57
15.2
Consolidated statement of comprehensive income 58
15.3
Consolidated statement of financial position 59
15.4
Consolidated statement of changes in equity 61
15.5
Consolidated cash flow statement 63
15.6
Notes 65
15.7
Alternative performance measures 120
57Annual Report 2022
Sikri Group ASA
15.1
Consolidated statement
of profit and loss
NOK 1000 Note 2022 2021
Revenue 5, 6 1 031 512 543 242
Cost of providing services 7 397 528 198 714
Gross profit 633 984 344 528
Personnel expenses 8, 9, 10 345 289 180 981
Other operating expenses 11 152 399 86 241
EBITDA 136 296 77 306
Depreciation and amortisation expenses 13 116 430 64 847
Impairment losses 19 2 533
Operating profit 17 333 12 459
Financial income 15 3 479 2 212
Financial expenses 15 -52 628 -15 290
Profit before income tax -31 816 -619
Income tax expense 16 -648 7 119
Profit from continuing operations -31 169 -7 738
Profit from discontinued operations 4 58 134 -746
Net income 26 965 -8 484
Profit for the period is attributable to:
Owners of Sikri Group ASA
23 713 -8 703
Non-controlling interests 3 252 219
26 965 -8 484
Earnings per share:
Basic earnings per share 17 0.23 -0.10
Diluted earnings per share 17 0.23 -0.10
Basic earnings per share continuing operations 17 -0.30 -0.08
Diluted earnings per share continuing operations 17 -0.30 -0.08
58Annual Report 2022
Sikri Group ASA
15.2
Consolidated statement
of comprehensive
income
NOK 1000 Note 1.1 - 31.12.2022 1.1 - 31.12.2021
Profit for the period 26 965 -8 484
Other comprehensive income (net of tax):
Items that will or may be reclassified to profit or loss:
Exchange differences on translation of foreign operations 7 337 125
Total comprehensive income for the period 34 302 -8 359
Total comprehensive income for the period is attributable to:
Owners of Sikri Group ASA 30 922 -8 640
Non-controlling interest 3 380 280
34 302 -8 359
59Annual Report 2022
Sikri Group ASA
15.3
Consolidated statement
of financial position
NOK 1000 Note 2022 2021
Assets
Non-current assets
Equipment and fixtures 18 21 785 5 517
Right-of-use assets 21 47 600 36 466
Intangible assets 19 1 846 267 1 341 844
Other investments 20, 22, 23 30 582 13 456
Total non-current assets 1 946 234 1 397 284
Current assets
Trade and other receivables 22, 23 204 544 84 122
Contract assets 6 8 904
Cash and cash equivalents 22, 24 50 905 118 833
Total current assets 264 352 202 954
Total assets 2 210 586 1 600 238
Equity and liabilities
Equity
Share capital 25 2 549 1 880
Share premium 1 005 748 683 396
Capital increase, not registered 9 611
Other equity 25 25 026 9 905
Non-controlling interests 3 341 52 076
Total equity 1 036 665 756 869
60Annual Report 2022
Sikri Group ASA
15.3
Consolidated statement
of financial position
Continued
NOK 1000 Note 2022 2021
Liabilities
Non-current liabilities
Borrowings 22,26 629 791 439 673
Lease liabilities 21 23 320 23 964
Deferred tax liabilities 3, 16 115 527 79 249
Total non-current liabilities 768 638 542 886
Current liabilities
Trade and other payables 22,27 211 876 132 463
Contract liabilities 6 38 092 39 085
Current tax liabilties 16 1 767 14 653
Borrowings 22,26 128 478 101 000
Lease liabilities 21 25 069 13 282
Total current liabilities 405 282 300 483
Total liabilities 1 173 921 843 369
Total equity and liabilities 2 210 586 1 600 238
Martine Dragset
Board Member
Oslo,
27 April 2023
Sigrun Syverud
Board Member
Preben Rasch-Olsen
Board Member
Rolv Erik Ryssdal
Chairperson
Nicolay Moulin
CEO
Jens Rugseth
Board Member
61Annual Report 2022
Sikri Group ASA
15.4
Consolidated statement
of changes in equity
Attributable to owners of Sikri Group ASA
NOK 1000
Note
Share
capital
Share
premium
Capital
increase,
not
registered
Cumulative
translation
differences
Other
equity Total
Non-
controlling
interests
Total
equity
Balance at 1 Jan 2021 1 480 237 173 0 14 938 253 591 0 253 591
Profit or loss for the period -8 703 -8 703 219 -8 484
Other comprehensive
income
Translation differences 64 64 61 125
Total comprehensive
income for the period
0 0 0 64 -8 703 -8 640 280 -8 359
Contributions by and distributions to owners:
Issue of share capital net
of transaction costs and
tax
25 400 446 223 9 611 456 235 456 235
Non-controlling
interests on acquisition
of subsidiary
3 51 796 51 796
Share-based
payments
10 3 607 3 607 3 607
400 446 223 9 611 0 3 607 459 842 51 796 511 638
Balance at 31 Dec 2021 1 880 683 396 9 611 64 9 841 704 793 52 076 756 869
62Annual Report 2022
Sikri Group ASA
15.4
Consolidated statement
of changes in equity
Continued
Attributable to owners of Sikri Group ASA
NOK 1000
Note
Share
capital
Share
premium
Capital
increase,
not
registered
Cumulative
translation
differences
Other
equity Total
Non-
controlling
interests
Total
equity
Balance at 1 Jan 2022 1 880 683 396 9 611 64 9 841 704 793 52 076 756 869
Profit or loss for the period 23 713 23 713 3 252 26 965
Other comprehensive
income
Translation differences 7 209 7 209 128 7 337
Total comprehensive
income for the period
0 0 0 7 209 23 713 30 922 3 380 34 302
Contributions by and distributions to owners:
Issue of share capital net
of transaction costs and
tax
25 668 322 352 -9 611 313 409 313 409
Acquisition of non-
controlling interests
3 -24 196 -24 196 -10 382 -34 579
Non-controlling interests
in subsidiaries sold
4 0 -41 733 -41 733
Share-based
payments
10 8 396 8 396 8 396
668 322 352 -9 611 -15 800 297 610 -52 115 245 494
Balance at 31 Dec 2022 2 549 1 005 748 0 7 273 17 754 1 033 324 3 341 1 036 665
63Annual Report 2022
Sikri Group ASA
15.5
Consolidated statement
of cash flows
NOK 1000 Note 2022 2021
Cash flows from operating activities
Profit before income tax 28 848 -2 260
Adjustments for
Depreciation and amortisation expenses 13 116 430 64 847
Depreciation and amortisation expenses (discontinued) 10 5 835 10 043
Share-based payment expense 8 396 3 607
Net gain/loss on sale of non-current assets
Net gain on sale of Prognosesenteret/4CG -49 161
Interest received and paid - net 38 631 12 265
Net exchange differences 103
Change in operating assets and liabilities, net of effects from purchase of subsidiaries
Change in trade and other receivables and contract assets -23 151 41 664
Change in trade and other payables and contract liabilities -9 937 -30 282
Interest received 15 1 058 68
Income taxes paid -9 039 -5 338
Net cash inflow from operating activities 108 013 94 614
Cash flows from investing activities
Payment for acquisition of subsidiaries, net of cash acquired 3,26 -593 830 -855 675
Payment for equipment and fixtures 18 -9 360 -853
Payment of capitalised development costs 19 -74 538 -43 947
Payment for associates and other financial assets -11 472
Proceeds from sale of equipment and fixtures 197
Proceeds from sale of subsidiaries 4 39 886
Receipt of government grants 5 871
Net cash inflow/outflow from investing activities -643 246 -900 474
64Annual Report 2022
Sikri Group ASA
15.5
Consolidated statement
of cash flows
Continued
NOK 1000 Note 2022 2021
Cash flows from financing activities
Proceeds from issuance of ordinary shares 25 312 411 456 235
Proceeds from borrowings 26 694 408 505 930
Repayment of borrowings 26 -478 389 -149 556
Principal element of lease payments 21 -22 565 -8 569
Interest paid -38 111 -11 723
Transactions with non-controlling interests -450
Net cash inflow/outflow from financing activities 467 304 792 317
Net increase/decrease in cash and cash equivalents
-67 929 -13 543
Cash and cash equivalents 1 January 118 833 132 376
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the period 50 905 118 833
Profit before taxes from total operations consists of:
Profit before taxes from continuing operations -31 816 -619
Profit before taxes from discontinued operations 60 664 -1 641
Profit before taxes from total operations 28 848 -2 260
65Annual Report 2022
Sikri Group ASA
15.6
Notes
Sikri Group ASA is a public limited liability company incorporated in Norway. Sikri Group ASA is the parent
company of the Sikri Group. Refer to note 20 for a list of the subsidiaries. The Group`s head office is located at
Dronning Mauds Gate 10, 0250 Oslo, Norway. The Group was established in 2020.
Note 1 - General information
The Group reports into four segments; Public, Private, Consumer and Metria. The Public segment comprises
sale of software and services in Sikri AS. The Private segment comprise sale of property data, software
and data services in Ambita AS. The Consumer segment comprise sale of software and services within
documentation and value estimates on residential properties to professionals within the real estate market
through Boligmappa AS and Virdi AS. The Metria segment offers services, software and solutions in the
Swedish market within geoinformation and planning and surveying. Refer to note 4 for more information
on segments.
7 July 2022, Sikri Holding ASA was successfully uplisted on Euronext Oslo Børs, and 24. november the company
change the name to Sikri Group ASA. Sikri Group ASA is listed on Euronext Oslo Børs under the ticker SIKRI.
The consolidated financial statements of Sikri Group ASA for the fiscal year 2022 were approved in the board
meeting on 27 April 2023.
66
Sikri Group ASA
Annual Report 2022
Note 2 - Summary of significant accounting policies and estimates
Statement of compliance
The consolidated financial statements of Sikri Group ASA have been prepared in
accordance with International Financial Reporting Standards (IFRS) as endorsed
by the European Union (EU), and Norwegian disclose requirements regulated in
the Norwegian Accounting Act as of 31.12.2022.
Basis of preparation
The consolidated financial statements of Sikri Group ASA for the year ended
31 December 2022 comprise the Company and its subsidiaries except for for
Pixedit AB and Mahoom AS which is not consolidated as the entity is immaterial
to the Group (together referred to as the ”Group”). The consolidated financial
statements consist of statement of comprehensive income, statement of financial
position, cash flow statement, statement of changes in equity and disclosures.
The consolidated financial statements are based on historical cost, with the
exception of financial instruments at fair value through profit or loss (ref note 22).
The consolidated financial statements have been prepared on the basis of
uniform accounting policies for similar transactions and events under otherwise
similar circumstances.
Thus, the Group controls an entity if and only if the Group has all the following:
• power over the entity;
• exposure, or rights, to variable returns from its involvement with the entity; and
• the ability to use its power over the entity to affect the amount of the Group’s returns.
There is a presumption that if the Group has the majority of the voting rights in
an entity, the entity is considered as a subsidiary. To support this presumption
and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing
whether it has power over the entity. Including ownership interests, voting rights,
ownership structure and relative power, as well as options controlled by the Group
and shareholder’s agreement or other contractual agreements.
The assessments are done for each individual investment.
The Group re-assesses whether or not it controls an entity if facts and
circumstances indicate that there are changes to one or more of the three
elements of control.
Business combinations are accounted for by using the acquisition method, see
note 3 - business combinations. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are
attributed to the equity holders of the parent of the Group and to the non-
controlling interests, even if this results in the non-controlling interests having
a deficit balance. When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line with the
Group’s accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group
are eliminated in full on consolidation.
Basis for consolidation
The Group’s consolidated financial statements comprise the parent company
and it’s subsidiaries as of 31 December 2022. An entity has been assessed as
being controlled by the Group when the Group is exposed for or have the rights to
variable returns from its involvement with the entity, and has the ability to use its
power over the entity to affect the amount of the Group’s returns.
The Group’s presentation currency is NOK. This is also the parent company’s
functional currency.
67
Sikri Group ASA
Annual Report 2022
Note 2, continued
Foreign currency
Transactions in foreign currencies are translated to the functional currency of the
Group entities at the exchange rate at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the balance sheet date
are retranslated to the functional currency at the exchange rate on that date.
Foreign exchange translation differences are recognized as part of financial items
in profit or loss.
Assets and liabilities in foreign subsidiaries, whose functional currency differ from
the presentation currency, are converted to NOK using the exchange rate in effect
at the balance sheet date. Income and expenses from foreign companies are
converted to NOK using the quarterly average rate of exchange.
Classification of current and non-current items
An asset is classified as current when it is expected to be realized or sold, or to be
used in the Group’s normal operating cycle, or falls due or is expected to be realized
within 12 months after the end of the reporting period. Other assets are classified
as non-current. Liabilities are classified as current when they are expected to be
settled in the normal operating cycle of the Group or are expected to be settled
within 12 months of the end of the reporting period, or if the Group does not have
an unconditional right to postpone settlement for at least 12 months after the
balance sheet date.
Provisions
A provision is recognized when the Group has an obligation (legal or self-imposed)
as a result of a previous event, it is probable (more likely than not) that a financial
settlement will take place as a result of this obligation and the size of the amount
can be measured reliably.
The use of estimates and assessment of accounting policies
when preparing the annual accounts
Estimates and assumptions
The management has used estimates and assumptions that have affected
assets, liabilities, incomes, expenses and information on potential liabilities. This
particularly applies to the depreciation of intangible assets, evaluations related
to acquisitions and impairment test of goodwill. It is reasonably possible, based
on existing knowledge, that outcomes within the next financial year are different
from the assumptions made which may lead to these estimates being materially
changed. Estimates and their underlying assumptions are reviewed on a regular
basis and are based on best estimates and historical experience. Changes in
accounting estimates are recognised during the period when the changes take
place. If the changes also apply to future periods, the effect is divided among the
present and future periods.
Judgements
The management has, when preparing the financial statements; made certain
significant assessments based on critical judgment when it comes to application
of the accounting policies. The following notes include the Group’s assessments
regarding:
• Business combinations (refer to note 3)
• Depreciation of intangible assets (refer to note 13 and 19)
• Impairment test of goodwill (refer to note 14)
• Important estimates and assessments regarding the length of the leases
(refer to note 21)
• Leases - calculation of incremental borrowing rate (refer to note 21)
• Events after the reporting period (refer to note 32)
Non-controlling interests is presented separately under equity in the Group’s
balance sheet.
68
Sikri Group ASA
Annual Report 2022
Note 2, continued
Accounting principles
Business combinations are accounted for using the acquisition method as of
the acquisition date, which is when control is transferred to the Group. The
consideration transferred in the acquisition is generally measured at fair value, as
are the identifiable net assets acquired. Any contingent consideration is measured
at fair value at the date of acquisition. Contingent consideration is classifised
as either equity or a financial liability. Changes in fair value of the contingent
consideration from acquisition of a subsidiary will be recognised in profit and loss.
The excess of the consideration transferred in a business combination, non-
controlling interests, and the acquisition-date fair value of any previous equity
interest in the acquired entity over the fair value of identifiable net assets of the
acquired entity is recognised as goodwill in the balance sheet. Goodwill that arises
from a business combination is tested annually for impairment. If the sum is less
than the entity’s net assets, the difference is immediately recognised in the profit
or loss. Acquisition related transaction costs are expensed as incurred.
Where settlement of any part of cash consideration is deferred, the amounts
payable in the future are discounted to their present value as at the date of
exchange. The discount rate used is the entity’s incremental borrowing rate, being
the rate at which a similar borrowing could be obtained from an independent
financier under comparable terms and conditions.
If the business combination is achieved in stages, the acquisition date carrying
value of the acquirer’s previously held equity interest in the acquisition is re-
measured to fair value at the acquisition date. Any gains or losses arising from
such re-measurement are recognised in profit or loss.
Note 3 - Business combinations
Adoption of new and revised International Financial Reporting Standards
New and amended IFRS Standards that are effective for the current year
The following amendments to existing IFRS standards have become effective in 2022:
• Onerous Contracts – Cost of Fulfilling a Contract – Amendments to IAS 37
• Annual Improvements to IFRS Standards 2018-2020
• Property Plan and Equipment: Proceeds before Intended Use – Amendments
to IAS 16.
• Reference to the Conceptual Framework – Amendments of IFRS 3
The Group also elected to adopt the following amendments early:
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction
– Amendments to IAS 12.
None of these amendments have had any significant effect for Sikri’s financial
reporting.
New and revised IFRS Standards not yet effective
The following new and revised IFRS Standards are issued but not yet effective:
• Classification of Liabilities as Current or Non-current – Amendments to IAS 1.
• IFRS 17 Insurance Contracts
• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice
Statement 2.
• Definition of Accounting Estimate – Amendments to IAS 8
None of these new and revised IFRS Standards are expected to have significant
effect for Sikri’s financial reporting.
69
Sikri Group ASA
Annual Report 2022
Note 3, continued
Critical judgements and significant estimates
The acquisitions require the use of substantial judgement when assessing the
fair value of the consideration transferred, identifying, and valuation of intangible
assets such as capitalised development, customer contracts and trademarks.
Business combinations completed in 2022
Metria AB
On 1 April 2022 the Group entered into a binding agreement regarding the
acquisition of all the shares and voting rights in Metria AB. The transaction was
closed later the same day.
Together with Sikri and the other companies in the Group, Metria represents a
strong Nordic innovation centre, uniquely positioned to offer the public sector,
private businesses, and citizens better services. In addition to cost synergies, Sikri
expects there to be further synergy potential from common solutions and services,
cross-selling towards combined customer bases, and growth in the Nordics in the
upcoming years.
