Annual Report 2023
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2
Contents
YEAR IN REVIEW
Financial highlights 3
CEO letter 4
Highlights of the year 6
ABOUT CRAYON
Crayon in brief 7
Executive management 8
The Crayon Share 10
BOARD OF DIRECTORS’ REPORT
Board of Directors 17
CORPORATE GOVERNANCE
Statement of Corporate Governance 19
FINANCIALS
Consolidated statement of profit or loss
and other comprehensive income 24
Consolidated statement of financial position as
of December 31 25
Consolidated statement of cash flows 26
Consolidated statement of changes in equity 27
Statement of income 1.1 - 31.12 54
Balance sheet as of 31.12 55
Cash flow statement 56
Responsibility statement from the
Board of Directors 61
Auditor’s report 62
Alternative performance measures 65
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
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Adjusted EBITDA
NOK millions
Revenue
NOK millions
Gross profit
NOK millions
Gross profit by market clusters
NOK millions
26%
Gross profit growth
10%
Adjusted EBITDA growth
16%
Adjusted EBITDA margin
4,021
FTEs
Financial highlights
Key figures
(NOK millions)
2023 2022 2021
Revenue 6,397 5,200 3,659
Gross profit 5,662 4,496 3,165
EBITDA 745 751 580
Adjusted EBITDA 919 839 644
EBIT 442 417 405
Net income -159 23 245
Earnings per share -1.29 0.29 2.59
Adjusted EBITDA margin 16.2% 18.7% 20.3%
(NOK millions)
2023 2022 2021
Liquidity reserve 2,726 1,487 1,992
Net working capital -1,121 -121 -463
Leverage ratio (multiple) 1.3 2.2 1.8
Full time employees (FTE) 4,021 3,447 2,900
For further details see Alternative performance measures.
3,659
6,397
2021 20232022
5,200
3,165
4,496
2021 20232022
5,662
2021 20232022
644
839
919
20222019 2020 2021 2023
NordicEurope, US, APAC & MEA HQ/Elim
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
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CEO letter
The year 2023 at Crayon was one of strategic
growth and investments in a dynamic market
impacted by uncertainty in both the geopolitical
arena and the global economic environment.
We continued to focus on helping customers
reduce costs, optimize their software and cloud,
and leverage new opportunities in AI to improve
productivity.
Our growth remains impressive. In the last three
years we have more than doubled our gross
profit and EBITDA. We ended 2023 with a 26% YoY
for the year, driven in particular by strong growth
in the Nordics, which was up 21%, and Europe,
which increased 40%. The 2023 results clearly
demonstrate our continued competitiveness
and solid position in our most mature market
and our ability to replicate our success in newer
geographies.
We have a resilient business model because of
our 22-year commitment to sit on our customers’
side. Always.
Global market
According to Gartner
1
: "global IT spending growth
slowed down to 4.8% in constant currency, after a
strong 2022 performance of 8.7%, partly due to a
cautious response to a tepid macroenvironment."
This led some companies to reassess their consulting
spend.
Our growth of 26% reflects the strength of our
business model, particularly in meeting the demand
for software and cloud, which is foundational to our
operations.
Our business focus
As we navigate through dynamic market conditions,
our company remains focused on four key areas:
Software Procurement: We assist customers in
procuring and purchasing software, negotiating
contracts, and ensuring software compliance.
IT Cost Management: We help customers achieve
ROI on their spend across software and cloud with
extensive SAM and FinOps capabilities.
Cloud Services: We aid our customers in adopting
technology and managing their IT estates effectively,
providing expertise in modern work, cybersecurity,
and cloud migration and modernization.
Data and AI Solutions: We deliver innovative solutions
in data platforms, computer vision, language
technologies, and machine learning, enhancing
business efficiency and productivity.
In 2023, we saw the rapid acceleration in generative
AI with productivity solutions such as Microsoft
365 Copilot, Google Gemini, and Amazon Q. Our
investments in AI and machine learning over the last
nine years put Crayon in a unique position to help
our customers reap the benefits of GenAI and create
innovative solutions whatever their chosen platform.
Our market performance
We are pleased to report growth in Gross Profit
across all markets for 2023. The Nordics, our largest
market, continues to exhibit strong demand, driven
in particular by our software and cloud business.
Performance in Europe demonstrates the continued
investments in service capabilities with the consulting
business, growing 54%.
The APAC and MEA regions saw a mixed performance
during 2023 growing 9% in total. In the US, ongoing
investments support planned growth, and we continue
to execute our growth strategy for that market.
Adjusted EBITDA growth was 10% YoY. While this
reflects the resiliency of software and cloud in our
business, profitability performance was negatively
impacted by the consulting business. Crayon has
always been growth-oriented and invested ahead
of the curve and 2023 was no exception. We strongly
believe the market for consulting will grow in 2024 and
we will continue to be mindful of balancing growth
and profitability.
Improving our working capital has been a key focus
area throughout the year and I am very happy to see
the result of this work materializing in an operating
cash flow of NOK 1.4 billion. This is an improvement
of NOK 1.3 billion compared to 2022. I am confident
that the actions we have taken will continue to deliver
improved performance also in 2024.
1
Gartner®: Gartner Market Databook 4Q23 update. Published: 21
December 2023. By John-David Lovelock, Linglan Wang, Adrian
O'Connell, Ranjit Atwal, Srujan Akurathi, Amarendra, Arunasree
Cheparthi, Grigory Betskov, Megan Fernandez.
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
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We have been on an international growth journey
since our IPO, and we are well-positioned to
support our customers with long-term market
opportunities given our scale and global strength.
We remain committed to our growth, profitability,
and strengthening our cash generation to improve
shareholder value.
Our sustainability
In 2023 our environmental, social, and governance
(ESG) program remained on a positive trajectory,
adding value to the business by contributing to
meeting customer and investor expectations,
strengthening our reputation in the ESG space, and
informing the management of regulatory and other
risks.
We achieved groupwide ISO 37001 certification,
affirming we have robust systems in place to
manage bribery-related risks and incidents. As our
workforce grew, we continued to offer employees safe
working conditions with opportunities for learning,
development, and career progression. In addition, we
cultivated a culture of diversity, equity, and inclusion,
with 65 nationalities represented in our workforce and
women fulfilling 32% of all roles at Crayon.
We measured our greenhouse gas emissions,
recognizing the significant effects of climate change.
We practiced circular economy principles by launching
our global sustainable device management program
to purchase more environmentally friendly equipment
for employees.
Please refer to our separate 2023 ESG Report for more
detailed information on our ESG achievements.
Our people
Our success is attributed to our people – the most
crucial asset of our organization. The Crayon culture,
characterized by a hunger to win, customer obsession,
passion, and a willingness to support, will always be
our driving force.
Our global team of Crayonites share the company’s
commitment to the greater good. That is reflected
through our Crayon Cares volunteer program, which
grew in 2023 to include nearly half of our workforce
that volunteered for a total of 16,400 hours.
Teams around the world helped their communities
by planting trees, supporting people with disabilities,
donating clothes and shoes as well as raising funds
for mental health programs, breast cancer awareness,
impoverished families, and more.
Our appreciation
I would like to take this moment to showcase my
gratitude for being able to lead a company as
incredible as Crayon. I’m humbled by the more than
4000 Crayonites who inspire me to give my best each
and every day because I know they do the same. That
commitment has fueled our growth this year and will
continue to do so in the years to come.
Thank you for a wonderful 2023 and I am looking
forward to more in 2024.
Kind regards,
Melissa
Our growth reflects the strength of
our business model, particularly in
meeting the demand for software
and cloud, which is foundational to
our operations.
– Melissa Mulholland, CEO
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
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Q1
January
• Crayon strengthens its extended management
team with Michael Jacobs joining as Executive
Vice President of Nordics and Martin Modl as
the Executive Vice President of Western Europe.
• Global Diversity, Equity, and Inclusion training
series is released to the entire company.
February
• Established the Crayon Trust Unit, a one
stop shop that includes privacy, compliance,
security, integrity, and more.
• India wins Great Place to Work certification for
3rd consecutive year.