Below details of the fair value of identifiable assets and liabilities acquired,
consideration transferred, and goodwill are presented. Note that fair value was
not used as the measurement basis for right-of-use assets and lease liabilities that
require a different basis of measurement.
Below the fair values recognised on acquisition are presented.
NOK 1000 Note Metria AB
Assets
Identifiable intangible assets 19 254 269
Equipment and fixtures 18 15 905
Right-of-use assets 21 40 822
Cash and cash equivalents 83 534
Trade and other receivable 83 596
Other assets 19 827
Total assets 497 953
Liabilities
Borrowings 0
Trade and other payables 95 579
Contract liabilities 13 044
Lease liabilities 21 40 822
Deferred tax liability 16 51 504
Total liabilities 200 949
Net identifiable assets and liabilities at fair value 297 004
Non-controlling interests
Goodwill 19 380 360
Purchase consideration transferred 677 364
The consideration consists of
Cash consideration 677 364
Total consideration 677 364
Net decrease/(increase) in cash
Cash consideration 677 364
Cash and cash equivalents received 83 534
Net decrease/(increase) in cash 593 830
70
Sikri Group ASA
Annual Report 2022
Note 3, continued
The goodwill of MNOK 380.4 reflect highly skilled workforce, know-how and
technical expertise. No part of the goodwill is deductible for tax purposes.
Transaction costs of MNOK 16.7 related to the acquisition are recorded as an
expense in 2022.
Fair value of trade receivables acquired is MNOK 75,6.
The Group elected to recognise the non-controlling interests in Ambita at its
proportionate share of the acquired net identifiable assets. This decision is made
on an acquisition-by-acquisition basis.
The acquired business contributed revenues of MNOK 308.4 and operating profit
of MNOK 20.3 to the group for the period from 1 April to 31 December 2022.
If the acquisition had occurred on 1 January 2022, consolidated pro-forma
revenue and operting profit for the period ending 31 December 2022 would
have been MNOK 1 134 and MNOK 26.5 respectively. These amounts have been
calculated using the subsidiary’s consolidated results and adjusting them for
differences in the accounting policies and the additional amortisation that would
have been charged assuming the fair value adjustments to assets had applied
from 1 January 2022.
Business combinations completed in 2021
Ambita AS
On 3 May 2021 the Group acquired 100 % of the shares in Ambita AS with an
agreed purchase price of MNOK 971.0. The amounts recognised at the date of the
acquisition in respect of identifiable assets acquired and liabilities assumed are set
out in the table below. Acquisition costs of MNOK 19.4 were recognised as other
operating expenses in the income statement following the transaction. Ambita
is a technology company delivering solutions digitizing the real estate market.
The company’s services are used by several thousands of users in real estate
transactions and construction projects every day. Ambita’s portfolio of services
includes Infoland, Ambita’s digital registration service, Virdi, Boligmappa and a
solution for digital building applications amongst others. The company is also the
majority shareholder in Prognosesenteret.
Together with Sikri and the other companies in the Group Ambita represent a
strong Nordic innovation centre, uniquely positioned to offer the public sector,
private businesses, and citizens better services. In addition to cost synergies, Sikri
expects there to be further synergy potential from common solutions and services,
cross-selling towards combined customer bases, and growth in the Nordics in the
upcoming years.
At the date of acquisition Ambita controls several entities, some of them less than
100 %. As part of the acquisition the non-controlling interests in these entities are
recognised in the consolidated financial statements of the Group.
Below the fair values recognised on acquisition are presented.
71
Sikri Group ASA
Annual Report 2022
Note 3, continued
NOK 1000 Note Ambita AS
Assets
Identifiable intangible assets 19 431 830
Equipment and fixtures 18 3 945
Right-of-use assets 21 32 905
Cash and cash equivalents 69 356
Trade and other receivable 98 823
Other assets 13 442
Total assets 650 300
Liabilities
Borrowings 26 556
Trade and other payables 140 128
Lease liabilities 21 32 905
Current income taxes payable 6 917
Deferred tax liability 16 73 535
Total liabilities 280 041
Net identifiable assets and liabilities at fair value 370 259
Non-controlling interests -51 796
Goodwill 19 652 568
Purchase consideration transferred 971 031
The consideration consists of
Cash consideration 921 031
Seller's credit 26 50 000
Total consideration 971 031
Net decrease/(increase) in cash
Cash consideration 921 031
Cash and cash equivalents received 69 356
Net decrease/(increase) in cash 851 675
The goodwill of MNOK 652.6 consists of assembled work-force, as well as the value
of combined technologies, services and solutions and new opportunities, through
combined customer bases and geographical foot print.
Fair value of trade receivables acquired is MNOK 75.6.
The Group elected to recognise the non-controlling interests in Ambita at its
proportionate share of the acquired net identifiable assets. This decision is made
on an acquisition-by-acquisition basis.
The acquired business contributed revenues of MNOK 350.9 and profit
before income tax of MNOK 16,6 to the group for the period from 3 May to
31 December 2021.
If the acquisition had occurred on 1 January 2021, consolidated pro-forma revenue
and profit before income tax for the period ending 31 December 2021 would
have been MNOK 775.6 and MNOK 6.9 respectively. These amounts have been
calculated using the subsidiary’s consolidated results and adjusting them for
differences in the accounting policies and the additional amortisation that would
have been charged assuming the fair value adjustments to assets had applied
from 1 January 2021.
72
Sikri Group ASA
Annual Report 2022
Accounting principles
Discontinued operations is a component of the entity that has been disposed
of or is classified as held for sale and that represents a separate major line of
business or geographical area of operations, is part of a single co-ordinated plan to
dispose of such a line of business or area of operations, or is a subsidiary acquired
exclusively with a view to resale. The results of discontinued operations are
presented separately in the statement of profit or loss, and historical numbers.
Note 4 - Discontinued operations
The profit (loss) and cash flow information for the disposed Prognosesenteret
and 4CastGroup presents as follows:
NOK 1000 2022 2021
Revenue 85 821 38 418
Cost of providing services 4 050 2 273
Gross Profit 81 771 36 145
Personnel expenses 37 168 26 384
Other operating expenses 14 158 675
EBITDA 30 445 9 086
Depreciation and amortization expenses 15 135 10 043
Operating Profit 15 310 -957
Financial Income 69 44
Financial expenses -674 -728
Profit before income tax 14 705 -1 641
Income tax expenses 3 201 -895
Profit after income tax of the discontinued operations 11 504 -746
Gain on sale of the subsidiary after income tax 46 630
Profit from discontinued operations 58 134 -746
Net cash flow from operating activities 12 010 10 957
Net cash flow from investing activities* -19 330 -5 014
Net cash flow from financing activities 0 0
Net increase in cash generated by the subsidiary -7 320 5 943
Cash 01.01 38 218 32 275
Cash at sale 30 898 38 218
* The group had a cash inflow of TNOK 39 886 from the sale of Prognosesenteret og 4CastGroup.
Discontinued operations
On 1 November 2022, Sikri Group announced that the company has entered
into an agreement with Construction Analytics AS to divest its ownership in
4CastGroup and Prognosesenteret (Prognosesenteret AS and Prognoscenteret
AB), an independent market analysis company that specialises in the Nordic
construction and property markets. The transaction was completed on
24 November 2022.
The transaction values 4CastGroup and Prognosesenteret at an enterprise value
(EV) of NOK 255 million, implying a cash EBITDA (EBITDAC) multiple of 18.2 using
2021 figures. For Sikri Group, the gross proceeds of the sale are NOK 142 million.
Sikri Group will continue to develop the proptech portfolio (EV) 69,6 and has
through the transaction acquired 4CG’s previous 49 % ownership in the companies
in addition to retaining its previous shareholding in the companies.
The cash effect of the transaction is NOK 108 million, of which NOK 37.5 million is
a two-year seller´s credit. Prognosesenteret has been part of Ambita since it was
acquired on 9 September 2019, at an enterprise value (EV) of approximately NOK
140 million, and a part of Sikri Group since the aqusition of Ambita in 3 May 2021.
73
Sikri Group ASA
Annual Report 2022
Note 4, continued
Details of the sale of the subsidiary:
NOK 1000 2022 2021
Consideration received or receivable
Cash 70 784
Two year seller credit
1
37 500
Gross Profit 108 284
Sellers Credit
2
34 124
Total disposal consideration 142 408
Carrying amount of net assets sold 95 778
Gain on sale 46 630
1) Repaid in 2023.
2) Extraordinary dividend settled through offset against shares.
Accounting principles
An operating segment is a component of an entity that engages in business
activities from which it may earn revenues and incur expenses. Furthermore, the
entity’s component’s operating results are regularly reviewed by the entity’s chief
operating decision maker to make decisions about resources to be allocated to the
segment and to assess its performance, and thus separate financial information
is available. The Company has determined that the Group’s CEO is the chief
operating decision maker.
Note 5 - Segment information
Description
The Group has reorganized its segments and business areas from 1 January 2022,
after completing the integration of Ambita into the Sikri Group. The Group’s
financial reporting has from the same date been changed to reflect the new
operating structure. On 1 April 2022, Sikri Group AS finalized the acquisition of
Metria AB and this Company was added into the group as an own reporting
segment. As a result of the divestment i Prognosesenteret (Prognosesenteret AS
and Prognoscenteret AB) these companies are excluded as an own segment.
The group has divided the business into four reportable segments: Public, Private,
Consumer and Metria. These four reportable segments represent the main
customer groups.
Public: Sale of software and services towards the public sector through Sikri AS.
Private: Sale of services within digital real estate and construction offerings in
Norway, enabling digital transformation and providing digital services through
Ambita AS.
Consumer: Sale of services within documentation and value estimates on
residential properties to professionals within the real estate market through
Boligmappa AS and Virdi AS.
Metria: Offers services and solutions in the Swedish market within geoinformation
and planning & surveying.
The holding company of the Group, Sikri Group ASA is not allocated to any of the
reportable segments but is included in the other/elimination column together with
acquisition related expenses and the Sikri Growth portfolio. The operation profit
from the discontinued operations in the divested companies are also included in
Other/elimination.
Following the on-going integration activities, the way the Group is organised can
change and this can have consequences for the reportable segments in the future.
Major products and services are included as disagregated revenue information in
note 6.
74
Sikri Group ASA
Annual Report 2022
Note 5, continued
1 January - 31 December 2022
NOK 1000 Public Private Consumer Metria Other/elimination Group
Revenue 240 470 432 603 38 389 308 374 11 677 1 031 512
Inter-segment revenue 910 6 705 798 0 -8 413 0
Cost of providing services 33 658 263 756 731 96 843 2 541 397 528
Gross profit 207 723 175 552 38 456 211 531 723 633 984
Personnel expenses 108 554 73 677 15 226 124 616 23 216 345 289
Other operating expenses 33 055 35 529 22 871 38 646 22 297 152 399
EBITDA 66 113 66 345 359 48 269 -44 790 136 296
Depreciation and amortisation expenses 37 083 34 497 14 764 27 926 2 160 116 430
Impairment losses 2 533 2 533
Operating profit 29 030 31 849 -16 939 20 343 -46 950 17 333
Operating profit from discontinued operations 15 310 15 310
Net operation profit 29 030 31 849 -16 939 20 343 -31 640 32 643
1 January - 31 December 2021
NOK 1000 Public Private Consumer Metria Other/elimination Group
Revenue 230 792 281 074 21 046 10 330 543 242
Inter-segment revenue 0 0 0 0 0
Cost of providing services 33 164 163 734 555 1 261 198 714
Gross profit 197 628 117 340 20 491 0 9 069 344 528
Personnel expenses 107 827 50 705 8 410 14 039 180 981
Other operating expenses 32 364 20 027 11 029 22 821 86 241
EBITDA 57 437 46 608 1 052 0 -27 791 77 306
Depreciation and amortisation expenses 32 945 22 995 7 700 1 207 64 847
Operating profit 24 492 23 613 -6 648 0 -28 998 12 459
Operating profit from discontinued operations -957 -957
Net operation profit 24 492 23 613 -6 648 0 -29 955 11 502
75
Sikri Group ASA
Annual Report 2022
Note 5, continued
Segment assets and liabilities
31 December 2022
NOK 1000 Public Private Consumer Metria Other/elimination Group
Segment assets 336 044 896 906 166 410 887 177 -75 951 2 210 586
Segment liabilties 195 526 163 713 28 877 186 734 599 069 1 173 921
31 December 2021
NOK 1000 Public Private Consumer Metria Other/elimination Group
Segment assets 347 165 889 105 168 479 195 489 1 600 238
Segment liabilties 187 620 154 892 25 174 475 683 843 369
Significant customers and non-current assets
No individual customers account for more than 10 % of the Group’s revenue.
Revenues by geographical areas
Around 65% of the revenue in the group comes from Norway. Sweden is the second largest revenue area with more than 30 %.
76
Sikri Group ASA
Annual Report 2022
Note 6 - Revenues
Accounting principles
The sources of revenue from contracts with customers are mainly:
Subscriptions Software-as-a-Service (SaaS) arrangements, user support,
software maintenance and data-driven subscriptions.
Data-driven queries A menu-based service offering a predefined set of reports
or data tailored with specific information for customers to
choose from at a fixed price per query.
Consulting services Installation, implementation, integration, configuration,
training, and other consulting services.
On-premises licences Software licenses transferred/installed on customers
computers or data centres owned/contracted by
the customer.
Revenue from customer contracts is recognised when the performance obligation
in the contract has been performed, either at a ”point in time” or ”over time”. A
performance obligation is satisfied when control of the promised product or service
is transferred to the customer at an amount that reflects the consideration to
which the Group expects to be entitled in exchange for those products or services.
The Group has identified several types of contracts as listed above. Timing of
revenue recognition under each contract or type of contract is determined by the
timing of the transfer of promised products and services to the customer. The
amount of revenue recognised reflects the amount of consideration to which the
Group is entitled for each performance obligation.
The Group considers whether there are other promises in the contracts that are
separate performance obligations to which a portion of the transaction price
needs to be allocated. In determining the transaction price for sale of software
and cloud licenses with value-added services, the Group considers the effect of
variable considerations, the existence of significant financing components and
consideration payable to the customer (if any).
Description of contracts with customers
Subscriptions
Subscriptions include Software-as-a-Service (SaaS) arrangements (in which
software maintenance is integrated) and user support related to both SaaS
arrangements and on-premises software licences. Subscriptions also include
software maintenance related to on-premises software licences and data-driven
subscriptions.
Software-as-a-Service (SaaS)
A SaaS subscription is accounted for as a service and does not include the transfer
of a license of intellectual property (IP). The company is providing a series of
distinct services that represent a single performance obligation satisfied over time
as the customer simultaneously receives and consumes the benefits provided. The
appropriate measure of progress is day by day over the period in which the service
is available.
User support
The promise to the customer is to provide support when it is needed. The delivery
of the service is based on requests from the customer. These requests can come
un-evenly distributed over time or not at all. The performance obligation is
satisfied over time because the customer simultaneously receives and consumes
the benefits of the company’s performance which is making the support service
available over the period of the contract. The appropriate measure of progress is
day by day over the period in which the customer has a right to receive support
services.
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Note 6, continued
Software maintenance
The Group provides software maintenance related to on-premises software
licences. As long as the software maintenance is unspecified, and for instance
only give the customer a right to software maintenance when and if updates
are available, the performance obligation is satisfied over time. The appropriate
measure of progress is day by day over the period in which the customer has a
right to receive the maintenance.
Data-driven subscriptions
The group provides a predefined set of reports and data tailored with specific
information in response to the individual customer’s needs. The data-driven
subscriptions are accounted for as a service and is a promise to deliver end product
based on requests from the customer.
The delivery of the service is based on requests from the customer, unevenly
distributed in time and in volume over the period in which the customer has a right
to receive the predefined reports and data. The performance obligation is satisfied
over time because the customer simultaneously receives and consumes the
benefits of the company’s performance which is ensuring the services availability
over the period of the contract. The appropriate measure of progress is day by day
over the period in which the customer has a right to receive the predefined set of
report or data.
Data-driven queries
The Group provides a menu-based service offering a predefined set of reports and
data for customers to choose at a fixed price per query. The data-driven queries
are accounted for as a service and is a promise to deliver an end product. The
performance obligation is satisfied at the point in time when the report or data is
delivered.
Consulting services
The Group provides consulting services including installation, implementation,
integration, configuration, training and other consulting services. The consulting
services can either be a promise to deliver each and every hour (time and material
type of contracts) or an end result or product.
For the first type of consulting services the performance obligation is satisfied at
a point in time, when each hour is delivered. This can be considered to be a series
of distinct services that represents a single performance obligation satisfied over
time, but the solution for revenue recognition would be the same since accrued
hours would be the appropriate measure of progress.
For the other type of consulting services, it is also concluded that the performance
obligation is satisfied over time as there is no alternative use for the work
performed and the entity has an enforceable right to payment.
On-premises software licenses
The on-premises software licence is made available to the customer to be installed
on the customers computers/data centres or in a data centre which the customer
has contracted. When the software is installed, or the customer has received
the necessary information to download and install the software, the Group is no
longer obliged to perform anything, and the software will remain functional for the
term of the contract. The customer can use and benefit from the software as it is
transferred, and the customer’s use or benefit is not significantly conditioned upon
the activities of the entity. The performance obligation is satisfied at a point in
time when the customer obtains control of the software to be installed.
Transaction price - financing components
There is no significant financing components to be considered when determining
the transaction price.
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Note 6, continued
Invoicing and payment terms
Invoices are issued periodically, for some yearly subscriptions on a yearly basis, for
most other services on a monthly basis. Invoices are generally payable within 30
days.