March
• Visited the UN as part of providing technology
solutions for the United Nations Environment
Program.
Highlights of the year
Q2
April
• Crayon US wins Great Place to Work
certification.
• Crayon places No. 5 on the SHE Index, Europe’s
largest gender diversity index.
May
• Crayon United Arab Emirates and Crayon
Africa win Great Place to Work certification.
June
• Introduction of One Crayon Sales Methodology
to have a consistent approach to sales activities
and customer/ partner engagements.
• Global Value Awards ceremony in Oslo for
selected employees.
Q3
July
• Crayon featured prominently at Microsoft Inspire
through videos, presentations and awards.
August
• Crayon appoints Brede Huser as Chief
Financial Officer and Jon Birger Syvertsen as
Chief Strategy Officer.
• The launch of Crayon’s FinOps platform called
Optima-iQ.
• New cohort of Female Leadership Program begins.
• New office in Arendal, Norway opens.
September
• Crayon and our subsidiary company Anglepoint
were named as Leaders in the Magic Quadrant for
Software Asset Management Managed Services
1
.
Q4
October
• Crayon becomes one of the select few partners
with early access to Microsoft 365 Copilot.
• Announcement of new partnership with Google
Cloud.
November
• Crayon Norway for hosting a successful
NIC Cloud Connect event with about 1,600
participants.
• Global Employee Feedback survey finds
employees score Crayon 4.2 out of 5.0.
December
• Crayon hosts AI session at the prestigious
United Nations Climate Change Conference in
Dubai.
• Fadzai Munyaradzi appointed as the global
Vice President of Environmental, Social and
Governance (ESG).
1
Gartner®: Magic Quadrant for Software Asset Management Managed
Services. Published 05 September 2023. By: Yoann Bianic, Stephen White,
Jaswant Kalay, and Yolanda Harris
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
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Crayon is a customer-centric innovation and IT
services company that believes in the power of
technology to drive the greater good.
We help our customers reduce costs, manage
software and cloud services, and leverage
advanced technology to create business value.
Crayon in brief
6.4 NOK billion
Revenue
49.1 NOK billion
Gross sales
80,000 customers
From SMEs to large enterprises,
with a high share in public sector
46 countries
Where Crayon is located
4,021 FTEs
Full-time equivalent
employees worldwide
4 Main service offerings
• Software procurement
• IT cost management
• Cloud services
• Data and AI solutions
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Melissa Mulholland
Chief Executive Officer
Melissa was appointed as CEO in March 2021 after
joining Crayon in September 2020 as Chief Services
& Solutions Officer, responsible for leading the global
strategy to drive long-term customer success and
innovation in the cloud. An acknowledged global
expert in digital transformation, Melissa joined the
company after a distinguished 12-year career at
Microsoft where she led the global strategy and
business development on how companies can be
profitable in the cloud with an additional focus on
talent development. Prior to Microsoft, Melissa worked
at Intel Corporation as a Finance Manager.
Melissa holds an MA in Business Administration
and Strategic Management from Regis University in
Colorado and is the author of no less than 12 books
focusing on building cloud businesses. A US national,
she lives in Oslo, Norway.
Gudmundur Adalsteinsson
Chief Sales Officer
Gudmundur Adalsteinsson joined Crayon in 2013
and has since filled several roles including founding
Crayon Iceland and serving as vice president of
Channel. He also founded Ice Distribution, a subsidiary
of Crayon. Prior to Crayon, Gudmundur spent 10 years
at Microsoft, where he worked in Denmark, Iceland,
and New Zealand in different sales and partner
management roles.
Gudmundur holds a bachelor’s degree from Ecole
Hoteliere de Lausanne. He is an Icelandic citizen
who studied and worked in Switzerland, US, and
New Zealand and currently resides in Copenhagen,
Denmark.
Erwin Heinrich
Chief Operating Officer
Erwin Heinrich was appointed COO in November
2022, where his focus is on strengthening Crayon’s
global ability to execute and scale efficiently. He has a
proven record in business transformation, expansion,
and unlocking business potential, as demonstrated in
several senior management positions.
As a General Manager for Crayon Austria, he
previously rebuilt the organization and established
the office to host Crayon’s Data and AI Center of
Excellence.
Erwin has a Master’s degree in Economics and
Computer Science from the Technical University of
Vienna. He is an Austrian citizen, residing in Vienna.
Brede Huser
Chief Financial Officer
Brede Huser joined Crayon in September 2023 as the
Chief Financial Officer. He previously was the CEO and
CFO at Flyr starting in November 2022 and before that,
he had been Flyr’s CFO since 2020.
Brede has over 15 years of experience from Norwegian
Air Shuttle, including being a part of the financial
management from 2006 to 2015, and as the managing
director of Norwegian Reward from 2015 to 2020. In
addition, he has 10 years of experience in financial and
consultant positions in Orkla, Arthur Andersen, and
Ernst & Young. He has a master of science in finance
from the BI Norwegian Business School.
He is a Norwegian citizen, residing in Oslo, Norway.
Executive management
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
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Bente Liberg
Chief Human Resources Officer
Bente Liberg joined Crayon in March 2002 and has
held various positions in the company, operating
first as Consulting Manager and then, from 2007, as
Director of HR & Business Development. In 2010 she
was appointed COO. Bente has 15 years of experience
as an IT infrastructure consultant and nine years as a
manager for IT consultants. Since 2022 she has been
our CHRO, focusing on our employees. Her previous
employers include Netcenter, EDB, and Eterra/
Getronics. Bente studied at the NKI Computer College
(DPH). She is a Norwegian citizen, residing in Oslo,
Norway.
Florian Rosenberg
Chief Technology Officer
Florian is responsible for leading the global services
business, product/IP strategy, and group IT. He joined
Crayon in June 2019 and previously served as Vice
President for Data & AI Technologies where he led
Crayon’s global technical strategy and delivery for
data and AI.
Florian has over 15 years of IT experience and a strong
passion for technology leadership. Before Crayon, he
held several leadership roles, most notably at IBM
in the US and Europe, where he was responsible for
developing innovative solutions in cloud, DevOps, and
AI to enable long-term customer success. Additionally,
he has vast experience in leading IT and support
teams as well as running critical enterprise systems.
Florian has a PhD in Computer Science from Technical
University in Vienna, Austria and has lived and worked
in Austria, Australia, and the US. He holds several
patents and is the author of numerous highly cited and
peer-reviewed publications. He is an Austrian national
living in Vienna.
Jon Birger Syvertsen
Chief Strategy Officer
Jon Birger became Crayon's Chief Strategy Officer
in September 2023. He joined Crayon in March 2018
as CFO. During his tenure as a CFO in Crayon he
built a global finance organization and oversaw the
expansion of Crayon into 28 new markets while also
making several large acquisitions including rhipe in
Australia/APAC, leading to a 4x growth in gross profit
and a 7x growth in EBITDA.
Before joining Crayon, he was the CFO of Kebony
AS, held management/business development roles
at FMC Health & Nutrition and Epax AS, and spent
5 years as a management consultant at McKinsey &
Company, where he was a member of the Corporate
Finance practice.
Jon Birger holds a Master of Science degree in
Industrial Economics and Technology Management
from the Norwegian University of Science and
Technology (NTNU) and Universität St. Gallen in
Switzerland.
He is a Norwegian citizen, residing in Oslo, Norway.
Executive management
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
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The Crayon Share
Crayon aims to provide value creation and
attractive, long-term return to shareholders by
delivering on its business plan and maintaining
timely and accurate communications with
the capital markets. The objective of Crayon’s
investor relations is to ensure that the share price
accurately reflects the Company’s value, risk,
and growth opportunities.
Communicating with investors and analysts is a high
priority for Crayon Group Holding ASA. The objective
is to ensure fair valuation of the Company’s securities
by providing existing and potential investors and
other stakeholders with simultaneous access to
timely, relevant, and up-to-date information about
Crayon. All investor relations activities are conducted
in compliance with relevant rules, regulations, and
recommended practices.
During 2023 the Company completed a broad range
of investor activities, participating in several investor
conferences and held around 150 investor meetings.
The Group publishes quarterly financial results
with live earnings presentations held by senior
management. All reports and presentations are open
to the wider investor community and made available
online at www.crayon.com/investor-relations.
Share capital and ownership
Crayon’s share is listed on Oslo Børs (the Oslo Stock
Exchange) under the ticker code CRAYN. As of
December 31, 2023, the share capital in the Company
was NOK 89 574 924, divided into 89 574 924 shares,
each with a nominal value of NOK 1.00. Crayon has
one share class, and each share carries a right to one
vote.
As of December 31, 2023, Crayon had 5,879 private
and institutional investors, of which approximately 48%
Norwegian, 12% from Sweden, and 10% from the US.
The remaining 23% were spread across various
international markets.
The share capital increased by NOK 289 156 in
2023, related to shares issued in relation to Crayon’s
employee stock purchase plan.
During 2023, the Company repurchased 1 274 700
shares in connection with the Company's employee
share based compensation programs.
Share performance
At year-end, the share price was NOK 84.70,
corresponding to a market capitalization of NOK
7.6bn. The highest share price achieved was NOK 121
in June, while the lowest price of NOK 62 was recorded
in September. Total return on the share in 2023 was
minus 15%.
Share price and OSEBX
Index
1
development 2023
Share price development since IPO
Geographical shareholder distribution
472.3%
Return on investments since IPO
5,879
Number of shareholders
Geographical shareholder distribution
Norway (48.0%)
Sweden (12.4%)
United States (10.2%)
The Netherlands (8.3%)
Luxembourg (7.7%)
Other (13.4%)
0
50
100
150
200
250
60
90
120
150
Share price OSEBX Index
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Shareholders
Name Shares Ownership (%)
OEP ITS Coöperatief Holding U.A
7,400,000 8.26%
Karbon Invest AS
4,800,000 5.36%
Skandinaviska Enskilda Banken AB
4,117,358 4.60%
Nordnet Bank AB
3,789,728 4.23%
State Street Bank and Trust Comp
2,807,160 3.14%
The Bank of New York Mellon
2,700,354 3.01%
J.P. Morgan SE
2,289,174 2.56%
Folketrygdfondet
2,091,719 2.34%
Hvaler Invest AS
2,000,340 2.23%
Verdipapirfondet DNB Norge
1,903,226 2.12%
Ten largest shareholders 33,899,059 37.8 %
Other shareholders 55,675,865 62.2 %
Total 89,574,924 100%
Financial calendar
Q1 2024 report May 7, 2024
Annual general meeting May 15, 2024
Q2 2024 report August 29, 2024
Q3 2024 report November 6, 2024
Q4 2024 report February 12, 2025
Ownership structure
Number of
shares held
Number of
shareholders
Total number
of shares
Proportion of
share capital
1–1,000 4,260 1,090,841 1.22%
1,001–10,000 1,218 4,240,152 4.73%
10,001–100,000 294 8,204,865 9.16%
100,001–500,000 74 17,102,959 19.09%
500 001– 33 58,936,107 65.80%
Analyst coverage
Company Analyst Phone Email
ABG Sundal Collier Øystein Elton Lodgaard +47 22 01 61 40 oystein.lodgaard@abgsc.no
Arctic Securities Kristian Spetalen +47 95 10 08 87 kristian.spetalen@arctic.com
Berenberg Karl-Oskar Vikstrom +44 20 3465 2647 karl-oskar.vikstroem@berenberg.com
BNP Paribas Exane Martin Jungfleisch +49 69 4272 97328 martin.jungfleisch@exanebnpparibas.com
Carnegie Oliver Pisani +47 22 00 94 25 oliver.pisani@carnegie.no
Danske Bank Mads Ek Strøm +47970 94 175 madstr@danskebank.com
DNB Markets Christoffer Wang Bjørnsen +47 24 16 91 43 christoffer.wang.bjornsen@dnb.no
SpareBank 1 Markets Petter Kongslie +47 24 14 74 96 petter.kongslie@sb1markets.no
SEB Markus Heiberg +47 21 00 85 22 markus.heiberg@seb.no
Pareto Securities Olav Rødevand +47 22 87 87 30 olav.rodevand@paretosec.com
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Board of Directors’ report
Summary
2023 marked yet another year with strong growth
across all markets and businesses. Crayon’s
international expansion journey continues and during
the year the Company made strong progress in
scaling up its international businesses.
The market for software and cloud remained strong
and the introduction and commercialization of AI
also supported the company’s demand in services.
Customers are working together with their software
suppliers to plan and understand how to best utilize
new technologies to provide positive business
outcome and efficiency.
Increased inflation as well as significant investments
in the service business has impacted profitability
during the year. Actions have already been initiated to
improve profitability going forward.
Working capital performance has been a key priority
during 2023. Several actions have been taken to
strengthen working capital and in Q4, the Company
delivered a record high operating cash flow driven by
working capital changes. Working capital remains a
key priority going forward.
The Company continued to invest in new tech resources
during the year, adding a total of 574 new FTEs. Changes
were also made to strengthen the management team.
In September, Jon Birger Syvertsen took on the position
as Chief Strategy Officer, while Brede Huser came in
as Chief Financial Officer. Expanding the leadership
capacity is an important step toward capturing the
strong demand for Crayon’s services.
About Crayon
Crayon is a leading global innovation and IT services
company that helps customers reduce cost, manage
software and cloud services, and leverage advanced
technology to create business value.
Crayon Group Holding ASA is the holding and parent
company of the Crayon Group. The Company is
headquartered in Oslo, Norway, and had 4,021 full
time equivalent (FTE) employees across 46 countries
at the end of 2023.
Through licensing, software and cloud economics,
security, modern workplace, or data and AI, Crayon
aims to create business value for customers and
partners. We have a unique customer-centric go-to-
market strategy, combining skilled expert consultants
and high-quality tools.
Crayon’s core strategy of putting our customers’
value creation first by focusing on both the business
benefits and the costs is driven by the fundamental
belief that Software and Cloud Economics (“SCE”) is
the foundation of all intelligent IT decision-making.
Through the business divisions of Services and
Software, Crayon’s goal is to help customers optimize,
manage, and utilize the relationship with software
vendors through the IT lifecycle, thus establishing
long-lasting and trusted relationships with customers.
Market environment
During 2023, the macro-economic climate continued
to be challenging. Economic growth remained muted
in many parts of the world and inflationary pressure
continued. Central banks hiked rates and continue to
monitor developments, adjusting their monetary policy
accordingly.
Global IT spending growth slowed down from 8.7%
in 2022 to 4.8% in 2023, partly driven by a cautious
response to the tepid macroenvironment. Hardware
and datacenter systems declined significantly, while
software remained robust growing by 13%. Growth
in IT services decelerated during the second half
of the year. While companies increased attention
on leveraging AI-enabled technology, demand for
traditional services was muted as companies took a
cautious approach towards new investments.
Facing these conditions, in 2023 Crayon continued to
focus on capitalizing and strengthening the positions
in each of our geographic markets, improving growth
and profitability based on our goto-market strategy,
as well as continuing to invest in new technologies and
capabilities to further support our customers.
The commercialization of AI through Chat GPT,
Microsoft 365 Copilot, Google Duet, including
hundreds of ISVs’ AI applications will drive increased
software cost both on productivity and cloud
consumption. This will also increase demand for
bespoke AI solutions, whether it’s specialized prebuilt
for certain purpose or development for new solutions.
Crayon’s customers continue to invest in digital
transformation to enable further cost efficiencies
into their IT budgets. However, to enable AI several
prerequisites are needed. Crayon can help them
assess using Copilot on its own and what features and
additional data sources are required. Furthermore,
assessing compliance and governance requirements
to access data and information is critical. Ensuring
their role-based access controls and governance is
up to par as well as identifying gaps in the current
setup and how to prevent unintentional oversharing of
information is a key priority for customers. In addition,
innovative AI workloads such as Copilot and Google
Duet require businesses to maintain their data on
cloud. For example, Copilot applies data in Outlook,
Teams, OneDrive and SharePoint. To access the
features, Crayon supports customers in their migration
efforts where they don’t have data fully in the cloud.