Principal/agent - third party licenses
The Group may act as a principal or an agent in its contracts that include third-
party software licenses. This depends particularly on the primary responsibility for
fulfilling the promise to provide the products or services and the entity’s discretion
in establishing the price, both of which are relevant considerations under the
guidance. When acting as principal, the Group assumes responsibility for the
licenses delivered and the support provided to the customer in connection with
the sale and/or the subsequent license period. In addition, under such contracts,
the Group assesses that other factors such as the ability to set prices support the
conclusion that the Group is acting as principal. The Group acts as principal under
most of its contracts to resell licenses.
Contract costs
The Group recognises the incremental costs of obtaining a contract with a
customer as an asset to the extent that the Group expects to recover those costs.
The incremental costs of obtaining a contract are those costs that an entity
incurs to obtain a contract with a customer that it would not have incurred if the
contract had not been obtained. Contract costs are included in trade and other
receivables in the statement of financial position. Contract costs are amortised
on a systematic basis that is consistent with the Group’s transfer of the related
services to the customer.
The Group has applied the practical expedient and recognises contract costs,
such as commissions, as an expense when incurred if the amortisation period
of the asset that the entity otherwise would have recognised is one year or less.
No contract costs are recognised in the statement of financial position as of 31
December 2022 and 31 December 2022.
Presentation
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for products or services
transferred to the customer. If the Group performs by transferring products
or services to a customer before the customer pays consideration or before
payment is due, a contract asset is recognised for the earned consideration that is
conditional.
Trade receivables
A receivable represents the Group’s right to an amount of consideration that is
unconditional.
Contract liabilities
A contract liability is the obligation to transfer products or services to a customer
for which the Group has received consideration (or an amount of consideration
is due) from the customer. If a customer pays consideration before the Group
transfers products or services to the customer, a contract liability is recognised
when the payment is made. Contract liabilities are recognised as revenue when
the Group fulfils the performance obligation(s) under the contract.
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Note 6, continued
Disaggregated revenue information 2022
Revenue by major products and services
NOK 1000 Share % Public Private Consumer Metria Other/elimination Group
Subscriptions 33 % 167 825 51 455 38 389 78 322 335 991
Data-driven queries 46 % 371 786 86 878 11 677 470 341
Consulting services 20 % 65 536 3 149 142 380 211 065
On-premises software licenses 1 % 6 899 0 0 6 899
Other revenues 1 % 210 6 213 794 7 217
Total revenues 100 % 240 470 432 603 38 389 308 374 11 677 1 031 512
Disaggregated revenue information 2021
Revenue by major products and services
NOK 1000 Share % Public Private Consumer Metria Other/elimination Group
Subscriptions 19 % 145 654 26 769 21 046 193 469
Data-driven queries 25 % 248 052 10 330 258 382
Consulting services 7 % 70 710 4 741 75 451
On-premises software licenses 1 % 8 299 8 299
Other revenues 1 % 6 129 1 512 7 641
Total revenues 53 % 230 792 281 074 21 046 0 10 330 543 242
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Note 6, continued Note 7 - Cost of providing services
Contract balances
Changes in contract assets
NOK 1000 2022 2021
Balance at 1 January 0 680
Business combinations 17 346 0
Reclassifications to accounts receivables -680
Additions in the period -8 442 0
Impairment losses and allowances recognised 0
Balance at 31 December 8 904 0
Changes in contract liabilities related to performance obligations
NOK 1000 2022 2021
Balance at 1 January 39 085 15 735
Business combinations 13 044 27 839
Divestment -2 870
Revenue recognised in the period that was included
in the contract liability at the beginning of the year
and acquired in business combinations
-49 259 -43 574
Additions in the period 38 092 39 085
Balance at 31 December 38 092 39 085
The performance obligations that constitute the contract liability at 31 December
2022 are in its entirety expected to be performed within one year.
Description
Cost of providing services is a group of variable costs directly connected with
delivering a service, and are recognized when the corresponding service is delivered
to the customer. Cost of providing services mainly consists of third-party software
licenses, external platform costs (mainly ASP costs) and external consultants hired
on customer projects. Other cost of services provided are mainly fees to third
parties, as part of deliveries to customers (non-license costs).
Specification of cost of providing services
NOK 1000 2022 2021
Third-party software licenses 9 574 5 083
External IT platforms (ASP, etc.) 16 565 10 663
Services/goods from Data suppliers 326 731 157 850
Goods for resale 217 4 678
External consultants 24 170 6 475
Other cost of services provided 20 271 13 964
Total cost of services provided 397 528 198 714
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Number of employees during the year (full-time equivalents) was 447 (261 in 2021).
At the end of the year the Group consisted of 490 employees (270 in 2021).
Specification of salary and personnel costs
NOK 1000 Note 2022 2021
Salaries 232 069 128 315
Bonuses 9 446 7 000
Pension costs 23 698 12 133
Share-based payment 10 8 396 3 975
Payroll tax 60 403 24 215
Other benefits 11 276 5 344
Salary and personnel costs 345 289 180 981
Capitalised personnel costs related to research and development in 2022 was
MNOK 41.9 (2021 MNOK 17.2).
Pension cost
The Group is required to have an occupational pension scheme for all employees
in accordance with the Norwegian law on required occupational pension
(”lov om obligatorisk tjenestepensjon”). The Group’s pension scheme meets
the requirements of that law. The pension schemes in the Group are defined
contribution schemes and the total cost of these schemes was MNOK 23.7 in
2022 (MNOK 12.1 in 2021).
Note 8 - Personnel expenses and number of employees Note 9 - Compensation and benefits to the management
Main principles for the stipulation of remuneration to Senior Executives
The guidelines for remuneration to the Senior Executives can be found on Sikri
Group ASA’s web-pages, at https://sikrigroup.com/corporate-governance.
The remuneration to the Senior Executives shall be determined on the basis of the
following main principles:
• The executive management shall be offered competitive salary and other
benefits in line with similar positions in comparable companies.
• The compensation arrangements should be easy to manage and understand,
long-term and possess flexibility.
• The total compensation arrangement should be linked to the Company’s
earnings and performance, and to the individual elements of the personal
terms.
The total remuneration package for Senior Executives may consist of a fixed base
salary, pension and insurance coverage, variable salary and other benefits. The
variable salaries shall be suitable to motivate, retain and reward individuals, and
shall be based on responsibilities, expertise and performance.
Base salary
The executive mangament are offered a fixed base salary at a level considered
competitive and comparable to similar positions and companies. The level of fixed
salary is reviewed regularly, usually annually. The fixed base salary are constitute
the main component of the executive management compensation.
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Pension and insurance
The executive management are included in the Company’s standard pension and
insurance schemes on the same terms and conditions as other employees.
Other benefits
The executive management may be offered other benefits that are common for
comparable positions, such as telephone service, home PC, free broadband service
and newspapers. There are no special restrictions on the type of other benefits
that can be agreed on.
Variable remuneration
In order to implement the Group’s business strategy, long-term interests and
financial sustainability, the exectutive management have receive the following
variable remuneration:
1. Bonus arrangements (short-term incentive)
The exectutive management are offered performance-based bonus arrangements
which is based on the Company’s financial and operational results as well as
personal goals. The criteria for the performance-based bonus are determined by
the board of directors and is linked to measurable factors.
Whether the criteria for bonus payment for exectutive mangement have been
fulfilled, is determined by the board of directors. This is done during the first quarter
of the subsequent year on the basis of the pre-determined criteria. To determine if
the goals have been met, a quantitative assessment is made of the quantitative
goals, while individual assessments are made for the qualitative goals. The
Company may not require repayment of variable remuneration, except in the event
of obvious errors in the calculation or the payment process.
Note 9, continued
The CEO and CFO of the Company have performance-based variable
remunerations in addition to their basic salary, which constitutes 3 months’ salary.
The amount of bonus is determined upon meeting certain pre-defined financial
targets for the Company set by the board of directors. The criteria for this bonus is
a combination of quantitative and qualitative targets determined by the board of
directors.
The remaining executive management have separate bonus agreements. The
bonus is calculated on the basis of achievement of budgeted Group income and
EBITDA, and other quantitative and qualitative criteria that are determined on an
annual basis. The annual bonus is capped at the equivalent of 2 or 3 months’ salary.
2. Share-based compensation (long-term incentive)
In order to align the interest of the Company’s key personnel by those of the
Company, rights to shares in the Company (options) are granted as a part of the
total remuneration package for Senior Executives and other key personnel. The
different option programs are described in note 10.
Employe share-purchase program (ESPP)
The Company has established share purchase programs for the Group’s employees
and board members. The executive management have also been given the
opportunity to participate, on the same terms and conditions as the other
employees of the Group. The different ESPP programs are described in note 9.
Conditions for dismissal and severance schemes
The CEO has an agreement with a 12 months’ notice period in case of termination,
during which the CEO receives full compensation.
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Remuneration
The Board of Directors
NOK 1000 2022 2021
Rolf Erik Ryssdal, Chairman of the board *
Jens Rugseth, Board member * 200 400
Martine Drageset, Board member
Sigrun Syverud, Board member
Preben Rasch-Olsen, Board member 200 200
Torstein Harildstad, Chairman of the board * 400 0
Rune Syversen, Board member ** 200 200
Christian Krag Breddam, Board member ** 200 200
Fredrik Cappelen, Board member ** 200 200
Torbjørn G. Krøvel, Board member ** 200 200
Total Board of Directors 1 600 1 400
* Jens Rugseth was Chairman of the board until 18 June 2021. Torstein Harildstad was Chairman of the board until 24. November 2022. ** Board members until 31. May 2022.
Management
NOK 1000
Salary and other
short-term benefits
Bonus for the year**
Pension contributions
and other benefits
Share-based
payment expenses
Total
Nicolay Moulin, Chief executive officer 1 865 580 84 575 3 104
Camilla Aardal, Chief financial officer 1 763 768 83 615 3 229
Eirik Pedersen, Chief sales officer 1 728 125 83 610 2 546
Anny Bratterud, Chief human resources officer* 833 74 43 415 1 365
Anne Mette Havaas, Chief Marketing officer 1 132 135 63 508 1 838
Total remuneration 7 321 1 682 356 2 723 12 082
* New role on Group level, from 1 June, 2022.
** Bonus defined as yearly mgmt bonus/variable remuneration earned in the year, in addition to project bonuses/special bonuses paid in the year.
No loans or guarantees have been given to the CEO or the Chairman/members of the Board.
Note 9, continued
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Number of shares directly or indirectly held by the management
31.12.22* 31.12.21
Rolf Erik Ryssdal Chairman of the board 1 767 467 6 873
Jens Rugseth Board Member 44 514 628 6 401 401
Preben Rasch-Olsen Board Member 16 179 619 2 186 395
Martine Drageset Board Member 7 025
Sigrun Syverud Board Member 17 055
Nicolay Moulin CEO 1 249 985 245 000
Camilla Aardal CFO 145 780 25 409
Eirik Pedersen CSO 1 250 640 250 128
Anny Bratterud CHRO 7 730
Anne Mette Havaas CMO 82 810 16 562
Total number of shares directly or indirectly held by the management 65 222 739 9 131 768
* Reflects the 1:5 share split resolved at the annual general meeting 31 May 2022; ** Rolf Erik Ryssdal was elected Chairman of the board at the extraordinary general meeting 24 November, 2022.
Note 9, continued
Number of share options directly or indirectly held by the management
Year ended 31 December 2022
NOK 1000
Opening
balance
Options
adjusted
*
Options
expired
Closing ba-
lance
Nicolay Moulin,
Chief executive officer
47 294 189 176 236 470
Camilla Aardal,
Chief financial officer
45 051 180 204 225 255
Eirik Pedersen,
Chief sales officer
46 524 186 096 232 620
Anny Bratterud,
Chief human resources officer
20 998 83 992 104 990
Anne Mette Havaas,
Chief Marketing officer
40 633 162 532 203 165
* Reflects the 1:5 share split resolved at the annual general meeting 31 May 2022.
Year ended 31 December 2021
NOK 1000
Opening
balance
Options
granted
Options
expired
Closing ba-
lance
Nicolay Moulin,
Chief executive officer
32 565 14 729 47 294
Camilla Aardal,
Chief financial officer
25 904 19 147 45 051
Eirik Pedersen,
Chief sales officer
25 904 20 620 46 524
Anny Bratterud,
Chief human resources officer
*
0 20 998 20 998
Anne Mette Havaas,
Chief Marketing officer
25 904 14 729 40 633
* Reflects the 1:5 share split resolved at the annual general meeting 31 May 2022.
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Accounting principles
The Group has a share option program for its key employees and an employee
share purchase program involving bonus shares that are accounted for as equity
settled. The future potential shares, both in the form of options and bonus shares,
are valued at fair value at the grant date and recognised as an employee benefit
expense during the vesting period with a corresponding entry in equity.
The expense determined at the grant date is based on the Group’s estimate
of the number of shares that will ultimately vest. The estimate is reviewed at
each reporting date and the potential impact of any adjustments to the initial
estimates is recognised in profit or loss and a corresponding adjustment is made
to equity.
Fair value of the potential shares (options and bonus shares)
The fair value of the options and the right to bonus shares is determined when
they are allotted and expensed over the vesting period. The vesting period is
when the employees’ service conditions are met, and the employee has the right
to exercise the option. The fair value at the grant date is determined using the
Black-Scholes-Merton option pricing model, which takes into account the exercise
price, the expected lifetime of the option, the current price of the underlying
shares, the expected volatility of the share price, any dividends expected on the
shares and the risk-free interest rate for the life of the option. The expected share
price volatility is based on historical volatility for a selection of comparable listed
companies. The risk-free rate is based on published government zero-coupon yields
published by the Central Bank of Norway.
Description
Share option program
The Group has implemented a share option program for management and key
employees. The program originally comprised 444,117 share options (pre-split in
2022) of which the board of directors of the Company (the ”Board”) can grant
148,039 share options annually over a three-year period starting in 2020. Each
share option will give the option holder the right to subscribe and be allocated one
share in the Company at the exercise price. The exercise price for the share options
will be set by the Board and be based on the market value of the Company’s
shares and is subject to an 10 % annual increase. Grant and allocation of share
options are at the discretion of the Board. Each grant of share options will vest
with 1/3 each 1 January over a three-year period and can thereafter be exercised
during a period ending 31 December in the second year after the last 1/3 of the
options are vested. Share options that are not exercised within the exercise period
will lapse and be of no value to the option holder. Exercise of vested share options
can only take place during certain exercise windows, each window being the 14-
days period after the Company has published its quarterly financial information.
Exercise of share options are subject to the option holder being employed with the
Group at the time of exercise. The Company has the right, in its sole discretion, to
settle any share options by transfer of existing shares, new shares or a mix of the
two. Further, the Company has the right to settle any vested share option in cash
in the event of certain circumstances, such as in the event of a take-over.
Options granted in 2022
In 2021, the company established a share option program for the chairman of
the Board, with similar terms as offered under the option program established in
December 2020 and on 20 May 2022 the Board resolved to grant 25,409 share
options to the company’s chairman. The exercise price for this grant is set at
NOK 86, corresponding to the market price of the Company’s shares at the time
the chairman accepted the role, and is subject to a 10% increase annually, first
Note 10 - Share-based payment
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time 1 May 2023. The share options under this grant will vest with 1/3 on 1 May
2023, 1/3 on 1 May 2024 and 1/3 on 1 May 2025. Any vested share options under
this grant must be exercised no later than on 30 April 2027. When the company
changed the company structure to a Public Limited liability company, this option
program was cancelled. No new grants were, or will be, given under the grant.
Furthermore, as the previous chairman of the Board, Torstein Harildstad, was
replaced by EGM in November 2022, the final vesting in 2024 and 2025 will not
take place.
Weighted average fair value of the options granted in 2022 at the measurement
date is NOK 4.92. The fair value calculation is based on a weighted average
risk-free rate of 2.5 %. The stock price used for the calculation is NOK 17.20. No
dividends are expected to be paid in the period., and the volatility used for the
calculation is 43.9%.
Options granted in 2021
In 2021, the company established a share option program for the chairman of
the Board, with similar terms as offered under the option program established
in December 2020 and on 3 June 2021 the Board resolved to grant 25,409 share
options to the company’s new chairman. The exercise price for this grant is set at
NOK 86, corresponding to the market price of the Company’s shares at the time
the chairman accepted the role, and is subject to a 10% increase annually, first
time 1 May 2022. The share options under this grant will vest with 1/3 on 1 May
2022, 1/3 on 1 May 2023 and 1/3 on 1 May 2024. Any vested share options under
this grant must be exercised no later than on 30 April 2026. When the company
changed the company structure to a Public Limited liability company, this option
program was cancelled. No new grants were, or will be, given under the grant.
Furthermore, as the previous chairman of the Board, Torstein Harildstad, was
replaced by EGM in November 2022, the final vesting in 2024 will not take place.
On 29 December 2021, the Board resolved to grant 148,039 share options (the
”2021 Grant”) under the share option program. The exercise price for this grant is
set at NOK 108, being equal to the market price of the Company’s shares on 28
December 2021, and is subject to a 10 % increase annually, first time 1 January
2023. The share options under the 2021 Grant will vest with 1/3 on 1 January 2023,
1/3 on 1 January 2024 and 1/3 on 1 January 2025. Any vested share options under
the 2020 Grant must be exercised no later than on 31 December 2026.
Further, following the acquisition of Ambita, the Board decided to grant an
additional 104,990 options to key employees in the Ambita Group (the “Ambita
Grant”), under the same terms as the 2020 Option program. These options are in
addition to the options that may be awarded under the 2020 option program.
Weighted average fair value of the options granted in 2021 at the measurement
date is NOK 35,62. The fair value calculation is based on a weighted average risk-
free rate of 1,40 %. The weighted average stock price used for the calculation is
NOK 111,73. No dividends are expected to be paid in the period., and the volatility
used for the calculation is 48,2 %.