Investing in AI capabilities is costly and to offset the
cost impact, customers will be looking for ways to
create further efficiency in their software spend.
Complexity in acquiring the right software solution will
increase. More choices, more licensing complexity,
and potentially more cost will lead to increased
scrutiny on IT budgets.
Competition between hyperscalers is increasing,
and customers embrace and accelerate the use
of multiload for both cost and technology reasons.
The rapid technological development substantially
increases the complexity and putting risk toward the
traditional smaller distributors as larger software
vendors push for fewer and stronger global
relationships. As one of the largest global partners,
Crayon is in a unique position to build stronger
relationships with the key global software vendors
as well as utilizing the expertise to help customers
navigate the complexity in their IT estates.
Business areas and market clusters
Crayon’s geographical presence is divided into four
market clusters: the Nordics, Europe, APAC & MEA,
and the US. As a result of increased international
expansion, the international markets have been the
primary driver of gross profit growth over the last
few years and now represents 56% of gross profit in
2023, while the Nordics remains the largest and most
mature market.
Crayon is divided into four primary business areas:
Software & Cloud Direct, Software & Cloud Channel,
Software & Cloud Economics and Consulting.
Software & Cloud Direct and Software & Cloud
Channel make up the Group’s software license
offering through which Crayon provides customers
with software and cloud infrastructure platforms
developed by global software vendors, such as
Microsoft, Google, and AWS. Together, these two
business areas form the Software division, which
made up 53% of Gross Profit in 2023. These are two
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13
distinct businesses where Crayon in its Direct business
offers licenses directly from vendors to customers,
whereas Channel is the license offering toward
Channel partners, typically hosters and ISVs.
Software and Cloud Economics represents 13% of
Gross Profit and consists of a combination of services,
processes, and tools to optimize customers’ IT
infrastructure and software license spend, ensuring
compliance with the vendors’ terms and conditions
and enabling clients to build in-house Software
Asset Management capabilities. The Consulting
segment represents 29% of Gross Profit and consists
of managed cloud and professional services and
solutions related to infrastructure consulting, bespoke
software deployment, and cloud migration and
deployment.
In 2023, Software and Cloud Direct revenue grew
37% driven by strong performance in the Nordics
and Europe. Software and Cloud Channel grew 17%
in 2023. Growth remained solid in the Nordics and in
Europe, but offset by slower demand in APAC & MEA.
Channel business in Australia continued to be strong,
growing in line with historical trends, but southeast
Asia and MEA was more mixed. Software and Cloud
Economics continued its strong performance growing
21% organically. Growth in Consulting was 24%, driven
in particular by the Nordics and Europe.
Research and development
The Group has development costs primarily related
to development of the Group’s platforms supporting
the cloud and software businesses, as well as
development of back-office platforms such as ERP
and CRM systems. Costs that relate to maintaining
those systems do not meet the criteria for recognition
and are expensed as incurred. The Group does not
have any material research expenses.
Environmental, social, and governance
This section presents an overview of our progress
towards becoming a more socially responsible
company in 2023. We publish a separate in-depth
report with coverage of more topics, performance
indicators and information on our efforts to manage
potentially negative impacts. Please refer to our
2023 ESG Report (available on our website) for more
detailed information.
The interplay between ESG and corporate social
responsibility
We use the term environmental, social and
governance (ESG) as the planning and implemen-
tation frame work for all our corporate social
responsibility activities. Crayon strives to maximize its
positive impacts, and to minimize its negative impacts.
Promoting integrity, legal compliance, and
transparency
Crayon is committed to adhering to all applicable
laws and regulations affecting our operations, and
ensuring our employees understand the importance of
honest and ethical conduct.
Crayon’s Trust Unit oversees commercial compliance,
(e.g. anti-bribery, international sanctions), integrity,
safety, security and privacy. Our Secured Productivity
Policy provides instructions to enable our employees
to implement the right business practices in the areas
within the Trust Unit’s remit. All employees are trained
on the policy annually.
Our anti-bribery management system was certified
to the ISO 37001 standard following an independent
audit in 2023. Our employees and other stakeholders
can therefore rest assured that we have a robust and
world-class system in place to identify, mitigate and
remediate bribery-related risks and incidents.
The Trust Unit’s third-party assessments incorporate
technology-enabled automation and risk-based
triggers to assess business relationships. Our business
partners and suppliers are assessed based on their
compliance with international sanctions, as well as
their consideration of ethics, security, privacy and
other obligations.
We promote a ‘speak-up’ culture for employees to
feel comfortable raising concerns about any potential
integrity-related matters. We offer a variety of
confidential ways to report concerns, including:
· A trust desk where employees can directly reach
out to our dedicated specialists.
· A whistleblower channel where employees and
external parties can submit an anonymous report
through a link on our website at Crayon.com/Trust.
Enhancing employee well-being
Crayon values its employees and strives to create
a safe and rewarding work environment for
them. Our network of local human resources (HR)
representatives, led by the Chief Human Resources
Officer, develops, and implements policies and
strategies to recruit, select and engage employees.
Our group-wide people and culture strategy is
updated annually and has clear objectives and
metrics to enable the HR function to support
employees and the organization.
Engaging our employees
To measure the success of our engagement efforts,
we conduct a global annual employee feedback
survey with the support of an independent third party.
Employees participate anonymously, giving Crayon a
score out of five across seven different categories.
In 2023, the survey participation rate was 69% (2022:
55%), and the overall survey score was 4.2 out of 5.0
(2022: 4.2 out of 5.0). According to the survey, team
spirit and manager capabilities are Crayon’s greatest
strengths. We have created action plans and regularly
follow up on them.
Creating learning and development opportunities
We support our employees’ personal career
development and invest heavily in training for our
teams. In 2023, the content and target audiences of
the training sessions varied and included internal
masterclasses on software asset management for
all services staff. We also trained all sales staff on an
internally developed sales development program.
Monitoring employee health and safety
Responsibility for employee health and safety at
Crayon is shared between the Human Resources and
Trust Unit teams. Sound safety and health practices
are integral to our operations, and we comply with all
local workplace safety regulations. We had no work-
related fatalities or injuries in 2023, and the rate of
absence from work due to sickness was 1.2%.
Advocating for diversity, equity, and inclusion
Crayon values and encourages diversity, equity and
inclusion (DEI) in its workforce. We believe that DEI
broadly covers gender, age, disability and other
attributes.
The Crayon Integrity Handbook outlines behaviours
expected of our employees such as treating
others with respect, being inclusive and examining
unconscious biases.
Focusing on gender-based diversity and equity, in
2023 women made up 32% of our entire workforce
and men 68%. The Board of Directors consisted
of ten members in 2023, five (50%) of whom were
women. There were seven members of the executive
management team, two (29%) of whom were women.
In 2023 Crayon implemented various measures to
improve gender equity and reduce the risk of gender-
based discrimination in our organization. These
included launching the third instalment of our internal
Women in Leadership program which offers coaching
and mentoring to female employees. We also initiated
a multi-year pay equity project to evaluate and
standardize remuneration for similar roles, and in the
process, identify and eliminate discrimination and
bias. Gender and other attributes will be taken into
account to ensure fairness and equity. The global
salary benchmarking project will be rolled out to
Crayon’s subsidiaries in early 2024.
Respecting labour and human rights
In accordance with our reporting obligations under
Norway’s Transparency Act of 2022 and the United
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
14
Kingdom Modern Slavery Act of 2015, Crayon’s
2023 Human Rights Transparency Statement can be
accessed on our global website as well as our UK
website. The statement describes our labour and
human rights due diligence activities in 2023.
Crayon believes in the treatment of employees with
respect and dignity in our own operations and in our
supply chain.
Crayon strictly abides by the applicable local labor
laws and our own internal policies (e.g. the Crayon
Integrity Handbook) throughout our operations.
Enforced by our global network of HR representatives,
our recruitment and employment systems and controls
aim to avoid child labor, human trafficking, unsafe
working conditions and other forms of exploitation
in our workforce. Appropriate measures are taken to
censure employees who act in breach of the law or our
policies, to remediate employees who are unjustly and
negatively impacted, and to improve the robustness of
Crayon’s policies and procedures.
Crayon’s Partner Integrity Policy describes the
behavior and practices we expect the partners in our
supply chain to exhibit, including upholding labor
and human rights and protecting the environment.
We assess our business partners throughout the
lifecycle of our relationships with them. Crayon’s due
diligence assessments emphasize crucial aspects
such as human rights, child labour, environmental
governance, decent working conditions and DEI. In
2023, Crayon’s Trust Unit led the continued expansion
and refinement of our supply chain due diligence
process.
Protecting the planet
We strive to do our part to monitor and manage the
environmental impacts associated with our services.
Crayon’s Environmental Policy encourages all
employees to conduct business in an environmentally
responsible manner within their domains (e.g. by
replacing business travel with virtual meetings and
improving recycling rates). In 2023, Crayon held a
group-wide ISO 14001:2015 certification covering 57
Crayon sites around the world. ISO 14001 certification
is an audit-based and site-specific environmental
management system.
We measured our greenhouse gas emissions (scope
1,2,3) in 2023, and plan to set science-based emission
reduction targets in 2024. In 2023 we launched a
sustainable device management program focused on
hardware used by our employees, applying circular
economy principles. Our EU Taxonomy reporting is
available in the separate 2023 ESG Report
Financial summary
In 2023, Crayon continued to deliver strong growth in
revenue with 23%. Europe and US were contributing
most growing 35% and 32% respectively, while
APAC and MEA grew 19%. Crayon has increased its
investments and efforts in the international market
over several years and the international expansion is a
key building block in continuing to grow and scale the
business.
The Nordic market remains the largest market and
cornerstone of the business and continued its good
performance with 15% revenue growth.
Profit or Loss
In 2023, revenue reached NOK 6,397m (NOK 5,200m).
Adj. EBITDA was NOK 919m (NOK 839m), up 10% from
2022. The resulting Adj. EBITDA margin was 16.2%
(18.7%). Nordics remains the most profitable market
cluster with EBITDA margins of 30% (34%). The margin
in Nordics as well as in the international markets
were negatively impacted by weak performance in
Consulting.
Share based compensation amounted to NOK 42m
(NOK 13m). Last year included significant reversals
for social security provisions due to reduced share
price. Other income and expenses were NOK 132m
(NOK 74m) and include a provision for possible
losses related to a franchise partnering agreement
in Oman and Qatar amounting to NOK 102m. Under
the agreement, the partner has collected on behalf of
Crayon without settling the full amount. Crayon has
filed criminal charges against the partner and started
own operations in the markets in 2023. The intention
was to take over the business, but as no agreements
have been signed it is likely to end up as a legal claim.
As collection under any such legal claim is considered
highly uncertain, a full provision has been made for
all outstanding balances. Crayon has historically not
had, and are not planning for, any similar business set
up that was used to access the market in a period with
political instability in the region. The remaining NOK
30m consists of fair value adjustments of contingent
considerations related to prior acquisitions and other
M&A related expenses.
Operating profit grew 6% YoY to NOK 442m (NOK
417m).
Interest expenses were NOK 276m up from NOK 194m
in 2022, driven by increased net interest-bearing
debt and increased market rates. Net other financial
expenses were NOK 249m compared to NOK 164m
in 2022. The increase is driven mainly by foreign
currency losses due to volatile global currencies, and
in particular NOK fluctuations significantly towards
other significant trading currencies. The cost includes
revaluation of balance sheet items translating from
foreign to functional currency, impacting receivables
and payables as well as cash balances. The strong
negative impact for both 2022 and 2023 is driven
mainly by depreciation of NOK towards both USD and
EUR. Mitigating measures balancing the main risk in
certain subsidiaries were implemented during 2023.
Income tax expense was NOK 77m (NOK 42m) and
the resulting net loss was NOK 159m compared to a
net income of NOK 23m last year. Basic earnings per
shares amounted NOK –1.29 (NOK 0.29).
Cash flows
The Group’s cash flow from operating activities
increased to NOK 1,413m from NOK 132m in 2022.
The cash flow from operating activities in 2022 was
driven by the EBITDA and beneficial changes in the
net working capital. Managing net working capital
efficiently remains a critical priority for management
and the Group continuously strive to improve
collection processes through both new tooling as well
as increased internal focus on cash KPIs.
Cash flows from investments were NOK -271m (NOK
-225m).
Cash flows from financing activities amounted to NOK
-1,280m (NOK 369m), mainly relating to full repayment
of the last year end RCF utilization of NOK 900m,
interest paid of NOK 270m and repurchase of shares
of NOK 100m.
At the end of the year, Crayon had a strong cash
position of NOK 1,467m (NOK 1,530m). The Board
continuously monitors the Group’s cash generation
and will continue its efforts to maximize cash flows
and the Group’s liquidity position.
Financial position
As of December 31, 2023, the Group had total assets of
NOK 16,544m (NOK 14,833m). Current assets such as
cash and receivables represented NOK 11,656m (NOK
10 187m). Non-current assets represented NOK 4,888m
(NOK 4,646m). Intangible assets, mainly goodwill,
amounted to NOK 3,922m (NOK 3,846m). The increase
is due to currency adjustments. Total liabilities as of
December 31, 2023 were NOK 14,065m (NOK 12,293m),
of which NOK 11,636m were current. Non-current
liabilities amounted to NOK 2,428m, mainly related to
a NOK 1,800m four-year senior unsecured bond issued
in July 2021, and lease liabilities.
Net interest-bearing debt amounted to NOK 1,189m,
reduced from NOK 1,805m last year due to the
significant operating cash flow.
Total equity was NOK 2,479m (NOK 2,540m).
The Group had significant headroom with regards to
its bank covenants as of December 31, 2023.
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
15
Attribution of earnings for the year
Crayon follows a growth strategy with significant
opportunities for investments in both organic and
inorganic growth. Profits are therefore reinvested into
driving growth initiatives and there are no plans to
distribute an annual dividend in the medium term.
Consolidated comprehensive income for the year was
NOK 29m and has been attributed to other equity.
For more details see the Consolidated statement of
changes in equity on page 27 of this report.
The parent company net income of NOK 68m has
been allocated to other equity.
Parent company accounts
The parent company, Crayon Group Holding ASA, had
a net income of NOK 68m, compared to a net loss of
NOK 72m in 2022. Crayon Group Holding ASA has no
employees, and the operating expenses are primarily
shareholder-related costs for the parent company and
finance costs related to bond financing. The parent
company’s main asset is its shareholdings in Crayon
Group AS, while the main liability is bond debt.
Going concern
The Board confirms that the annual financial state-
ments have been prepared under the assumption
that the Group is a going concern, in accordance with
§3-3a of the Norwegian Accounting Act and that such
an assumption is appropriate, based on the Group’s
reported results, business strategy, financial positions
and outlook.
Subsequent events
On March 15, 2024, the Company announced it had
mandated Danske Bank and Pareto Securities as
Joint Lead Managers to arrange a series of fixed
income investor meetings commencing March
18, 2024, where a new 4-year NOK 1,200m senior
unsecured floating rate bond issue may follow,
subject to market conditions. The net proceeds
from the contemplated bond issue will be used to
refinance the outstanding NOK 1,800m issued under
the 2021/2025 senior unsecured bond framework
due July 15, 2025, with ISIN NO0011045478 (“Existing
Bonds”).
Risk management
Financial risk
The Board is careful to secure systematic
management of risk in all parts of the business
and regards this as critical for long-term value
creation. The Board of Directors regularly reviews
Crayon Group’s risk profile through the lens of the
organization’s lines of business and control functions.
See also the Corporate Governance Statement for
more information about risk management other than
the financial risks. For further information, see Note 19
Financial risk to the financial statements
Market risk
Foreign currency risk
Currency exposure occurs to Crayon following its
global expansion and business growth. A rather
comprehensive volume of transactions and balances
in foreign currencies make the Group volatile
for exchange rate changes. The overall currency
fluctuation and risk impact are studied, monitored
and managed at the Group level. The Group Treasury
policy sets the standard for daily operations across
regions and business areas with the revenue and
cost of goods sold shall remain in the same currency,
seeking natural hedge to the extent possible to
mitigate any currency exposure. The Group assesses
business opportunities carefully to mitigate any
future currency risk, any possible currency hedging
is mainly conducted by hedge accounting through
forward contracts. Crayon Group stands as the sole
external counterparty for all FX trading while the local
subsidiaries have the option of entering spot trading
with the Group.