Options granted in 2020
On 30 December 2020, the Board resolved to grant 148,039 share options (the
”2020 Grant”) under the share option program. The exercise price for this grant
is set at NOK 89, being equal to the market price of the Company’s shares on 21
December 2020, and is subject to a 10 % increase annually, first time 1 January
2022. The share options under the 2020 Grant will vest with 1/3 on 1 January 2022,
1/3 on 1 January 2023 and 1/3 on 1 January 2024. Any vested share options under
the 2020 Grant must be exercised no later than on 31 December 2025.
Weighted average fair value of the options in the 2020 Grant at the measurement
date is NOK 26,83. The fair value calculation is based on a treasury bond rate of
0,24 %. The stock price on 30 December 2020 used in the calculation was NOK
95. No dividends are expected to be paid in the period. The calculation of volatility
is based on all observations from the listing of the company 15 July 2020 until 30
December 2020. The annualized standard deviation is 56,7 %.
Note 10, continued
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Number of
share options
Weighted average
exercise price
Outstanding at 1 January 2022 426 971 114.62
Granted during the year 25 409 94.89
Adjusted during the year* 1 809 520 22.70
Forfeited during the year -213 395 20.45
Outstanding at 31 December 2022 2 048 505 22.94
Exercisable at 31 December 2022 0 0.00
* Reflects the 1:5 share split resolved at the annual general meeting 31 May 2022.
The options outstanding at 31 December 2022 had an exercise price in the range
of NOK 19.58 to NOK 26.14 and a weighted average contractual life of 4.6 years.
Number of
share options
Weighted average
exercise price
Outstanding at 1 January 2021 148 039 108.02
Forfeited during the year 0 0.00
Exercised during the year 0 0.00
Granted during the year 278 932 118.13
Outstanding at 31 December 2021 426 971 114.62
Exercisable at 31 December 2021 0 0.00
The options outstanding at 31 December 2021 had an exercise price in the range of
NOK 97.90 to NOK 130.68 and a weighted average contractual life of 4.6 years.
Employee share purchase program
The Group has established a share purchase programme (”ESPP”) for the
employees approved by the Board on 14 May 2020. Under the ESPP employees
and board members have been invited to purchase shares in the Company. There
have been 3 different ESPP programs with the same terms (2020 ESPP, 2021 ESPP
and 2022 ESPP).
Subject to the employee not selling its shares under the ESPP and continued
employment in the Group for a three-year period, the employee will be entitled
to receive 5 bonus share per 15 shares purchased in the ESPP (1 bonus share per 3
shares pre split). The employees must pay the nominal value of each bonus share
upon delivery. The nominal value of one share is currently NOK 0.02.
The members of the Board of Directors participate in the ESPP on the same terms
and conditions as the employees, except that entitlement to bonus shares is only
subject to the board members not selling the shares acquired under the ESPP for
the three-year period.
Under the ESPP, the company has the right to settle the bonus shares in cash.
Potential bonus shares
Number of bonus
shares granted
Grant date
Vesting
date
Expiry date
2020 grant *) 375 910 14.05.2020 07.01.2023 07.01.2023
2021 grant *) 175 110 03.12.2021 03.12.2024 03.12.2024
2022 grant *) 156 980 27.05.2022 27.05.2025 27.05.2025
* Reflects the 1:5 share split resolved at the annual general meeting 31 May 2022.
Note 10, continued
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The fair value of the bonus share is calculated as the difference between the
estimated marked price of the share at grant date (2022: NOK 18.7 2021: NOK
23.3. 2020: NOK 7.8) and the strike price (NOK 0.02). It is assumed that 95 per
cent of the employees (2020: 90 per cent) are still employed and receive the
shares following the vesting of the service period.
Number of
share options
Weighted average
exercise price
Outstanding at 1 January 2021 75 182 0.1
Adjusted during the year -4 658 0.1
Terminated during the year -1 794 0.1
Granted during the year 35 022 0.1
Outstanding at 31 December 2021 103 752 0.1
Outstanding at 1 January 2022* 103 752 0.1
Adjusted during the year 415 008 0.02
Terminated during the year -17 234 0.02
Granted during the year 156 980 0.02
Outstanding at 31 December 2022 658 506 0.02
* Previous to the 1:5 share split resolved at the annual general meeting 31 May 2022.
Specification of other operating expenses
NOK 1000 Note 2022 2021
General IT, licenses and hosting 46 366 19 167
Advisors and consultants 48 476 31 850
Acquisition costs 3 16 704 19 251
Facilities and office costs 7 976 7 810
Sales and marketing 12 914 4 490
Travel expenses 9 305 1 312
General administration 4 885 1 715
Loss in receivables 23 1 705 213
Other operating expenses 4 068 434
Total other operating expenses 152 399 86 241
No significant research and development expenditures are expensed during the period.
Note 10, continued Note 11 - Other operating expenses
Specification of the auditor’s fees
NOK 1000 2022 2021
Statutory audit 2 505 1 173
Other assurance services 778 329
Other non-assurance services 0 0
Tax consultant services 0 0
Total auditor's fees 3 283 1 502
VAT is not included in the fees specified above.
89
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Annual Report 2022
Accounting principles
Government grants are recognised when it is reasonably certain that the Group
will meet the conditions stipulated for the grants and that the grants will be
received. Operating grants are recognised systematically during the grant period.
Grants are deducted from the cost which the grant is meant to cover. Investment
grants are capitalised and recognised systematically over the asset’s useful life.
Investment grants are recognised either as deferred income or as a deduction of
the asset’s carrying amount.
Accounting principles
Equipment and fixtures
Depreciations are calculated on a straight-line basis over the assets’ expected
useful life and adjusted for any impairment charges. Expected useful lives are
reviewed annually. If this differs significantly from previous estimates, depreciation
plans are changed accordingly.
Leases
The Group applies the depreciation requirements in IAS 16 Property, Plant and
Equipment in depreciating the right-of-use asset, except that the right-of-use
asset is depreciated from the commencement date to the earlier of the lease term
and the remaining useful life of the right-of-use asset.
Intangibles
Assets acquired as a part of a business combination are recognised at their fair
value at the date of acquisition and are subsequently amortised on a straight-
line basis over their estimated useful lives. Capitalised development costs are
amortised on a straight-line basis over the estimated useful life of the asset.
Note 12 - Government Grants Note 13 - Depreciation and amortisation
Specification of government grants
NOK 1000 2022 2021
SkatteFUNN* 7 476 5 658
Innovasjon Norge 1 190 0
Norsk Forskningsråd 3 857 0
Oslo Kommune** 360 78
Total government grants 12 883 5 736
* The SkatteFUNN is a government program designed to stimulate research and development in Nor-
wegian trade and industry. The incentive is a tax credit and comes in the form of a possible deduction
from a company’s payable corporate tax.
** Salary compensation from Oslo Kommune - ”Company-internal training”.
Critical judgements and significant estimates
The useful life of a software development project is difficult to estimate and
monitor. The estimated useful life for such development projects is 5-10 years.
For customer contracts/customer relations, an amortisation period of 10 years is
applied. The observable churn rate is low.
90
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Depreciation and amortization expenses
NOK 1000 Note 2022 2021
Equipment and fixtures 18 8 474 2 260
Right-of-use assets 21 22 800 6 650
Intangible assets 19 85 157 55 937
Total depreciation and amortisation expenses 116 430 64 847
Specification of amortisation expenses (intangible assets)
Amortisation charge
NOK 1000 2022 2021
Capitalised development
Amortisation on internally developed 39 261 23 617
Amortisation on acquired in business combinations 13 681 10 518
Total capitalised development 52 942 34 135
Cutomer contracts/relations
Amortisation on internally developed 377 377
Amortisation on acquired in business combinations 31 329 20 916
Total customer contracts/relations 31 705 21 293
Trademarks
Amortisation on internally developed 0 0
Amortisation on acquired in business combinations 509 510
Total trademarks 509 510
Total amortisation expenses 85 157 55 937
Accounting principles
Goodwill and intangible assets that have an indefinite useful life are not subject to
amortisation and are tested annually for impairment, or more frequently if events
or changes in circumstances indicate that they might be impaired. Intangible
assets in progress are also tested annually for impairment, or more frequently if
events or changes in circumstances indicate that they might be impaired. Other
assets are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss
is recognised if the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other assets or groups of assets
(cash-generating units). Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at the end of each
reporting period.
Note 14 - Impairment testsNote 13, continued
Critcal judgements and significant estimates
The Group is required to assess conditions that could cause an asset or a cash-
generating unit to become impaired. The recoverable amount of the cash-
generating units was determined based on value-in-use calculations which
requires management estimates on highly uncertain matters, such as sales,
macroeconomic outlook and the impact on markets and prices, development
in demand, inflation, operating expenses, and legal regulation. The Group uses
internal business plans and the best estimate of long-term development in the
markets where it operates, discount rates and other relevant information.
A forecast is developed for a period of five years with projections thereafter.
91
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Annual Report 2022
Impairment tests for goodwill, intangible assets that have an indefinite useful
life and intangible assets in progress
Goodwill, intangible assets that have an indefinite useful life and intangible
assets in progess were tested for impairment at the end of 2022. No impairment
losses were recognised, as the determined recoverable amounts exceeded the
carrying values.
Goodwill
Recognised goodwill in the Group amounts to MNOK 1041.8 as of 31 December
2022. Goodwill is derived from the acquisitions described in note 3. For the purpose
of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to cash-generating units or groups of cash-generating
units as follows:
NOK 1000 31.12.2022 31.12.2021
Sikri CGU's 59 818 59 818
Ambita CGU 515 820 515 820
4CastGroup CGU *) 56 624
Proptech CGU *) 5 662
Boligmappa CGU 80 124 80 124
Metria CGU 384 468
Total goodwill 1 045 892 712 386
* 4CastGroup divested in 2022, Proptech is the remaining companies after the divestment.
Intangible assets that have an indenfinite useful life
Intangible assets that have an indefinite useful life comprise the trademarks
acquired as part of the Ambita acquisition (refer to note 3). The carrying values of
the trademarks and their respective cash-generating units are summarised in the
table below.
NOK 1000 31.12.2022 31.12.2021
Sikri CGU
Ambita CGU 118 196 118 196
4CastGroup CGU *) 29 515
Proptech CGU *)
Boligmappa CGU 16 222 16 222
Metria CGU
Total goodwill 134 418 163 933
* 4CastGroup divested in 2022, Proptech is the remaining companies after the divestment.
Note 14, continued
92
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Annual Report 2022
Key assumptions in value in use calculations and sensitivity to changes
in assumptions
The value in use calculations are based on forecasts for the period from 2023 to
2027 and cash flow projections thereafter. The following significant assumptions
are used for the value in use calculations. In the view of the management, no
reasonable change in the assumptions would lead to the recognition of an impair-
ment loss. The sensitivity analysis is commented on under each assumption below.
Cash-generating
units
Revenue
growth
EBITDA-
margin
Capital
expenditure
Long-term
growth rate
Pre-tax
discount
rate
Sikri 11.3 % 30.2 % 8.8 % 2.0 % 13.5 %
Ambita 5.0 % 18.2 % 2.5 % 2.0 % 13.0 %
Boligmappa 28.2 % 21.4 % 31.2 % 2.0 % 19.0 %
Metria 7.3 % 18.1 % 2.5 % 2.0 % 12.1 %
Revenue growth rate
Average rates of growth in operating revenue and gross profit are based on
management’s expectations of growth within the cash-generating units. A
decrease of the growth assumption of 5 percent units for Sikri, Boligmappa/Virdi
and Metria would lead to a significant change in the value in use, but it would still
be significantly higher than the carrying values and no impairment loss would be
recognised. For Ambita the value in use will exceed the carrying value to the point
of a 1.9 percent units decrease of the growth assumption.
EBITDA-margin
EBITDA margins are based on the volume/margins achieved historically, adjusted
for expected future developments in market conditions. A reduction in the
EBITDA margin of 5 percent units for Sikri and Boligmappa/Virdi would lead to a
significant change in the value in use, but it would still be significantly higher than
the carrying values and no impairment loss would be recognised. For Ambita and
Metria the value in use will exceed the carrying value to the point of respectively a
1.2 percent units decrease and a 4,9 percent units decrease of the EBITDA margin.
Capital expenditure
The level of internal development activities is expected to be high in the coming
years and capital expenditure is expected to increase in line with the growth in
revenue. An increase of 5 percent units for Sikri and Boligmappa/Virdi, and an
increase of respectively 1.2 percent units and 4.9 percent units for Ambita and
Metria will have the same impact on the value in use calculation as the change in
EBITDA margin as explained above.
Long-term growth rate
This is the average growth rate used to extrapolate cash flows beyond the budget
period and is based on management expectations. A reduction in the long-term
growth rate by 2 percent units for Sikri, Boligmappa/Virdi and Metria would lead
to a significant change in the value in use, but it would still be significantly higher
than the carrying values and no impairment loss would be recognised. For Ambita
the value in use will exceed the carrying value to the point of a 1.3 percent units
reduction in the long-term growth rate.
Pre-tax discount rate
Future cash flows are discounted to present value using a discount rate based on a
calculation of a
weighted average cost of capital (WACC) adjusted for tax. An increase by 2
percent units for Sikri, Boligmappa/Virdi and Metria would lead to a significant
change in the value in use, but it would still be significantly higher than the
carrying values and no impairment loss would be recognised. For Ambita the value
in use will exceed the carrying value to the point of a 0.8 percent units increase in
the WACC.
Note 14, continued
93
Sikri Group ASA
Annual Report 2022
Specification of financial income and expenses Accounting principles
The tax expense consists of tax payable and changes to deferred tax. Tax is
recognised in the income statement, except to the extent that it relates to items
recognized in other comprehensive income or directly in equity. The reported
income taxes are recognised in the amount expected to be payable on the basis of
the statutory regulations in force or enacted on the balance sheet date.
Deferred tax assets and liabilities are calculated on the basis of temporary
differences between the carrying amount of assets and liabilities in the statement
of financial position and their tax basis, together with tax losses carried forward at
the balance sheet date. Deferred tax assets and liabilities are calculated based on
the tax rates and tax legislation that are expected to apply when the assets are
realized or the liabilities are settled, based on the tax rates and tax legislation that
have been enacted or substantially enacted on the balance sheet date. Deferred
tax is not recognised for temporary differences arising on the initial recognition of
goodwill.
Deferred tax assets are recognised when it is probable that the company will have
sufficient taxable profit in subsequent periods to utilise the tax asset. Deferred
tax and deferred tax assets are recognised at their nominal value and classified as
non-current assets (non-current liabilities) in the statement of financial position.
Deferred tax assets and liabilities are offset when there is a legally enforceable
right to offset current tax assets against current tax liabilities and when the
deferred taxes assets and liabilities relate to income taxes in the same taxable
entity.
Note 15 - Financial income and expenses Note 16 - Income tax
Financial income
NOK 1000 Note 2022 2021
Interest income from bank deposits 1 058 19
Foreign exchange gains 729 156
Other financial income 1 692 2 036
Total financial income 3 479 2 212
Financial expenses
NOK 1000 Note 2022 2021
Interest on debts and borrowings 26 45 617 13 682
Foreign exchange losses 2 057 307
Interest expense on lease liabilities 21 2 327 1 007
Other financial expenses 2 626 295
Total financial expenses 52 627 15 290
Net financial items -49 148 -13 078
94
Sikri Group ASA
Annual Report 2022
Critical judgements and significant estimates
Valuation of deferred tax assets is dependent on management’s assessment
of future utilisation of the asset. Expected utilisation may result from expected
taxable income in the future, planned transactions or planned tax optimizing
measures, all of which may be uncertain. Economic conditions may change
and lead to a different conclusion regarding the utilisation. Tax authorities may
challenge the calculation of taxes payable in the entities from prior periods.
Such processes may lead to changes to prior periods taxable income, resulting in
changes to income tax expense in the period of change, as well as interest and
fines.
Specification of income tax expense
NOK 1000 2022 2021
Current tax
Taxes payable on this year's taxable income 19 134 12 452
Income tax expense accrued prior to the business combination 0 -232
Correction of previous years current income taxes -784 0
Deferred tax
Changes in deferred taxes -18 998 -5 101
Income tax expense -648 7 119
Note 16, continued
Temporary differences - basis for recognised deferred tax
NOK 1000 31.12.22 31.12.21
Equipment and fixtures -13 705 47 622
Intangible assets 555 854 340 427
Right-of-use assets 47 600 36 466
Receivables -358 -1 580
Lease liabilities -48 389 -37 247
Profit and loss account 705 882
Tax losses carried forward -14 443 -42 555
Other -159 -16 808
Total temporary differences - basis for recognised deferred tax 527 105 327 207
Deferred tax asset - gross -18 298 -24 721
Deferred tax liabilities - gross 130 848 96 725
Unrecognised deferred tax 2 977 7 245
Net deferred tax asset(-)/liability(+) 115 527 79 248
95
Sikri Group ASA
Annual Report 2022
Recognition of tax expense
The income tax expense differs from the amounts computed when applying the
Norwegian statutory tax rate to income before income taxes as a result of the
following:
NOK 1000 2022 2021
Pre-tax profit -31 816 -619
Income taxes calculated at 22 % -6 999 -136
Changes in unrecognised deferred tax asset 1 560 -661
Permanent differences (non-deductible expenses) 283 8 779
Non-taxable income 3 675 -413
Effect of lower tax rate in Sweden -400
Other 1 235 -450
Income tax expense -648 7 119
Accounting principles
The calculation of basic earnings per share is based on the profit from continuing
operations attributable to the ordinary equity holders of the parent entity using
the weighted average number of ordinary shares outstanding during the year after
deduction of the average number of treasury shares held over the period.