Interest rate risk
The Crayon Group’s main external borrowing is in
NOK, and it fluctuates with NIBOR reference rate.
The Group currently does not have any interest rate
hedge, hence the Group is impacted by interest rate
risk. In the current marked with increasing reference
rates globally, the Group experienced significant
impact on interest paid during 2023. The Group also
have interest bearing debt in other currencies, mainly
lease liabilities and currency cash-pool balances.
Liquidity risk
Crayon Group is impacted by liquidity fluctuation
associated with its gross sales and growth. The cash
flow from operating activities is mainly impacted
by changes in the net working capital managed by
the subsidiaries. The Group Treasury Department is
responsible for liquidity forecasting and optimizing
cash flows centrally. Group Treasury safeguards and
ensures that the operational requirements are met as
well as always maintaining sufficient headroom on
debt facilities.
The growth in developing markets has been
working capital intensive in general. Working capital
improvement remains a top priority in Crayon. We
strive not only for timely and accurate collection but
also to maintain an efficient management of the
payables, both equally crucial to ensure sufficient
liquidity.
On 31st December 2023, Crayon holds one senior
unsecured bond of NOK 1,800m that matures July 2025.
On 31st January 2023, Crayon established an overdraft
facility with Danske Bank – an instrument that adds
more flexibility to manage short-term liquidity
fluctuation throughout Crayon’s business cycles. In
addition to a revolving credit facility with the same
bank, total flexible credit facilities amount to NOK
1,400m. None of the facilities were utilized at the end
of the year.
Crayon remained compliant with the covenant
reporting required by the credit facilities in 2023.
As of December 31, 2023, the Group had significant
headroom to the threshold in accordance with its
financial covenants.
Cash and available undrawn credit facilities at year
end amounted to NOK 2,726m providing flexibility and
the liquidity risk is therefore considered low.
Credit risk
Credit risk is the risk of financial loss to the Group if
a customer or counterparty to a financial instrument
fails to meet its contractual obligations. Credit
risk exposure is largely impacted by outstanding
receivables including unbilled revenues and contract
assets.
The Group is exposed to credit risk from its operating
activities (primarily trade receivables) and from its
financing activities, including deposits with banks and
financial institutions. The Group has deposits with
sound financial institutions.
Crayon faces credit risk for the full amount of any
gross sales invoiced on behalf of the software supplier,
even when acting as an agent and only recognizing
net revenues. This also includes situations with
disputes between the software vendor and the end
user related to services delivered or consumed. In such
cases, Crayon engages in dialogue with the end user
and with the software vendor in order to agree on
balanced solutions.
A significant overdue receivable related to a
governmental customer of approximately NOK
490m in the Philippines, caused by administrative
procedures following the change in government,
remain to be unpaid. The receivables relate to
invoicing in 2022. Crayon expects no impairment, and
no provision is made. See Note 13 Current receivables
and current assets for further information.
The Group Treasury overlooks the credit risk on a
centralized level whilst the subsidiaries are responsible
for performing credit check and control, enforcing
payment terms and conditions towards the clients.
Corporate governance
Crayon considers good corporate governance to
be a prerequisite for value creation, trustworthiness
and access to capital. In order to secure strong
and sustainable corporate governance, we work
continuously to implement good and healthy
business practices, reliable financial reporting and
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
16
compliance with legislation and regulations across
Crayon Group.
Crayon Group Holding ASA is incorporated and
registered in Norway and is subject to Norwegian
law. The shares of Crayon are listed on the Oslo Stock
Exchange (Nw.: Oslo Børs). As a Norwegian public
limited liability company listed on Oslo Børs, Crayon
must comply with the Norwegian Securities Trading
Act, the Continuous obligations for companies listed
on Oslo Børs, the Norwegian Public Limited Liability
Companies Act, and all other applicable laws and
regulations.
The Company endorses the Norwegian Code of
Practice for Corporate Governance, issued by the
Norwegian Corporate Governance Board, most
recently revised on October 14, 2021.
The annual statement on corporate governance for
2023 has been approved by the Board and can be
found on page 19 of this report.
Shareholders exercise the ultimate authority in
Crayon through the Annual General Meeting, which
all shareholders are entitled to attend. The Board
encourages all investors to participate in the AGM.
Crayon has purchased and maintains a Directors and
Officers Liability Insurance on behalf of the members
of the Board of Directors and Company officers. The
insurance includes controlled subsidiaries and is
issued by a reputable insurer.
Equity and shareholder issues
In 2023, Crayon Group Holding increased its share
capital by 289,156 shares in relation to a broad-based
employee stock purchase plan.
The Annual General Meeting on April 26, 2023,
authorized the Board of Directors to increase the
share capital in connection with the Company’s
incentive schemes.
The Board granted an authorization to increase the
Company's share capital with up to NOK 8,940,134,
provided however that the authorization cannot
be used for an amount in excess of 10.0% of the
Company's share capital. The authorization is valid
from the time of registration with the Norwegian
Register of Business Enterprises and until the earlier of
the Company's annual general meeting in 2024 and
30 June 2023. The shares in Crayon Group are freely
tradable, and to the knowledge of the Board there
are no shareholders’ agreements in the company
regarding exercise of voting power or limiting trading
in the shares.
Outlook
In 2024, Crayon will continue its focus on driving
growth across markets by capitalizing on past
investments into strengthened capabilities and
strategic acquisitions. The Group will maintain
its focus on organic growth in combination with
strategic acquisitions, which are made to strengthen
group-wide service capabilities and local capacity
or to add scale in international sub-scale markets.
Furthermore, a key focus in 2024 will be to ensure
profitable growth and margin expansion driven both
by a scalable business model, improving profitability
in the Consulting business as well as improved cost
efficiency. The Group sees clear margin improvement
potential as the businesses continue to scale in local
markets and regions.
Oslo, March 20, 2024
Rune Syversen Wenche Agerup Jennifer Koss Jens Moberg Dagfinn Ringås Jens Rugseth
(Chairman) (Board Member) (Board Member) (Board Member) (Board Member) (Board Member)
Grethe H. Viksaas Liv Hege Jensen Lars Larhammer Mette Wam Melissa Mulholland
(Board Member) (Employee Representative) (Employee Representative) (Employee Representative) (CEO)
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
17
Board of Directors
Rune Syversen (1968)
Chairman of the Board, Dependent
Rune Syversen co-founded Crayon Group
alongside Jens Rugseth. Prior to Crayon’s
launch, he held several senior positions
within Telenor Group, Norway’s leading
telecoms company. A successful serial
entrepreneur with deep experience of
the global IT, data services, and financial
sectors, Rune was instrumental in the
creation and growth of, amongst other
companies, Link Mobility and Sikri. In
addition to Crayon Group, he is Chairman
of the Board at Cyviz ASA, Board Member
at Karbon Invest AS, LINK Mobility Group
ASA, Sevencs AS, and Calusa AS.
Rune has a BSc. in Business Administration
from BI Norwegian Business School. He is
a Norwegian citizen, currently residing in
Luzern, Switzerland.
Jennifer Koss (1977)
Board Member, Independent
Jennifer is the Founder and CEO of BRIKA,
a retail agency, and a Founding Partner of
Springbank Collective, a fund that focuses
on building the critical infrastructure to
eliminate the gender gap. She serves on
several boards, including Komplett Group,
Active Brands, Møller Eiendom and Dream
Unlimited. She has spent the majority
of her professional career focused on
the consumer and retail sectors having
worked over a decade in management
consulting, investment banking, and
private equity.
A graduate of Harvard University, Oxford
University, and Harvard Business School,
she is a US national who lives in Oslo,
Norway.
Jens Moberg (1962)
Board Member, Independent
Jens has more than 20 years of experience
in executive positions in technology
companies, including Microsoft and IBM.