The calculation of diluted earnings per share is consistent with the calculation
of the basic earnings per share, but at the same time gives effect to all dilutive
potential ordinary shares that were outstanding during the period, by adjusting
the profit/loss and the weighted average number of shares outstanding for the
effects of all dilutive potential shares, i.e.:
• The profit/loss for the period attributable to ordinary shares is adjusted for
changes in profit/loss that would result from the conversion of the dilutive
potential ordinary shares
• The weighted average number of ordinary shares is increased by the weighted
average number of additional ordinary shares that would have been
outstanding, assuming the conversion of all dilutive potential ordinary shares
Note 16, continued Note 17 - Earnings per share
Changes in net deferred tax assets
NOK 1000 Note 2022 2021
Opening balance as of 1 January 79 249 10 155
Other changes -612 660
Deferred tax liabilities attributable to business combinations 3 51 504 73 535
Deferred tax liabilities attributable to discontinued operations -13 556
Tax expense/income recognised in profit and loss -1 057 -5 101
Net deferred tax asset(-)/liability(+) at 31 December 115 527 79 249
96
Sikri Group ASA
Annual Report 2022
Basic and diluted earnings per share
NOK 1000 2022 2021 *
Profit for the year 26 964 949 -8 484 107
Non-controlling interest 3 251 682 219 148
Owners of Sikri Group ASA 23 713 267 -8 703 255
Weighted average number of ordinary shares (basic)
Issued ordinary shares at 1 January 94 544 600 74 019 275
Effect of shares issued in the period 8 175 684 13 514 795
Effect of own shares -2 075 -2 075
Weighted average number of ordinary shares (basic) outstanding 102 718 209 87 531 995
Basic earnings per share 0.23 -0.10
Weighted average number of ordinary shares (diluted)
Weighted average number of ordinary shares (basic) 103 266 126 87 536 145
Effect of share options on issue 0
Weighted average number of ordinary shares (diluted) outstan-
ding
103 266 126 87 536 145
Diluted earnings per share 0.23 -0.10
Number of share options on issue that could potentially
dilute basic earnings per share in the future that are antidilutive
in the period
545 842 441 680
2022 2021 *
Number of outstanding ordinary shares at 1 January 94 544 600 74 019 275
Number of outstanding ordinary shares at 31 December 127 442 977 94 544 600
* Share split completed in June. Earnings per share are aligned with the new number for shares.
Basic and diluted earnings per share continuing operations
NOK 1000 2022 2021 *
Profit for the year -31 168 585 -7 737 842
Non-controlling interest -409 318 -1 160 000
Owners of Sikri Group ASA -30 759 267 -6 577 842
Weighted average number of ordinary shares (basic)
Issued ordinary shares at 1 January 94 544 600 74 019 275
Effect of shares issued in the period 8 175 684 13 514 795
Effect of own shares -2 075 -2 075
Weighted average number of ordinary shares (basic) outstanding 102 718 209 87 531 995
Basic earnings per share -0.30 -0.08
Weighted average number of ordinary shares (diluted)
Weighted average number of ordinary shares (basic) 103 266 126 87 536 145
Effect of share options on issue 0
Weighted average number of ordinary shares (diluted) outstan-
ding
103 266 126 87 536 145
Diluted earnings per share -0.30 -0.09
Number of share options on issue that could potentially
dilute basic earnings per share in the future that are antidilutive
in the period
545 842 441 680
2022 2021 *
Number of outstanding ordinary shares at 1 January 94 544 600 74 019 275
Number of outstanding ordinary shares at 31 December 127 442 977 94 544 600
* Share split completed in June. Earnings per share are aligned with the new number for shares.
Note 17, continued
97
Sikri Group ASA
Annual Report 2022
Accounting principles
Equipment and fixtures are stated at historical cost less accumulated depreciation
and any impairment charges. Refer to note 11 for further informastion on the
depreciation policy and costs. Ordinary repairs and maintenance costs are charged
to the income statement during the financial period in which they are incurred.
Gains and losses on disposals are determined by comparing the disposal proceeds
with the carrying amount and are included in operating profit.
Equipment and fixtures are reviewed for potential impairment if events or changes
in circumstances indicate that the carrying amount of an asset exceeds its
recoverable amount. The difference between the assets carrying amount and its
recoverable amount is recognised in the income statement as impairment charges.
Equipment and fixtures that are impaired are reviewed for possible reversal of the
impairment at each reporting date. If the basis for an impairment loss recognised
in previous periods no longer is present, the impairment loss is reversed up to a
maximum of the amortised/depreciated cost.
Reconciliation of equipment and fixtures
Year eneded 31 December 2022
NOK 1000 Note
Office, equipment,
furniture etc.
Accumulated cost at 1 January 8 518
Additions 9 360
Acquisitions of business 3 15 905
Sale/disposal -568
Translation difference 173
Closing balance accumulated cost at 31 December 33 389
Accumulated depreciations and impairment at 1 January 3 002
Depreciation charge 13 8 474
Sale/disposal 128
Closing balance accumulated depreciations and impairment 11 603
Closing net book amount at 31 December 21 785
Useful life 3-5 years
Depreciation plan Linear
Note 18 - Equipment and fixtures
98
Sikri Group ASA
Annual Report 2022
Year eneded 31 December 2021
NOK 1000 Note
Office, equipment,
furniture etc.
Accumulated cost at 1 January 3 939
Additions 853
Acquisitions of business 3 3 945
Sale/disposal -220
Closing balance accumulated cost at 31 December 8 518
Accumulated depreciations and impairment at 1 January 911
Depreciation charge 13 2 260
Depreciation charge discontinued operations 51
Sale/disposal -220
Closing balance accumulated depreciations and impairment 3 002
Closing net book amount at 31 December 5 517
Useful life 3-5 years
Depreciation plan Linear
Accounting principles
Intangible assets acquired in business combinations
Acquired Intangible assets comprise capitalised development, customer contracts/
customer relations and trademarks. Assets acquired as a part of a business
combination are recognised at their fair value at the date of acquisition and are
subsequently amortised on a straight-line basis over their estimated useful lives.
Business combinations are further described in note 3.
Goodwill
Goodwill is recognised as the aggregate of the consideration transferred and the
amount of any non-controlling interest and deducted by the net of the acquisition-
date amounts of the identifiable assets acquired and the liabilities assumed.
Goodwill is not depreciated but is tested at least annually for impairment.
Accounting principles related to impairment testing are described in note 13.
Capitalized development
Expenses relating to research activities are recognised in the income statement
they incur. Expenses relating to development activities are capitalised to the
extent that the product or process is technically and commercially viable and the
Group has sufficient resources to complete the development work. Expenses that
are capitalised include the costs of materials, direct wage costs and a share of
the directly attributable common expenses. Capitalised development costs are
recognised at their cost minus accumulated amortisation and impairment losses.
Capitalised development costs are amortised on a straight-line basis over the
estimated useful life of the asset.
Note 18, continued Note 19 - Intangible assets
99
Sikri Group ASA
Annual Report 2022
Impairment
Intangible assets are reviewed for potential impairment if events or changes
in circumstances indicate that the carrying amount of an asset exceeds its
recoverable amount. The difference between the assets carrying amount and its
recoverable amount is recognised in the income statement as impairment.
Goodwill acquired in a business combination and intangible assets with
indefinite useful life is tested annually for impairment. Refer to note 13 for further
information.
Government grants
The Group receives government grants as part of the SkatteFunn scheme in
Norway. The SkatteFUNN R&D tax incentive scheme is a government program
designed to stimulate research and development (R&D). The incentive is a tax
credit and comes in the form of a deduction from payable corporate tax. Grant
received related to assets is accounted for by deducting the grant from the
carrying amount of the related asset if there is reasonable assurance that the
grant will be received, and the Group will comply with the conditions associated
with the grant. Grants are then credited to profit or loss on a straight-line basis
over the expected lives of the related assets.
Critical judgements and significant estimates
Development of the software that constitutes the core business of the Group is a
continuous process. The customers expect an up to date service and the software
is updated/changed on a regular basis. The useful life of a development project
is difficult to estimate and monitor. The estimated useful life for development
projects is 5-10 years.
For customer contracts/customer relations, an amortisation period of 10 years is
applied. The observable churn rate is low.
The Group works continuously with improvements of technical platforms. This
work involves both maintenance, research and development. These activities are
integrated, and it can be challenging to separate them for accounting purposes.
Management have, to their best effort, assessed the projects and expenses that
qualify for capitalisation and the remaining part is expensed.
The impairment test of goodwill is largely based on judgements and significant
estimates. Refer to note 13 for further information.
Note 19, continued
100
Sikri Group ASA
Annual Report 2022
Reconciliation of intangible assets
Year ended 31 December 2022
NOK 1000 Note Goodwill Capitalised development Customer contracts/relations Trademarks Total
Opening balance accumulated cost 712 386 252 544 291 434 169 226 1 425 590
Additions 74 538 74 538
Acquisitions of business 3 380 360 52 622 157 181 44 465 634 629
Sale/disposal -50 962 -32 081 -38 047 -29 515 -150 605
Impaiment losses
1
-2 533 -2 533
Translation difference 4 108 723 1 698 480 7 009
Closing balance accumulated cost 1 045 892 345 813 412 266 184 657 1 988 626
NOK 1000 Note Goodwill Capitalised development Customer contracts/relations Trademarks Total
Opening balance accumulated amortisation and impairment 50 756 31 980 1 007 83 743
Amortisation charge 13 52 942 31 705 509 85 157
Amortisation charge from discontinued operations 5 707 5 707
Sale/disposal -23 962 -8 243 -32 205
Translation differences -13 -32 -45
Closing balance accumulated amortisation and impairment 79 723 61 117 1 516 142 358
Closing net book amount 1 045 892 266 090 351 148 183 141 1 846 267
Useful life 5-10 years 10 years
10 years/
indefinite
Amortisation plan Linear Linear Linear
1) Impairment losses of NOK 2.5 million were realized in Virdi AS. As Virdi now is integrated in the Boligmappa organization, and development resources are prioritizing a common future solution for property
owners, the existing Virdi technology has been abandoned, in order to focus on Boligmappa development. Virdi already reports into the Consumer segment, together with Boligmappa AS. In 2023, post closing of
the 2022 accounts, a merger of the two companies is underway.
The closing carrying value of capitalised development as of 31 December 2022 comprise only completed development activities that are released and depreciated
according to plan in accordance with the products expected life cycle.
Note 19, continued
101
Sikri Group ASA
Annual Report 2022
Reconciliation of intangible assets
Year ended 31 December 2021
NOK 1000 Note Goodwill Capitalised development Customer contracts/relations Trademarks Total
Opening balance accumulated cost 59 818 119 090 113 044 5 293 297 244
Additions 0 43 947 0 0 43 947
Acquisitions of business 3 652 568 89 507 178 390 163 933 1 084 398
Sale/disposal 0 0 0 0 0
Closing balance accumulated cost 712 386 252 544 291 434 169 226 1 425 588
NOK 1000 Note Goodwill Capitalised development Customer contracts/relations Trademarks Total
Opening balance accumulated amortisation and impairment 0 11 434 8 406 497 20 337
Amortisation charge 13 34 135 21 038 510 55 682
Amortisation charge from discontinued operations 5 187 2 536 7 724
Reclassifications 0 0 0 0 0
Closing balance accumulated amortisation and impairment 0 50 756 31 980 1 007 83 744
Closing net book amount 712 385 201 786 259 454 168 219 1 341 844
Useful life 5-10 years 10 years
10 years/
indefinite
Amortisation plan Linear Linear Linear
The closing carrying value of capitalised development as of 31 December 2021 comprise only completed development activities that are released and depreciated
according to plan in accordance with the products expected life cycle.
Note 19, continued
102
Sikri Group ASA
Annual Report 2022
Subsidiaries
Subsidiaries as of 31 December 2022
Company Country
Date of
acquisition
Consolidated
(Yes/No)
Registered
office
Ownership
share
Sikri AS Norway 01.03.2020 Yes Oslo 100%
PixEdit AB Sweden 01.05.2020 No
1
Hagfors 50%
Ambita AS Norway 03.05.2021 Yes Oslo 100%
Boligmappa AS Norway 03.05.2021 Yes Oslo 93.1%
Virdi AS Norway 03.05.2021 Yes Oslo 100%
Sikri Growth AS
2
Norway 01.09.2022 Yes Oslo
3
100%
4CastMedia AS Norway 03.05.2021 Yes Oslo
3
99.7%
Energiportalen AS Norway 03.05.2021 Yes Oslo
3
65%
Buildflow AS
2
Norway 01.07.2022 Yes Oslo
3
100%
Mahoom Norway 25.05.2022 No
4
Oslo
5
100%
Metria AB Sweden 01.04.2022 Yes Stockholm 100%
4CastGroup AS, Prognosesenteret AS og Prognosesenteret i Sverige AB was divested in november
2022. Sikri Group retained ownership of 4CastMedia AS and Energiportalen AS and inceased
ownerhip share. As a part of the investment within Proptech Sikri Growth, 4CGrowth and Buildflow
are established as separate companies during 2022. Pixedit AS and Sureway AS is merged into Sikri AS
from 01.01.2022.
1) PixEdit AB is considered immaterial to the Group and is not consolidated. Book value of the shares in
PixEdit AB at 31 December 2022 is TNOK 60.4. Net result in PixEdit AB in 2022 was TSEK 56.3 and the
equity was TSEK 268.1.
2) Established in 2022.
3) The subsidiaries Sikri Growth, 4CastMedia AS, Energiprotalen AS and Buildflow are controlled by
Ambita AS with an ownership share of 100 %, 100 %, 65 % and 100 % respectively.
4) Mahoom AS is considered immaterial to the Group and is not consolidated. Book value of the shares
in Mahoom AS at 31 December 2022 is TNOK 75. Net result in Mahoom in 2022 was negative TNOK
322.3 and the equity was TNOK 172.4.
5) The subsidiary Mahoom are controlled by 4CastMedia AS with an ownership share of 100%.
Subsidiaries as of 31 December 2021
Company Country
Date of
acquisition
Consolidated
(Yes/No)
Registered
office
Ownership*
share
Sikri AS Norway 01.03.2020 Yes Oslo 100%
PixEdit AS Norway 01.05.2020 Yes Sandefjord 100%
PixEdit AB Sweden 01.05.2020 No
1
Hagfors 50%
Sureway AS Norway 01.10.2020 Yes Harstad 100%
Ambita AS Norway 03.05.2021 Yes Oslo 100%
Boligmappa AS Norway 03.05.2021 Yes Oslo 93.1%
Virdi AS Norway 03.05.2021 Yes Oslo 100%
4CastGroup AS Norway 03.05.2021 Yes Oslo 51%
Prognosesenteret AS Norway 03.05.2021 Yes Oslo
2
51%
Prognosesenteret
i Sverige AB
Sweden 03.05.2021 Yes Stockholm
2
51%
4CastMedia AS Norway 03.05.2021 Yes Oslo
2
48%
Energiportalen AS Norway 03.05.2021 Yes Oslo
2
33%
During 2021 the subsidiary Augment AS was merged with Sikri AS and the subsidiaries Whatif AS and
Sureway Invest AS were merged with Sureway AS.
1) PixEdit AB is considered immaterial to the Group and is not consolidated. Book value of the shares
in PixEdit AB at 31 December 2021 is TNOK 60. Net result in PixEdit AB in 2021 was TSEK 31 and the
equity was TSEK 427.
2) The subsidiaries Prognosesenteret AS, Prognosesenteret i Sverige AB, 4CastMedia AS and Energipro-
talen AS are controlled by 4CastGroup AS with an ownership share of 100 %, 100 %, 95 % and 65 %
respectively. The group controls 4CastGroup AS with an ownership share of 51 % and in the table above
the mathematical ownership share of the subsidiaries of 4CastGroup AS is stated.
Note 20 - Subsidiaries and associates
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Annual Report 2022
Associates
Associates are all entities over which the Group has significant influence but not
control or joint control. This is generally the case where the Group holds between
20% and 50% of the voting rights. Investments in associates are accounted for
using the equity method of accounting.
Under the equity method of accounting, the investments are initially recognised
at cost and adjusted thereafter to recognise the Group’s share of the post-
acquisition profits or losses of the investee in profit or loss, and the Group’s share of
movements in other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from associates are recognised as a
reduction in the carrying amount of the investment.
Where the Group’s share of losses in an equity-accounted investment equals
or exceeds its interest in the entity, including any other unsecured long-term
receivables, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are elimi-
nated to the extent of the Group’s interest in these entities. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of equity-accounted investees have been changed
where necessary to ensure consistency with the policies adopted by the Group.
If there are indication of that the investment in the associate is impaired, the
Group will perform an impairment test of the carrying amount of the investment.
Any impairment losses are recognised as share of profit of an associate in the
statement of profit or loss.
Accounting principles
Identifying a lease
The Group leases several assets, such as premises/office space, furniture, vehicles,
and office-/IT-equipment. At the inception of a contract, The Group assesses
whether the contract is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration.
The Group as a lessee
Separating components in the lease contract
For contracts that constitute, or contain a lease, the Group separates lease
components if it benefits from the use of each underlying asset either on its own or
together with other resources that are readily available, and the underlying asset
is neither highly dependent on, nor highly interrelated with, the other underlying
assets in the contract. The Group then accounts for each lease component within
the contract as a lease separately from non-lease components of the contract.
Note 20, continued
Note 21 - Leases
Associates as of 31 December 2022
Company Country Date of acquisition Registered office Ownership share
4CGrowth AS Norway 03.05.2021 Oslo 45.0%
Takstsentralen AS Norway 03.05.2021 Hagfors 29.6%
Simenergi AS Norway 03.05.2021 Oslo 21.6%
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Recognition of leases and exemptions
At the lease commencement date, the Group recognises a lease liability and
corresponding right-of-use asset for all lease agreements in which it is the lessee,
except for the following exemptions applied:
• Short-term leases (defined as 12 months or less)
• Low value assets
For these leases, the Group recognises the lease payments as other operating
expenses in the statement of profit or loss on a systematic basis, usually on a
straight-line basis over the lease term.
Lease liabilities
The lease liability is recognised at the commencement date of the lease. The
Group measures the lease liability at the present value of the lease payments for
the right to use the underlying asset during the lease term that are not paid at the
commencement date. The lease term represents the non-cancellable period of the
lease, together with periods covered by an option either to extend or to terminate
the lease when the Group is reasonably certain to exercise this option.
The lease payments included in the measurement comprise of:
• Fixed lease payments (including in-substance fixed payments), less any lease
incentives receivable
• Variable lease payments that depend on an index or a rate, initially measured
using the index or rate as at the commencement date
• Amount expected to be payable by the Group under residual value guarantees
• The exercise price of a purchase option, if the Group is reasonably certain to
exercise that option
• Payments of penalties for terminating the lease, if the lease term reflects the
Group exercising an option to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount
to reflect interest on the lease liability, reducing the carrying amount to reflect
the lease payments made and remeasuring the carrying amount to reflect any
reassessment or lease modifications, or to reflect adjustments in lease payments
due to an adjustment in an index or rate.
The Group does not include variable lease payments in the lease liability. Instead,
the Group recognises these variable lease expenses in profit or loss.
The Group presents its lease liabilities as separate line items in the statement of
financial position.
Right-to-use assets
The Group measures the right-of use asset at cost, less any accumulated
depreciation and impairment losses, adjusted for any remeasurement of lease
liabilities. The cost of the right-of-use asset comprise:
• The amount of the initial measurement of the lease liability recognised
• Any lease payments made at or before the commencement date, less any
incentives received
• Any initial direct costs incurred by the Group. An estimate of the costs to be
incurred by the Group in dismantling and removing the underlying asset,
restoring the site on which it is located or restoring the underlying asset to the
condition required by the terms and conditions of the lease, unless those costs
are incurred to produce inventories.
Refer to note 13 for further information on accounting policies regarding
depreciation and impairment.
Note 21, continued
105
Sikri Group ASA
Annual Report 2022
Critical judgements and significant estimates
Important estimates and assessments regarding the length of the leases
When the lease’s length is determined, management takes into account all
available information that provides a financial incentive to use an extension
option, or to not use an option to terminate an agreement. Possibilities of
extending an agreement are only included in the lease’s length if it is reasonably
certain that the agreement will be extended (or not concluded).
For leases that concern premises the following factors are normally the most
significant:
• If the agreements contain significant fees to terminate the agreements (or
not extend them), the Group normally deems that it is reasonably certain that
extension will take place (or that termination will not take place).
• If the Group has costs of improvements on external properties and expects
that they have a significant residual value, it is usually reasonably certain that
the agreements will be extended (or not terminated).
• Otherwise, the Group takes into account other factors, including historical
leasing period, and the costs and interruptions to operations that are required
to replace the leased asset.
The leasing period is reviewed if an option is used (or not used) or if the Group is
forced to use the option (or not use it). The assessment whether it is reasonably
certain is reviewed only if a significant event or changes in circumstances arise
that affect this assessment and the change is within the lessee’s control. During
the current financial year, none of the Group’s leases have been revalued due to
revised useful lives.
Right-of-use assets
Year ended 31 December 2022
NOK 1000 Other assets Buildings Total
Opening balance accumulated cost 400 36 066 36 466
Adjustment 35 -1 908 -1 873
Additions 4 609 728 5 337
Derecognition 0
Divestment -400 -10 223 -10 623
Acquisitions of business 4 538 36 284 40 822
Depreciation charge -2 802 -19 998 -22 800
FX translation differences -35 305 270
Closing net book amount 6 345 41 255 47 600
Useful life 1 - 3 years 2 - 6 years
Depreciation plan Linear Linear
Year ended 31 December 2021
NOK 1000 Other assets Buildings Total
Opening balance accumulated cost 11 464 11 464
Additions 432 975 1 407
Derecognition -103 0 -103
Acquisitions of business 209 32 696 32 905
Depreciation charge -129 -9 044 -9 173
FX translation differences -9 -25 -33
Closing net book amount 400 36 066 36 466
Useful life 1 - 3 years 2 - 6 years
Depreciation plan Linear Linear
Note 21, continued
Description
The Group has several leasing contracts for rental of premises and other
underlying assets which are included in the calculation below.
106
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Annual Report 2022
Lease liabilities
Undiscounted lease liabilities and maturity of cash outflows
NOK 1000 2022 2021
Less than 1 year 26 658 13 324
1-2 years 19 111 13 251
2-3 years 3 629 10 435
3-4 years 1 274 2 149
4-5 years 201 0
More than 5 years 0
Total undiscounted lease liabilities at 31 December 50 873 39 159
Changes in lease liabilities
NOK 1000 Note 2022 2021
Balance at 1 January 37 246 11 643
Adjustment -1 777
Business combinations 3 40 822 32 905
Additions 5 337 1 407
Derecognition -92 -104
Divestment -10 806
Lease payments -24 893 -9 887
Interest on the lease liability 15 2 328 1 319
FX translation differences 224 -35
Total lease liabilities at 31 December 48 389 37 246
Current lease liabilities 25 069 13 282
Non-current lease liabilities 23 320 23 964
Total cash outflows for leases 24 893 9 887
Summary of other lease expenses recognised in profit or loss
NOK 1000 2022 2021
Variable lease payments expensed in the period 0 0
Operating expenses in the period related to short-term leases 0 0
Operating expenses in the period related to low value assets *) 15 974 6 245
Total lease expenses included in other operating expenses 15 974 6 245
* including long-term low value assets.
The leases do not contain any restrictions on the Group’s dividend policy or
financing. The Group does not have significant residual value guarantees related
to its leases to disclose.
Practical exemptions applied
The Group also rents office machines, IT equipment etc with typical lease terms
from 1 to 3 years. The Group has decided not to recognize leases where the
underlying asset has low value, and thus does not recognize lease obligations
and right-of-use assets for any of these leases. Instead, the rental payments are
expensed when they occur. The group also does not recognize lease obligations
and rights-of-use assets for short-term leases, as presented in the table above.
Options to extend a lease and purchase options
As of 31 December 2022, there are no significant future potential lease payments
that are not included in the lease obligations as a result of extension or purchase
options.
Note 21, continued
107
Sikri Group ASA
Annual Report 2022
Accounting principles
A financial instrument is a contract that gives rise to both a financial asset for one
entity and a financial liability or equity instrument for another entity. Financial
instruments are generally recognized as soon as the Group becomes a party to the
terms of the financial instrument.
Financial liabilities
The group classifies its financial liabilities in the following categories: At fair value
through profit or loss and amortised cost. The classification is determined based
on the contractual cash flow characteristic of the instrument and the business
model the instrument is held within. Management determines the classification of
its financial liabilities at initial recognition.
Note 22 - Financial instruments
Financial assets
Financial assets include, in particular, cash and cash equivalents and trade and
other receivables. Financial instrument classification is based on the business
model in which the instruments are held as well as the structure of the contractual
cash flows.
Financial assets measured at fair value through profit and loss
Financial assets measured at fair value through profit and loss are equity
investments for which the Group has not elected to recognise fair value gains and
losses through OCI.
Financial assets measured at amortised cost
Financial assets measured at amortised cost are non-derivative financial assets
with contractual payments that consist exclusively of payments of interest and
principal on the outstanding nominal amount and are held with the objective of
collecting the contractually agreed cash flows, such as trade and other receivables
and cash and cash equivalents (the ”hold” business model).
After initial recognition, these financial assets are measured at amortised
cost using the effective interest method less impairment. Gains and losses are
recognised in profit or loss when the receivables are impaired or derecognized.
Interest effects from the application of the effective interest method and effects
from currency translation are also recognised through profit or loss.
Financial liabilities measured at amortised cost
Financial liabilities at amortised cost are non-derivative financial liabilities with
fixed or determinable payments that are not quoted in an active market. Financial
liabilities at amortised cost are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method. They are
included in current liabilities, unless the group has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
These are classified as non-current liabilities.
Fair value
The fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. This applies regardless of whether the price is directly
observable or estimated using a valuation method.
The fair value is not always available as a market price but must be calculated on
the basis of a range of valuation parameters. For this purpose, various categories
(fair value hierarchy) are established in which, depending on the availability of
observable parameters and the significance of these parameters for determining
the fair value as a whole, the following levels apply:
Level 1 Prices quoted on active markets for identical assets and liabilities
Level 2 Input parameters other than level 1 that are either directly observable for the asset or liability
or can be derived indirectly from other prices
Level 3 Input parameters that are not observable for the asset or liability
108
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Annual Report 2022
Categories of financial instruments in the balance sheet
Year ended 31 December 2021
NOK 1000 Note
Assets at fair
value through
profit/loss
Assets at
amortised cost
Total
Financial assets
Other investments 32 5 781 3 825 9 606
Trade receivables 23 62 086 62 086
Other receivables 23 9 933 9 933
Cash and cash equivalents 24 118 833 118 833
Total financial assets 9 227 194 676 200 457
Note 22, continued
Year ended 31 December 2022
NOK 1000 Note
Assets at fair
value through
profit/loss
Assets at
amortised cost
Total
Financial assets
Other investments 32 3 194 12 638 15 832
Trade receivables 23 128 326 128 326
Other receivables 23 47 945 47 945
Cash and cash equivalents 24 50 905 50 905
Total financial assets 3 194 239 814 243 007
NOK 1000 Note
Liabilities at fair
value through
profit/loss
Liabilities at
amortised cost
Total
Financial liabilities
Borrowings 26 758 270 758 270
Other financial liabilities 0 0
Trade and other payables 27 172 226 172 226
Lease liabilities 21 48 389 48 389
Total financial liabilities 0 978 885 978 885
NOK 1000 Note
Liabilities at fair
value through
profit/loss
Liabilities at
amortised cost
Total
Financial liabilities
Borrowings 26 540 673 540 673
Other financial liabilities
Trade and other payables 27 101 620 101 620
Lease liabilities 21 37 246 37 246
Total financial liabilities 0 679 539 679 539
Other financial liabilities comprise contingent consideration in business
combinations and are valued at level 3 in the fair value hierarchy.
Due to the short-term nature of the current receivables and trade and other
payables, their carrying amount is considered to be the same as their fair value.
For the non-current receivables, the fair values are also not significantly different
from their carrying amounts. For the borrowings, the fair values are not materially
different from their carrying amounts, since the interest payable on those
borrowings is close to current market rates.
109
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Annual Report 2022
Maturity profile of the Group’s financial liabilities - undiscounted contractual cash flows
Year ended 31 December 2022
NOK 1000
Less than
1 year
1-3 years 3-5 years
Over 5
years
Total
contractual
cash flows
Borrowings 128 479 177 556 458 778 764 812
Other financial liabilities 0
Trade and other payables 172 226 172 226
Lease liabilities 26 658 22 740 1 475 50 873
Total financial liabilities 327 363 200 296 460 252 0 987 911
Year ended 31 December 2021
NOK 1000
Less than
1 year
1-3 years 3-5 years
Over 5
years
Total
contractual
cash flows
Borrowings 120 606 141 645 98 847 258 358 619 454
Other financial liabilities 0 0 0 0 0
Trade and other payables 101 620 0 0 0 101 620
Lease liabilities 13 324 23 686 2 149 0 39 159
Total financial liabilities 235 549 165 331 100 995 258 358 760 233
Reconciliation of changes in financial liabilities arising from financing activities
NOK 1000 Note Borrowings
Lease
liabilities
Total
Opening balance 1 January 2021 104 667 11 643 116 309
Changes from financing cash flows
Repayment of borrowings 21,26 -149 556 -8 569 -158 124
Proceed from borrowings 26 505 930 505 930
Total changes from financing cash flows 356 374 -8 569 347 806
Non-cash changes
Acquired in business combinations 3 26 556 32 905 59 460
Sellers credit in business combinations 3 52 534 52 534
New lease liabilities 21 1 407 1 407
Currency and other changes 543 -139 404
Total non-cash changes 79 632 34 173 113 805
Closing balance at 31 December 2021 540 673 37 247 577 920
Opening balance 1 January 2022 540 673 37 247 577 920
Changes from financing cash flows
Repayment of borrowings 21,26 -478 389 -22 565 -500 954
Proceed from borrowings 26 694 408 694 408
Total changes from financing cash flows 216 019 -22 565 193 454
Non-cash changes
Acquired in business combinations 3 40 822 40 822
Divestment -10 806 -10 806
New lease liabilities 21 5 337 5 337
Currency and other changes 1 578 -1 647 -69
Total non-cash changes 1 578 33 707 35 285
Closing balance at 31 December 2022 758 270 48 389 806 659
Note 22, continued
110
Sikri Group ASA
Annual Report 2022
Accounting principles
Trade receivables are amounts due from customers for services performed in
the ordinary course of business. They are generally due for settlement within 30
days and are therefore all classified as current. Trade receivables are recognised
initially at the amount of consideration that is unconditional, unless they contain
significant financing components, when they are recognised at fair value. The
Group holds the trade receivables with the objective of collecting the contractual
cash flows and therefore measures them subsequently at amortised cost using the
effective interest method.
Due to the short-term nature of the current receivables, their carrying amount is
considered to be the same as their fair value.
Impairment and risk exposure
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables and
contract assets. To measure expected credit losses on a collective basis, trade
receivables and contract assets are grouped based on similar credit risk and aging.
The contract assets have similar risk characteristics to the trade receivables for
similar types of contracts.
The expected loss rates are based on the Group’s historical credit losses
experienced over the three year period prior to the period end. The historical
loss rates are then adjusted for current and forward-looking information on
macroeconomic factors affecting the Group’s customers.
The provision for impairment of trade receivables is TNOK 2,183 at 31 December
2022 (TNOK 1,769 at 31 December 2021). The credit loss of the Group recognised in
2022 was TNOK 651 (2021: TNOK 256). Actual and expected credit losses on trade
receivables are classified as other operating expense in the income statement.
Specification of trade and other receivables
NOK 1000 Note 2022 2021
Trade receivables 128 326 62 086
Prepaid expenses 28 273 12 103
Other short-term receivables 47 945 9 933
Total trade and other receivables 204 544 84 122
Specification of trade receivables
NOK 1000 Note 2022 2021
Trade receivables related to revenue
from contracts with customers
131 431 63 855
Trade receivables from related parties 30 0 0
Total trade receivables (gross) 131 431 63 855
Allowance for expected credit losses -3 105 -1 769
Total trade receivables (net) 128 326 62 086
Change in the provision for impairment of trade receivables
NOK 1000 2022 2021
Provision at 1 January -1 769 -55
Provisions in companies acquired in business combinations -228 -1 459
This years provision for trade receivables impairment -1 108 -236
Trade receivables written off during the year as uncollectible -20
Unused amount reversed 0
Provision at 31 December -3 105 -1 769
Note 23 - Trade and other receivables
111
Sikri Group ASA
Annual Report 2022
At 31 December the aging og the company’s trade receivables (gross)
was as follows:
NOK 1000 Total Not due <30 days
30-60
days
60-90
days
>90 days
2022 131 431 112 989 16 277 1 008 1 220 -63
2021 63 855 46 094 9 682 1 113 2 575 4 391
Accounting principles
Cash includes cash in hand and at bank. Cash equivalents are short-term liquid
investments that can be immediately converted into a known amount of cash and
have a maximum term to maturity of three months.
Note 23, continued Note 24 - Cash and cash equivalents
Specification
NOK 1000 Note 31.12.22 31.12.21
Cash and cash equivalents 50 905 118 833
Restricted cash -9 049 -10 235
Free available cash 41 856 108 598
Available credit facility 26 40 000 50 000
Liquidity reserve 81 856 158 598
Liquidity reserve is a useful measure as it provides information of the Group’s
financing capabilities.
Specification of restricted cash
NOK 1000 31.12.22 31.12.21
Guarantees for leases and credit from suppliers 0 0
Taxes withheld -9 046 -10 232
Other restricted cash -2 -3
Total restricted cash -9 049 -10 235
The Group has implemented a Global Cash Pool that includes the operating
accounts of the group companies. The subsidiaries has the same interests as
parent company has with the bank. The subsidiaries included in this arrangement
is Sikri AS, Ambita AS, Boligmappa AS, Virdi AS and Metria AB.
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Annual Report 2022
Sikri Group ASA has only one class of shares and all shares have the same voting
rights. The holders of shares are entitled to receive dividends as and when
declared, and are entitled to one vote per share at general meetings of the
Company.
Dividend distribution to the company’s shareholders is recognised as a liability in
the group’s financial statements in the period in which the dividends are approved
by the company’s shareholders.
At 31 December 2022
NOK 1000 Number of shares Nominal amount Book value
Ordinary shares 127 442 977 0.02 2 548 860
Total 127 442 977 0.02 2 548 860
Sikri Group ASA holds 2,075 of its own shares at 31 December 2022.
Change in number of shares
NOK 1000 2022 2021
Number of shares at 1 January 18 908 920 14 803 855
Share splitt in the period (nominal amount reduced from 0.1 to 0.02) 75 635 680
Share issue in the period 32 898 377 4 000 000
Share issue in the period, not registered with the business register 105 065
Number of shares at 31 December 127 442 977 18 908 920
Dividend distribution
No dividend is proposed related to the 2022 annual accounts.