He is the owner and founder of Leadership
Institute and serves as Chairman of the
Board of Grundfos. He is also chairman
of Adapteo and a board member at
Kirk Kapital and the Poul Due Jensen
Foundation.
Jens worked for 14 years at Microsoft, first
in Nordic positions, later on as CEO of
Microsoft Denmark, and then as Head of
Western Europe. From 2005 to 2008 he
was Head of Enterprise and Partner Group
at Microsoft USA. During 2008 and 2009
he was responsible for development and
growth of Microsoft’s Enterprise business
in Russia, India, and China.
Jens is a Danish citizen and has a Diploma
(HD) in Marketing from Copenhagen
Business School.
Wenche Agerup (1964)
Board Member, Independent
Wenche is currently EVP and CPO in
Wallenius Wilhelmsen ASA. She has
previously more than 30 years of
experience in international, operational
and executive positions in various
industries such as telecom, aluminium
and oil and gas. She has lived and worked
abroad in both Asia and Australia. Wenche
has also served on several boards as a
director since 2005, and most recently
served at the board of Equinor ASA (2015-
20) and TGS ASA (2015-22). She holds a
Master's in Law from the University of
Oslo and an MBA from Babson College,
Massachusetts, USA. She is a Norwegian
citizen residing in Oslo, Norway.
Dagfinn Ringås (1974)
Board Member, Independent
Dagfinn Ringås is the Group CEO of Cegal
SYSCO, a Nordic technology company in
the energy sector. He has more than 25
years of experience in the IT-industry, a
career which has seen him hold leadership
roles at Microsoft and operate as Country
President of Schneider Electric Norway.
Dagfinn has an MBA from Sydney
Business School, an Executive Leadership
Program from Instead, and a BSc. degree
in American Studies & Political Science
from the University of Oslo. He is a
Norwegian citizen, currently residing in
Asker, Norway.
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18
Lars Larhammer (1993)
Board Member, Employee Representative
Lars Larhammer is the Finance Manager
of Crayon AS, overseeing accounting
and salary functions for a prominent
Group entity. Joining in 2017, he has
devoted his professional career to
Crayon, demonstrating commitment and
variability across pivotal roles within the
Finance division. Lars holds a Bachelor's
degree in Business Administration from
BI Norwegian Business School and a
Master's degree in Finance, Economics,
and International Finance from Oslo
Metropolitan University and Rennes
School of Business.
He is a Norwegian citizen, residing in Oslo,
Norway.
Mette Wam (1963)
Board Member, Employee Representative
Mette Wam is COO in Inmeta Consulting
AS. She joined the company in 2011 and
has been CEO of Esito AS, a subsidiary
of Inmeta Consulting AS, and a leader
in Inmeta’s engineering department.
She has significant expertise within
project management, software product
development, and leadership, with past
experience from companies such as
Software Innovation AS, Transmit Medical
AS, and Sysdeco.
She has a BSc. in Computer Science from
Strathclyde University and the University of
South-Eastern Norway.
Liv Hege Jensen (1973)
Board Member, Employee Representative
Liv Hege Jensen started at Crayon
AS in 2011. She has over 20 years of
experience in roles within, administration
& management in the private sector, both
from the USA and Norway. As COO, Liv
Hege is responsible for the Administrative
and Operational functions in Crayon
AS, with particular focus on Internal
management and business processes,
Finance, Bid, HR and Privacy and
Compliance.
Liv Hege is educated at the Norwegian
School of Marketing/BI and Florida
Atlantic University.
Jens Rugseth (1962)
Board Member, Dependent
Jens Rugseth co-founded Crayon in 2002
together with Rune Syversen. He is a serial
entrepreneur, having founded multiple
companies in the IT sector over the past
25 years. He has operated as the CEO
of some of the largest IT companies in
Norway, including ARK ASA, Cinet AS, and
Skrivervik Data AS.
Jens studied business economics at BI
Norwegian Business School. He is a
Norwegian citizen, currently residing in
Luzern, Switzerland.
Grethe H. Viksaas (1958)
Board Member, Independent
Grethe Viksaas has had a long career in
the Northern European managed service
provider Basefarm AS. First as founder
and CEO, and later as executive chair
and member of the board of directors.
Prior to Basefarm, she held several
management positions in IT companies.
She has experience from numerous board
positions, including Telenor ASA. She is
currently a non-executive director on the
boards of Link Mobility Group Holding
ASA and CatalystONE Solutions Holding
AS. She chairs the boards of PoLight ASA,
Farmforce AS and Norkart AS.
Grethe has a master’s degree in computer
science from the University of Oslo. She is
a Norwegian citizen, currently residing on
Oslo, Norway.
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
19
Statement of Corporate Governance
Introduction
The Board of Directors of Crayon Group Holding
ASA (the Company) has approved this Statement of
Corporate Governance.
The Statement of Corporate Governance addresses
the framework of guidelines and principles
regulating to the interaction between the Company’s
shareholders, the Board of Directors (the Board), the
Chief Executive Officer (the CEO) and the Company’s
executive management team.
The Statement of Corporate Governance is based
on the Norwegian Code of Practice for Corporate
Governance issued by the Norwegian Corporate
Governance Board. The Company will, in accordance
with applicable legislation and stock exchange listing
rules, provide a report on the Company’s corporate
governance in the Board of Directors' report or
in a document that is referred to in the Board of
Directors' report in connection with its annual financial
statement report.
During 2023 the Board held 16 board meetings.
Business
The Company's Articles of Association (the Articles)
describes the business that the Company shall
operate. The business objective stated in the Articles
of Association is as follows: The company’s objective is
to invest in and hold shares, as well as other financial
instruments and ownership interests in other entities,
participation in and operation of other entities, as well
as other business activities related hereto. The Articles
are available on the company’s website.
The Board have defined clear objectives, strategies,
and risk profiles for the Group's business activities
such that the Group creates value for shareholders
in a sustainable manner. When carrying out this
work, the Board have taken into account financial,
social, and environmental considerations. The
Board of Directors conducts a full-day meeting with
Management on an annual basis to evaluate the
Group’s business strategy. During the meeting, clear
objectives, strategies, and risk profiles for the Group’s
business activities are defined in order to create value
for shareholders. The business strategy provides
Management with a basis for carrying out investments
and other structural measures. The Board evaluates
these objectives, strategies, and risk profiles at least
once a year.
Company capital and dividends
The Board is committed to maintaining a satisfactory
equity ratio in the Group according to the Group's
objectives, strategy, and risk profile, thereby ensuring
that there is an appropriate balance between equity
and other sources of financing. The Board will
continuously assess the Group’s capital requirements
related to the Group’s strategy and risk profile.
Currently the company aims to continue to invest
in capabilities to drive future growth and does not
distribute dividends.
Any proposal for the Board to be given authorization
to approve the distribution of dividends shall be
explained. When considering proposals for a dividend,
the executive management and the board will take
account of the following considerations. The Group
shall have adequate reserve liquidity in the form of
bank deposits or credit facilities and be a group with
good capital adequacy and balanced financing.
General authorizations for the Board to increase the
share capital and buy own shares shall normally be
restricted to defined purposes and will, in general,
be limited in time to no later than the date of the next
Annual General Meeting of the Company.
Equal treatment of shareholders
There is only one class of shares in the Company and
all shares carry equal rights. Each share carries one
vote. The Company emphasise equal treatment of its
shareholders.
All shareholders are treated on an equal basis unless
there is a just cause for treating them differently in
accordance with applicable laws and regulations.
In the event of an increase in share capital of the
Company through issuance of new shares, a decision
to waive the existing shareholders' pre-emptive
rights to subscribe for shares shall be justified. If
the Board resolves to issue new shares and waive
the pre-emptive rights of existing shareholders
pursuant to a Board authorization granted by the
General Meeting, the justification shall be publicly
disclosed in a stock exchange announcement issued in
connection with the shares issue. The reasons for any
deviation from equal treatment of all shareholders
in capital transaction shall be included in the stock
exchange announcement made in connection with the
transaction.