Ownership structure
Specification of the largest shareholders as of 31 December 2022:
NOK 1000
Number of
shares
% of shares
Karbon Invest AS 44 464 003 35 %
Carucel Finance AS 15 604 794 12 %
Stella Industrier AS 15 095 825 12 %
Varner Kapital AS 12 853 156 10 %
State Street Bank and Trust Comp 6 590 960 5 %
Skandinaviska Enskilda Banken AB 3 646 225 3 %
Verdipapirfondet DNB SMB 3 344 610 3 %
Skandinaviska Enskilda Banken AB 2 680 000 2 %
Barney Invest AS 1 733 102 1 %
Total 106 012 675 83 %
Others (ownership < 1 %) 21 430 302 17 %
Total number of shares 127 442 977 100 %
Note 25 - Share capital, shareholder information and dividend
113
Sikri Group ASA
Annual Report 2022
Accounting principles
Reference is made to note 22 Financial instruments for description of accounting
principles.
Sellers credit - Ambita acquisition
Following the share purchase agreement for the acquisition of Ambita it was
agreed that MNOK 50.0 of the purchase price should be settled by the parties
entering a seller’s credit agreement. The seller’s credit carried an interest of 3.0 per
cent per annum and is to be repaid within 3 May 2022. The seller credit (MNOK 50)
with interest was paid 28 April 2022. The paid interest amount was MNOK 1.5.
Liabilities related to the Sureway/Whatif acquisition
The Group has a liability to the former shareholders of Sureway/Whatif. A seller’s
credit was given in connection with the acquisition of the companies. The liability
falls due in October 2023 and is subject to an interest of 5 % p.a.
The seller’s credit following the Sureway/Whatif acquisition was MNOK 9.7 on
31 December 2022. The contingent consideration with fair value estimate of
MNOK 6.5 on the date of acquisition was confirmed and the amount is no longer
uncertain, and it is added to the seller’s credit. In addition, an amount of MNOK
4.0 is repaid during the 2021. For the purpose of the statement of cash flows this
repayment is presented as payment for acquisition of subsidiaries, net of cash
acquired.
Liabilities to credit institutions
The Group has during 2022 obtained a loan facility totalling NOK 875.000.000
from Nordea Bank. During the year the group has paid an extra payment of
MNOK 35 to Facility A and instalment of MNOK 44.4 to Facility B. The loan is
distributed between 4 facilities as described below.
Note 26 - Borrowings and securities/pledges
Description
Year ended 31 December 2022
NOK 1000 Current Non-current Total
Secured
Bank borrowings 118 778 629 791 748 569
Total secured borrowings 118 778 629 791 748 569
Unsecured
Sellers' Credit - Sureway/Whatif acquisition 9 701 9 701
Total unsecured borrowings 9 701 0 9 701
Total borrowings 128 479 629 791 758 270
Year ended 31 December 2022
NOK 1000 Current Non-current Total
Secured
Bank borrowings 51 000 429 973 480 973
Total secured borrowings 51 000 429 973 480 973
Unsecured
Sellers' Credit - Ambita acquisition 50 000 0 50 000
Sellers' Credit - Sureway/Whatif acquisition 0 9 701 9 701
Total unsecured borrowings 50 000 9 701 59 701
Total borrowings 101 000 439 673 540 673
114
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Annual Report 2022
Information about bank borrowings in Nordea Bank, Norway
Facility Original amount Currency
Nominal
interest rate
1
Maturity
date
Facility A - Term loan bullet
2
405 000 000 NOK Nibor+3.00% 30.04.2027
Facility B - Term loan amortising
3
400 000 000 NOK Nibor+2.75% 30.04.2026
Facility C - Overdraft 40 000 000 NOK
4 4
Facility D - Revolving facility 30 000 000 NOK
5 5
1) The basis for the nominal interest rates is NIBOR (3 months) if not otherwise stated.
2) On 24. november 2022 the company made a payment of MNOK 35 in connection with the
divestment of 4CG, Prognosesenteret AS og Prognosesenteret AB. As of 31.12.2022 the remaining
amount is MNOK 370.
3) The loan is repaid over 10 equal semi-annual instalments NOK 44.388.389. On 3. oktober 2022 the
first instalment was paid. As of 31.12.2022 the remaining amount is MNOK 355.6.
4) Facility C is an overdraft facility of MNOK 40.0 that is to be renewed yearly and with the first rene-
wal on 1 April 2023. The nominal interest rate is NIBOR (7 days) + 2,25 per cent and a commission of
0,25 per cent of the limit per quarter. The facility has not been utilised as of 31 December 2022.
5) Facility D is a revolving facility of MNOK 30.0 at a nominal interest rate of Nibor+2.25 per cent and
a commitment fee of 35 per cent of the margin on unutilised amounts. During a period of 12 months
Facility D shall be fully repaid for a minimum of 5 banking days. The period between each fully repay-
ment cannot be shorter than 3 months or longer than 15 months. The facility has been utilised as of
31 December 2022.
NOK 1000
Carrying value
31.12.2022
Bankaccounts 50 905
Trade receivables in Sikri AS and Ambita AS 44 630
Equipment and fixtures in Sikri AS and Ambita AS 4 603
In order to enter into and maintain the Nordea Bank loan facilities described
above, Sikri Group ASA (consolidated) is obliged to have a ratio between net
interest-bearing debt (NIBD) and earnings before interest, taxes, depreciation and
amortisation ( EBITDA) of less or equal to 4.24 up to and including 31.12.2022, less
or equal to 3.91 on 31.3.2023, 3.61 on 30.6.2023 and 3.32 30.9.2023. On 31.12.2023
and each following quarter less or equal to 3.25. In addition, the interest cover ratio
( EBITDA/Net financial expenses), should not be lower than 4.32 as of 31.12.2022,
4.57 at 31.03.2023, 4.85 at 30.06.2023, 5.20 at 30.09.2023 and 6 as of 31.12.2023
and each quarter thereafter. For the purpose of calculation of the ratios above,
EBITDA should be the pro forma last twelve months (LTM) EBITDA adjusted
for non-recurring items. The adjustments can not exceed 10 % of pre-adjusted
EBITDA. Finally, the Group must also report CAPEX equal to or less than MNOK 95
for financial reporting year 2022, equal or less than MNOK 105 for 2023, equal or
less than MNOK 115 for 2024, equal or less than MNOK 120 for 2025 and equal or
less than MNOK 125 for 2026.
As long as the Nordea Bank loan is not fully repaid and the ratio described
above (NIBD/EDITDA) is above 2, the Group cannot pay dividends, pay group
contributions, repay subordinated loans or similar transactions without written
consent of the bank. Furthermore, such transactions cannot take place until the
Bridge Facility has been repaid in full, which took place during 2022. The Group
cannot enter into other loan agreements, except for 1) subordinated sellers’ credit
in acquisition of business, for up to 40% of purchase price, and up to an aggregate
of MNOK 75 for the Group at any time and 2) inter-group loan agreements up to
aggregate MNOK 75 for the Group at any time.
Note 26, continued
Security, terms and covenants - bank borrowings in Nordea Bank
Nordea Bank has first priority pledge over all issued shares in the current Material
Subsidiaries Sikri AS, Ambita AS, Metria AB and any other Material Subsidiary, as
well as first priority pledge on Intellectual Property Rights in Metria AB and first
priority pledge over the following assets:
115
Sikri Group ASA
Annual Report 2022
The Group has complied with the financial covenants of its borrowing facilities
during the 2022 reporting period.
For information, per 31.03.2023 some of the financial covenants have been
updated. The interest cover ratio has been removed from covenants and the
leverage ratio has been updated to: Sikri Group ASA (consolidated) is obliged
to have a ratio between net interest-bearing debt (NIBD) and earnings before
interest, taxes, depreciation and amortisation ( EBITDA) of less or equal to 4.25
up to and including 30.06.2023, less or equal to 4 on 30.09.2023 and 31.12.2023,
3.75 on 31.03.2024 and 30.06.2024, 3.5 on 30.09.2024 and 31.12.2024 and 3.25 on
31.03.2025 and each following quarter thereafter.
Specification of trade and other payables
NOK 1000 31.12.22 31.12.21
Trade payables 63 048 30 316
Payroll tax and other statutory liabilities 39 650 30 843
Accrued salary and vacation pay 40 348 32 258
Accrued expenses 1 693 11 292
Other current payables 67 138 27 753
Total - trade and other payables 211 876 132 463
Trade payables are non-interest bearing and are normally settled on 30-day terms.
The Group is exposed to risks from its use of financial instruments, including
credit risk, liquidity risk and market risk. This note presents information about the
Group’s exposure to each of the above mentioned risks, and the Group’s objectives,
policies and processes for managing such risks. At the end of this note, information
regarding the Group’s capital management is provided.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a
financial instrument (see note 22) or customer contract (see note 6), leading to
a financial loss. The Group is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including deposits
with banks, debt instruments and account receivables.
Approximately 40% of Group’s revenue is generated from customers within the
public sector where by the risk related to these trade receivables is nearly non-
existent. The majority of the last 60% are within the private sector, in which
exposure is limited by using credit ratings and risk assesments upon engaging in
assignments. The Group also has a small portion of sales to private individuals
which pays upfront. All receivables are monitored closely, and any overdue
receivables are followed up. The credit loss of the Group recognised in 2022 was
TNOK 1896 (2021: TNOK 256).
Although the losses have been minimal, the Group has in place processes for
credit rating and risk evaluation of new customers, and a monthly process for
follow up of overdue receivables. Invoices are issued periodically, for some yearly
subscriptions on a yearly basis, for most other services on a monthly basis. Invoices
are generally payable within 30 days.
Also refer to note 23 - Trade and other receivables.
Note 26, continued
Note 27 - Trade and other payables
Note 28 - Financial risk management
116
Sikri Group ASA
Annual Report 2022
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the
finance charges and principal repayments on its debt instruments. It is the risk
that the Group will encounter difficulty in meeting its financial obligations as they
fall due. The Group’s policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due as well as beeing able to take
advantage of acquisition opportunities.
Management of liquidity risk is performed at Group level, where the Finance
department monitors liquidity flows in short-term and long-term reporting.
The liquidity reserve, presented in note 24, is a useful measure as it provides
information of the Group’s financing capabilities. The liquidity reserve at 31
December 2022 is MNOK 81.9. The maturity profile of the Group’s financial
liabilities are shown in note 22 - Financial instruments. The liquidity risk of the
Group is considered to be low.
Market risk
Market risk is the risk that the future cash flows will fluctuate because of changes
in market prices. Market risk includes interest risk and currency risk. Financial
instruments affected by market risk include borrowings, deposits and debt.
Foreign currency risk
The foreign currency risk is insignificant to the Group as the turnover and
monetary items / costs are mainly nominated in the same currencies (NOK or
SEK) and thus have a natural hedge. More than 60% percent of the revenue of the
Group in 2022 was nominated in NOK. Measures to reduce currency risk are so far
not considered necessary but will be reassessed if the currency risk increases.
Interest rate risk
Interest rate changes have only a marginal direct effect on consolidated operating
income and cash flows from operating activities. The Group’s interest rate risk
is related to floating interest rates on bank accounts and bank loans. The table
below shows how an increase/decrease of the interest rate on the Companys’ term
loans would have affected profit before income tax in 2022. The Group does not
have fixed-rate deposits or debt and is therefore not exposed to fair value interest
rate risk. Also refer to note 26 - Borrowings.
Interest rate risk sensitivity analysis
NOK 1000
Impact on profit
before income tax
in 2022
Interest rates (NIBOR) - increase by 100 basis points -7 363
Interest rates (NIBOR) - decrease by 100 basis points 7 363
Capital management
The primary focus of the Group’s capital structure is to assure sufficient free
liquidity in the form of cash and cash equivalents along with bank overdraft
facilities to ensure that the Group can continually service its obligations and at
the same time be able to make strategic acqusitions. In addition, the Group seeks
to maintain an optimal capital structure to reduce the cost of capital. The Group
makes sure to be within the covenants of its borowings at any time (see note 26 -
Borrowings).
Note 28, continued
117
Sikri Group ASA
Annual Report 2022
The Group’s capital consists of net interest-bearing debt (NIBD) and equity and
is being monitored through net interest bearing debt (NIBD), the NIBD/EBITDA
ratio, the interest cover ratio (EBITDA/Net financial expenses), and the equity ratio
(equity/total assets).
The key figures in the table below are not comparable to the covenants described
in note 26 – Borrowings. The key figures below are based on the actual reported
numbers and the covenants described in note 26 are based on pro forma last
twelve months EBITDA adjusted for non-recurring items.
NOK 1000 Note 2022 2021
Non-current interest-bearing borrowings 26 629 791 439 673
Current interest-bearing borrowings 26 128 479 101 000
Less: free available cash and cash equivalents 24 41 856 108 598
Net interest bearing debt (NIBD) 716 414 432 075
Total equity 1 036 665 756 869
Total assets 2 010 586 1 600 238
EBITDA (unadjusted, actual) 136 296 86 392
Net financial expenses 49 149 13 762
Key figures
NIBD/EBITDA 5.3 5.0
Interest cover ratio (EBITDA/Net financial expenses) 2.8 6.3
Equity ratio (Total equity/Total assets) 47% 47%
Accounting principles
Provisons
Provisions are recognised when: the group has a present legal or constructive
obligation as a result of past events; it is probable that an outflow of resources will
be required to settle the obligation; and the amount has been reliably estimated.
When the effect is material, provisions are determined by discounting expected
future cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and, where appropriate, the risks specific to the liability.
Contingent liabilities and contingent assets
Contingent liabilities are not recognised in the annual accounts. Significant
contingent liabilities are disclosed, with the exception of contingent liabilities that
are unlikely to be incurred. Contingent assets are not recognised in the annual
accounts but are disclosed if there is a certain probability that a benefit will be
added to the Group.
Note 28, continued Note 29 - Provisions, contingent liabilities and contingent assets
Description
The Group has as of 31 December 2022 not identified any claims, legal or other
obligations or contingent liabilities.
118
Sikri Group ASA
Annual Report 2022
Description
A related party is a person or entity that is related to one or more of the entities
of the Group. The Group companies have entered into transactions with related
parties. The transactions are summarised below. Sales to and purchases from
related parties are made on normal market terms and conditions and at market
prices. There are no commitments or contingencies on behalf of related parties.
consolidated), with the amount of TNOK 1.246 (2021: TNOK 1.434). The balance
owed from PixEdit AB at 31 December 2022 is TNOK 1.186 (31.12.2021: TNOK 905).
Reference is made to note 9 for information regarding compensation and benefits
to the management.
Note 30 - Related parties
Accounting principles
New information after the reporting period about conditions that existed at the
end of the reporting period is recognised in the financial statement. Events after
the reporting period affecting the group’s future financial position are disclosed if
material.
Note 31 - Events after the balance sheet date
Description
In 2022 it is decided that Virdi AS will be merged into Boligmappa AS (sister
company). This merger is expected to be completed by 31 May 2023 with
accounting and tax effect from 01.01.2023.
On April 17, 2023 the Group announced that it has entered into an agreement
to divest the Planning and Surveying consultancy business in Sweden, a part of
the Swedish company Metria AB. The divestment will further sharpen the Group’s
focus on scalable software and software related services. The agreed valuation
of the business unit is approximately SEK 50 million on a debt free basis, subject
to certain potential minor adjustments before closing. The transaction will be
consummated as a carve-out of the P&S business from Metria AB and closing of
the transaction is, subject to customary closing conditions, expected to take place
in early May 2023. The consideration will be paid fully in cash.
The Group companies have entered into the following transaction with related
parties who are not members of the group:
Year ended 31 December 2022
NOK 1000
Related party
Sale of products
and services to
Purchase of products
and services from
Balance
owed from
Balance
owed to
Crayon 1 142 20 286 39 356
Techstep 107
Link Mobility 129
Year ended 31 December 2021
NOK 1000
Related party
Sale of products
and services to
Purchase of products
and services from
Balance
owed from
Balance
owed to
Crayon 517 8 055 5 338
Techstep 0 84 0 9
The companies listed above are related parties as a result of key management
personnel of the Group also being members of key management personnel of
these companies.
Other related parties
In 2022 PixEdit AS sold products and services to subsidiary PixEdit AB (not
119
Sikri Group ASA
Annual Report 2022
Note 32 - Other investments and associates
Specifications
NOK 1000 Note 31.12.22 31.12.21
Investment in assosiates 20 14 345 3 445
Financial assets at fair value 22 3 194 5 781
Financial assets at amortised cost 22 12 638 3 825
Prepaid pension contributions 405 405
Total 30 582 13 456
Specification of financial assets at fair value
NOK 1000 Note Ownership share 31.12.22 31.12.21
Supertakst AS 22 10 % 2 530 2 530
Mahoom AS 22 100 % 75
Pixedit AB 22 100 % 60 60
Other investments 22 < 10 % 528
Other financial instruments
(funds)
22 0 3 191
Total 3 194 5 781
Accounting policies
Other investments comprise non-current receivables at amortized cost, loan to
associates, investment in non-listed equity instruments at fair value through profit
or loss, investments in other financial instruments (funds) at fair value through
profit and loss, investments in assosiates accounted by the equity method and
pension assets in the form of prepaid pension contributions.
Specifications of investments in associates
NOK 1000 Note Ownership share 31.12.22 31.12.21
4CGrowth AS 45.0% 10 700
Takstsentralen AS 29.6% 1 801 1 601
Simenergi AS 21.6% 1 844 1 844
Total 14 345 3 445
Specification of financial assets at amortised cost
NOK 1000 Note 31.12.22 31.12.21
Deposits 22 3 844 3 825
Loan to affiliated companies 22 8 794
Total 12 638 3 825
120
Sikri Group ASA
Annual Report 2022Annual Report 2022
Sikri Group ASA
15.7
Alternative
performance measures
The Group’s financial information in this report is prepared under International Financial Reporting Standards
(IFRS), as adopted by the EU. To enhance the understanding of the Group’s performance, the Company has
presented a number of alternative performance measures (APMs) that are regularly reviewed by management.
An APM is defined by ESMA guidelines as a financial measure of historical or future financial performance,
financial position, or cash flows, other than a financial measure defined or specified in the relevant financial
reporting framework (IFRS).
Annual recurring revenue (ARR) is defined as recurring revenue of the reporting period’s last month,
annualized. For the Group, recurring revenue used in ARR calculation is defined as revenue from time-limited
contracts where the purchase is recurring in nature; software subcriptions and related maintenance contracts,
data and analysis subscriptions and other recurring time-limited agreements.
Gross profit is calculated as operating revenue less cost of services provided.
EBIT: Earnings before interest expense, other financial items and income taxes.
EBITDA: Earnings before interest expense, other financial items, income tax and depreciations and
amortization.
EBITDA before other income and other expenses (Adjusted EBITDA) is defined as EBITDA adjusted for
costs of a nonrecurring nature. Such non-recurring costs include, but are not limited to; integration costs,
restructuring costs, acquisition costs, one-time advisory costs and other non-recurring costs. This measure is
useful to users of the Group’s financial information in evaluating underlying operating profitability.
The adjusted EBITDA margin presented is defined as EBITDA before other income and other expenses divided
by total revenues.
Net Interest Bearing Debt (NIBD) is non-current interest-bearing debt plus current interest-bearing liabilities
less cash and cash equivalents.
Alternative performance measure
121
Sikri Group ASA
Annual Report 2022
Reconciliation of alternative performance measures
NOK 1000 31.12.22 31.12.21
Revenue 1 031 512 543 242
(-) Cost of providing services 397 528 198 714
Gross Profit 633 984 344 528
NOK 1000 31.12.22 31.12.21
Operating profit 17 333 12 459
(+) Depreciation and amortisation 116 430 64 847
(+) Impairment losses 2 533
EBITDA 136 296 77 306
NOK 1000 31.12.22 31.12.21
EBITDA 136 296 77 306
(+) Other income and expenses 39 112 31 620
Adjusted EBITDA 175 408 108 926
NOK 1000 31.12.22 31.12.21
Interest-bearing debt 758 270 540 673
(+) Lease liabilities 48 389 37 246
(+) Cash and cash equivalents 50 905 118 833
NIBD 755 755 459 087
Alternative performance measures, continued
Specification of other income and expenses
NOK 1000 31.12.22 31.12.21
Listing costs (Oslo Børs) 7 014
Acquisition costs 16 704 19 422
Other M&A and integration costs 12 782 9 975
Divestment 2 063
One-time advisory costs 549 2 224
Total other income (-) and expenses (+) 39 112 31 620
122
Sikri Group ASA
Annual Report 2022
16 Sikri Group ASA financial statements
16.1
Revenue statement Sikri Group ASA 123
16.2
Balance sheet Sikri Group ASA 124
16.3
Changes in shareholders’ equity Sikri Group ASA 126
16.4
Cash flow statement Sikri Group ASA 127
16.5
Notes 128
123Annual Report 2022
Sikri Group ASA
16.1
Revenue statement
Sikri Group ASA
NOK 1000 Note 2022 2021
Operating income and operating expenses
Revenue 1 18 684 8 184
Total income 18 684 8 184
Employee benefits expense 2 21 273 9 300
Other expenses 2, 3 25 046 9 459
Total expenses 46 319 18 759
Operating profit -27 635 -10 575
Financial income and expenses
Finance income 4 79 005 20 830
Finance expense 4 48 717 13 823
Net financial items 30 288 7 006
Net profit before tax 2 652 -3 568
Income tax expense 5 1 295 -784
Net profit after tax 1 357 -2 785
Net profit or loss 1 357 -2 785
Attributable to
Other equity 1 357 0
Transferred from other equity 0 2 785
Total 1 357 -2 785
124Annual Report 2022
Sikri Group ASA
16.2
Balance sheet
Sikri Group ASA
NOK 1000 Note 2022 2021
Assets
Non-current assets
Intangible assets
Deferred tax assets 5 0 784
Total intangible assets 0 784
Non-current financial assets
Investments in subsidiaries 6, 7 1 830 382 1 128 702
Loan to group companies 8 70 000 107 000
Total non-current financial assets 1 900 382 1 235 702
Total non-current assets 1 900 382 1 236 486
Current assets
Debtors
Other short-term receivables 3 637 258
Receivables from group companies 8 99 520 24 384
Total receivables 103 157 24 643
Cash and cash equivalents 9 28 084 48 393
Total current assets 131 241 73 036
Total assets 2 031 623 1 309 522
Equity and liabilities
Equity
Paid-in capital
Share capital 10 2 549 1 880
Share capital, not registered 0 9 611
Share premium reserve 1 005 748 683 396
Total paid-up equity 1 008 297 694 888
Retained earnings
Other equity 18 038 8 176
Total retained earnings 18 038 8 176
Total equity 1 026 335 703 063
125Annual Report 2022
Sikri Group ASA
16.2
Balance sheet
Sikri Group ASA
Continued
NOK 1000 Note 2022 2021
Liabilities
Provisions
Deferred tax 5 1 295 0
Total provisions 1 295 0
Other non-current liabilities 0 0
Liabilities to financial institutions 7 748 569 480 973
Total non-current liabilities 748 569 480 973
Current liabilities
Trade payables 8 6 858 281
Public duties payable 1 004 548
Liabilities to group companies 8 223 896 59 331
Other current liabilities 7 23 667 65 326
Total current liabilities 255 425 125 486
Total liabilities 1 005 289 606 458
Total equity and liabilities 2 031 623 1 309 522
Martine Dragset
Board Member
Oslo,
27 April 2023
Sigrun Syverud
Board Member
Preben Rasch-Olsen
Board Member
Rolv Erik Ryssdal
Chairperson
Nicolay Moulin
CEO
Jens Rugseth
Board Member
126Annual Report 2022
Sikri Group ASA
16.3
Changes in
shareholders’ equity
Sikri Group ASA
NOK 1000
Share capital
Share
premium
Share capital,
not registered Other equity Total equity
Equity 1 January 2021 1 480 237 173 6 618 245 271
Capital increase 400 446 223 446 623
Capital increase, not registered 9 611 9 611
Share-based payments 4 343 4 343
Result for the year -2 785 -2 785
Equity 31 December 2021 1 880 683 396 9 611 8 176 703 063
NOK 1000
Share capital
Share
premium
Share capital,
not registered Other equity Total equity
Equity 1 January 2022 1 880 683 396 9 611 8 176 703 063
Capital increase 668 322 352 323 021
Capital increase, not registered -9 611 -9 611
Share-based payments 8 505 8 505
Result for the year 1 357 1 357
Equity 31 December 2022 2 549 1 005 748 0 18 038 1 026 335
127Annual Report 2022
Sikri Group ASA
16.4
Cash flow statement
Sikri Group ASA
NOK 1000 Note 2022 2021
Cash flows from operating activities
Profit (loss) before income tax 2 652 -3 568
Taxation paid 0 0
Depreciation and amortization 0 0
Share-based payment expense 1 891 1 767
Change in trade receivable -1 946 0
Change in trade payable 6 577 -72
Change in other liabilities and receivables -70 503 -29 104
Net cash flow from operating activities -61 329 -30 978
Cash flows from investment activities
Payments for acquisition of subsidiaries -694 068 -921 031
Proceeds from other investments 37 000 3 000
Net cash flows from investment activities -657 068 -918 031
Cash flows from financing activities
Proceeds from issuance of new long-term liabilities 699 500 505 930
Proceeds from issuance of equity 312 411 456 235
Repayments of liabilities -478 389 -123 000
Net cash flows from financing activites 533 522 839 165
Change in group account 164 566 59 331
Net increase (decrease) in cash and cash equivalents
-20 309 -50 513
Cash and cash equivalents 1. January 48 393 98 906
Effect of exchange rate changes on cash and cash equivalents 0 0
Cash and cash equivalents 31. December 28 084 48 393
128Annual Report 2022
Sikri Group ASA
16.5
Notes
General information and summary of significant accounting principles
Corporate information
Sikri Group ASA is a publicy listed company on Euronext Oslo Børs, with the ticker symbol SIKRI. Sikri Group ASA
was admitted to trading on Euronext Oslo Børs on 7. July 2022. Sikri Group ASA is incorporated and domiciled
in Norway. The Company’s principal offices are located at Dronning Mauds gate 10, 0250 Oslo, Norway.
The Company’s financial statements for the year ended 31 December 2022 were authorized for issue in
accordance with a resolution of the Board of Directors on 27 April 2023.
Sikri Group ASA has been granted exemption from the Norwegian Tax Authority to publish its Annual Report in
English only.
The Company, as used in these financial statements, is the Parent Company under the Consolidated Financial
Statements also included in this Annual Report.
Basis of preparation
The Company’s financial statements have been prepared in accordance with Norwegian Accounting Act and
generally accepted accounting principles (NGAAP). The functional and presentation currency of the parents
company is Norwegian krone (NOK).
Going Concern
The annual accounts have been prepared based on the going concern assumption in accordance with section
3-3a of the Norwegian Accounting Act. This is based on the Group’s plans, budgets and level of activity going
forward.
Use of estimates
The preparation of annual accounts in accordance with the Accounting Act requires the use of estimates. It also
requires Group management to exercise judgment in applying the Group’s accounting policies. 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.
129
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Annual Report 2022
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.
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
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
Revenue
Income from sales of services are recognized at fair value, net after deduction of
VAT, returns, discounts and reductions.
Share-based payments
Equity-settled share-based payments to employees and others providing services
are measured at the fair value of the equity instruments at the grant date. The fair
value measured at the grant date is determined using the Black-Scholes model,
which takes into account the exercise price, the expected lifetime of the option, the
current price of the underlying shares, the expected volatility of the share price, any
dividend expected on the shares and the risk-free interest rate for the life of option.
The expected share price volatility is based on historical volatility for a selection of
comparable listed companies. The risk-free rate is based on published government
zero-coupon yields published by the Central Bank of Norway.
130
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Annual Report 2022
Pensions
The Company has a defined contribution pension plan for its employees
which satisfies the statutory requirements in the Norwegian law on required
occupational pension (“lov om obligatorisk tjenestepensjon”). The scheme is a
defined contribution plan. Contributions are paid to pension insurance plans and
charged to the income statement in the period to which the contributions relate.
Once the contributions have been paid, there are no further payment obligations.
Foreign currency
Foreign currency transactions are translated at the exchange rate on the date
of the transaction. Monetary foreign currency items are translated to NOK at
the exchange rate on the balance sheet date. Non- monetary items that are
measured at historical cost in a foreign currency are translated to NOK using the
exchange rate on the transaction date. Non-monetary items that are measured at
fair value in a foreign currency are translated to NOK using the exchange rate on
the measurement date. Exchange rate fluctuations are posted to the profit and
loss account as they arise under other financial items
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 - Revenue
Sikri Group ASA provides services within management, finance, accounting and
general administration, handling joint supplier agreements and other services that
belongs under intra-group services. Theses services are invoiced to subsidiaries
that are directly or indirectly owned ( > 90 %).
Revenue
NOK 1000 2022 2021
Revenue from services performed 18 684 8 184
Total 18 684 8 184
Geographical distribution
NOK 1000 2022 2021
Norway 18 684 8 184
Total 18 684 8 184
131
Sikri Group ASA
Annual Report 2022
Note 2 - Salary costs and benefits, remuneration to the chief
executive and board
Salary costs
NOK 1000 2022 2021
Salaries and holiday pay 13 632 4 905
Employment tax 1 781 812
Pension costs 519 206
Share-based payments 1 891 1 767
Other benefits 3 449 1 610
Total 21 273 9 300
Average number of man-years 7 2
Pension obligations
Sikri Group ASA has a pension scheme that meets the requirements set out in
the Obligatory occupational pension Act. At 31 December 2022 the Company’s
pension scheme has 11 members. The cost of pension is specified in the above
table.
Bonus and share-based payment
For information about bonus and share-based payment programs, see note 9 and
10 to the consolidation financial statements.
Remuneration to Corporate Management and Board of Directors
Information about remuneration of the Board of Directors and the executive
management is included in note 9 to the consolidation financial statements. For
information about bonus and share-based payment programs, see note 10 to the
consolidation financial statements.
Note 3 - Other expenses
Specification of other operating expenses
NOK 1000 2022 2021
General IT, licenses and hosting 1 542 134
Advisors and consultants 19 861 8 683
Facilities and office costs 1 078 316
Sales and marketing 1 019 96
Training, travel and meetings 1 546 230
Total 25 046 9 459
Specification of audit fees
NOK 1000 2022 2021
Statutory audit 991 671
Assurance services 850 251
Other services 21 0
Total 1 862 922
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Note 4 - Financial income and expense
Finance income
NOK 1000 2022 2021
Income from subsidiaries 72 406 15 219
Interest income from group entities 4 890 5 586
Other interest income 155 24
Profit on foreign exchange 1 554 0
Total 79 005 20 830
Finance cost
NOK 1000 2022 2021
Interest expense to group entities 1 886 0
Other interest expense 46 636 13 509
Loss on foreign exchange 186 0
Other financial expenses 9 314
Total 48 717 13 823
Note 5 - Tax
This year’s tax expense
NOK 1000 2022 2021
Entered tax on ordinary profit/loss:
Payable tax 0 0
Too much/little allocated previous years -784 0
Changes in deferred tax 2 079 -784
Tax expense on ordinary profit/loss 1 295 -784
Taxable income:
Result before tax 2 652 -3 568
Permanent differences 1 321 6
Changes in temporary differences -3 424 0
Allocation of loss to be brought forward -549 0
Taxable income 0 -3 562
The tax effect of temporary differences and loss for to be carried forward that has
formed the basis for deferred tax and deferred tax advantages, specified on type
of temporary differences.
NOK 1000 2022 2021 Difference
Allocations and more -90 0 90
Other differences 7 042 0 -7 042
Total 6 952 0 -6 952
Accumulated loss to be brought forward -1 066 -3 562 -2 497
Basis for deferred tax 5 886 -3 562 -9 448
Deferred tax (22 %) 1 295 -784 -2 079
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Note 6 - Subsidiary
Investments in subsidiaries are recognised according to the cost method in the
Company’s financial statements.
The table below sets forth Sikri Group ASA’s ownership interest in subsidiaries.
Information about indirectly owned subsidiaries are included in note 20 to the
consolidation financial statements.
Revenue
Company Location Ownership Voting rights
Carrying
amount as of
31 Dec 2022
Carrying
amount as of
31 Dec 2021
Sikri AS Oslo 100 % 100 % 143 498 104 415
Sureway AS *) Oslo 100 % 100 % 0 33 792
Ambita AS Oslo 100 % 100 % 992 709 990 495
Metria AB Stockholm 100 % 100 % 694 176 0
Total 1 830 382 1 128 702
*) Sureway AS was merged with Sikri AS as of 1 January 2022.
Note 7 - Borrowings
Liabilities with a maturity later than 5 years
NOK 1000 2022 2021
Debt to credit institutions 629 791 429 973
Total 629 791 429 973
Liabilities with a maturity within 1 year
NOK 1000 2022 2021
Debt to credit institutions 118 778 51 000
Other short-term debt 9 701 50 000
Total 128 479 101 000
A first priority pledge has been placed on the shares in subsidiaries as security for
debt to credit institutions. The carrying amount of investments in subsidiaries is
shown in the table below.
Carrying amount of assets used as security
NOK 1000 2022 2021
Investments in subsidiaries 1 830 382 1 128 702
For more information about securities, terms and covenants for debt to credit
institutions and other long-term debt, see note 22 and 26 in the consolidation
financial statements.
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Note 8 - Related party transactions
Revenues are mainly sale of intra-group services to other Group companies.
Purchases form other Group companies consist mainly of consultancy fees in
strategic Group projects, property lease, IT-operations and maintenance.
Sikri Group ASA conducts the main part of external debt financing in the Group
and provides loans and receives deposits from Groups companies. Transactions
between the companies will therefore also consists of interest income. All
agreements and transactions are entered into on commercial terms and at arm’s
length.
In addition, Group contributions and dividends from Group companies are
recognised as financial income in the year of disposal and balances related to this
are included in receivables on Group companies.
Transaction with Group companies
NOK 1000 2022 2021
Sale of services 18 684 8 184
Purchase of services 4 271 0
Loan interest received 4 890 5 586
Interest paid on borrowings 1 886 0
Receivables on Group companies
NOK 1000 2022 2021
Long-term receivables 70 000 107 000
Trade and other receivables 29 893 9 165
Group contribution received 69 628 15 219
Total 169 520 131 384
Liabilities to Group companies
NOK 1000 2022 2021
Group cash pooling 223 896 59 331
Accounts payable 327 0
Total 224 223 59 331
Sirki Group ASA is the main account holder in a cash pooling agreement. Cash
holdings of the participants are classified as short-term receivables in the Group
companies financial statements. All participants are jointly and severally liable for
any outstanding balance on the group account.
Note 9 - Restricted funds
Restricted funds
NOK 1000 2022 2021
Tax deduction account 648 233
Note 10 - Share capital, shareholders etc.
The share capital in Sikri Group ASA as at 31 December 2022 was NOK 2 548 860
consisting of 127 442 977 ordinary shares at NOK 0.02 per share. The Company’s
shares have equal voting rights. For information of shareholders see note 25 to the
consolidated financial statements.
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17 Auditor’s report
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Image credits:
Page 2 and 4: iStock
Page 5: Christopher Fey/NTB
Page 9: Sara Rossi Photography
Page 40: Shutterstock
Sikri Group ASA
Dronning Mauds gate 10
0250 Oslo, Norway
sikrigroup.com
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