Any transactions carried out by the Company in
the Company's own shares shall be carried out
through Oslo Børs and in any case at prevailing
stock exchange prices. In the event that there
is limited liquidity in the Company's shares, the
Company shall consider other ways to ensure equal
treatment of shareholders. Any transactions in own
shares shall be evaluated in relation to the rules on
the duty of disclosure, as well as in relation to the
prohibition against illegal insider trading and market
manipulation, the requirement for equal treatment of
all shareholders, and the prohibition of unreasonable
business methods.
The Board of Directors has adopted instructions
for the Group’s employees and primary insiders
relating to inside information and trading in financial
instruments, including the duty of confidentiality,
prohibition of trading, investigation, and reporting
requirements, and ban on giving advice.
Shares and negotiability
The shares of the Company are freely negotiable.
The General meeting
All shareholders have the right to participate in the
general meetings of the Company, which exercise the
highest authority of the Company. The Annual General
Meeting (AGM) shall normally be held before 30 June
each year.
The full notice for General Meetings is sent to
shareholders no later than 21 calendar days prior
to the meeting. Notices for such meetings include
documents providing the shareholders with
comprehensive, specific, and sufficient details in
order for the shareholders to make an assessment of
all the cases to be considered as well as all relevant
information regarding procedures of attendance
and voting. The notice and the documents may
be sent to or made available to the shareholders
through electronic communication. The Board ensures
that members of the Board and the chair of the
Nomination Committee attends the general meetings.
The Company’s auditor shall normally be present. In
addition, the Board ensures that the General Meeting
is able to elect an independent chair for the meeting.
Notices for general meetings provides information
on the procedures shareholders shall observe in
order to participate in and vote at the General
Meeting. The notices also set out: (i) the procedure
for representation at the meeting through a proxy,
including a form to appoint a proxy, and (ii) the right
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20
for shareholders to propose resolutions in respect
of matters to be dealt with by the General Meeting.
Shareholders have the right to attend by electronic
means unless the Board has sufficient cause to refuse
electronic participation. In addition, the shareholders
have the right to vote during a specific period in
advance of the General Meeting, to the extent allowed
in the Articles for the Company.
The cut-off for confirmation of attendance shall be
set as short as practically possible and the Board will
arrange matters so that shareholders who are unable
to attend in person, will be able to vote by proxy. A
form of proxy will be distributed with the notice.
At a minimum, the Board Chair, CEO, CFO, participate
at the General Meeting. The General Meeting is
chaired by an independent chairperson elected in the
meeting.
Nomination Committee
The Company have a Nomination Committee
as set out in the Articles. The General Meeting
stipulates guidelines for the duties of the Nomination
Committee, elects the chairperson and members of
the Nomination Committee, in addition to determining
the committee's remuneration. The members of the
Nomination Committee shall be elected to take into
account the interests of shareholders in general,
and the majority of the Nomination Committee shall
be independent of the Board and the executive
management team. Members of the Board and the
executive management team shall not be members of
the Nomination Committee. The Company’s General
Meeting shall approve Instructions for the Nomination
Committee.
The Nomination Committee's duties are to propose
candidates for election to the Board and Nomination
Committee and to propose the fees to be paid to
members of these bodies. The Nomination Committee
shall have contact with the shareholders, the Board
and the Company's executive personnel as part of
its work on proposing candidates for election to the
Board. Furthermore, the Nomination Committee shall
justify why it is proposing each candidate separately.
The Company shall provide information on the
members of the Nomination Committee and any
deadline for proposing candidates. The Company will
make this information available on its website.
The Board – composition and independence
The composition of the Board ensures that the Board
attends the common interests of all shareholders and
meet the Company's need for expertise, capacity, and
diversity. In appointing members to the Board, it is
emphasised that the Board shall have the necessary
competence to independently evaluate the subject
presented by the executive management team. It
is also considered important that the Board can
function well as a team. Board members are elected
for periods not exceeding two years at a time, with
the possibility of re-election. Board members are
encouraged to own shares in the Company.
The Board complies with applicable requirements
as set out in the Norwegian Public Limited Liability
Companies Act and the listing rules of Oslo Børs.
Acknowledging that the Board is ultimately appointed
by and at the shareholders' discretion, the composition
of the Board should also seek to comply with the
recommendations set out in the Norwegian Code of
Practice for Corporate Governance.
The Company does not have a corporate assembly.
The work of the Board
The Board prepares an annual plan for its work with
special emphasis on goals and strategy. The Board’s
primary responsibilities are to (i) participating in
the development and approval of the Company’s
strategy, (ii) performing necessary control functions
and (iii) acting as an advisory body for the executive
management team. Its duties are not static, and the
focus shall depend on the Company’s ongoing needs.
The chair of the Board is responsible for ensuring
that the Board’s work is performed effectively and
correctly.
The Board ensures that the Company has proper
management with a clear internal distribution of
responsibilities and duties. A division of work is
established between the Board and the executive
management team. The CEO is responsible for the
executive management of the Company. Furthermore,
the Board issues instructions that state how the
Board and the executive management shall handle
agreements with related parties.
The Board ensures that members of the Board and
executive personnel make the Company aware of any
material interests that they may have in items to be
considered by the Board. In order to ensure a more
independent consideration of matters of a material
character in which the chair of the Board is or has
been personally involved, the Board's consideration of
such matters shall be chaired by other members of the
Board.
All members of the Board regularly receive
information about the Company’s operational and
financial development. The Company’s strategies
are regularly reviewed and evaluated by the Board.
Additionally, the Board prepares an annual evaluation
of its own work, including its performance, expertise,
composition and how its members function (both
individually and as a team) in relation to the objectives
set out for its work.
The Board of Directors shall, inter alia, deliberate and
decide on the following:
a. Such matters as required by statutory law,
the Articles of Association, these Rules, or the
resolutions of the General Meeting;
b. Matters outside the scope of the statutory
responsibilities of the CEO (i.e. matters that given
the situation of the Company are unusual in
character or of major importance);
c. Matters outside the scope of the general authority
granted to the CEO, such as major investments,
borrowings, sales or purchases of real estate, and
similar agreements that commit the Company for
an amount in excess of the authority granted to the
CEO;
d. The prudent organization of the activities of the
Company;
e. Satisfactory control of the ongoing activities of
the Company, including the approval of contract
formations that exceed the authority granted to the
CEO;
f. Strategy and objectives;
g. Budget and financing plans for the Company and
the Crayon Group;
h. Appointment/dismissal of the CEO and fixing of
salary or other remuneration to the Chief Executive
Officer, adoption of instructions for the CEO and
determining of the remuneration policy for key
employees;
i. Major changes in the business activities of
the Company and organizational changes of
substantial importance;
j. Safeguarding the financial statutes and
appropriate equity, including the financial policy
of the Crayon Group and review and deliberation
of any management letters from the Company's
auditor;
k. Legal disputes of major importance;
l. Annual accounts and Annual Reports of the
Company and the Crayon Group;
m. Acquisitions, investments and divestments;
n. Proposal for the allocation of profits or losses in
accordance with the provisions of the Norwegian
Accounting Act;
o. Agreements between the Company and a member
of the Board or the CEO or any agreement
between the Company and a third party in which
a member of the Board or the CEO has a distinct
interest; and
p. Other matters that the Board or the CEO considers
of importance to decide upon
Board committees
The Company have an Audit and Risk committee in
accordance with the rules of the Norwegian Public
Limited Liability Companies Act and the listing rules
of Oslo Børs. The majority of the members of the
committee are independent of the Company.
The Board has established a Remuneration Committee
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21
in accordance with the rules of the Norwegian Public
Limited Liability Companies Act. The Remuneration
Committee shall review and recommend to the
Board the remuneration policies/framework for
the Company’s executive/senior management, and
provide general advice related to compensation
paid to executive personnel. Membership of such
committee shall be restricted to members of the Board
who are independent of the Company's executive
personnel.
Risk management and internal control
The objective of the risk management and the internal
control is to manage and eliminate exposure to risks
in order to ensure successful conduct of the Group’s
business and to support the quality of its financial
reporting.
The Board carries out an annual review of the Group’s
key areas of exposure to risk and its internal control
arrangements. The Board provides an account in the
Annual Report of the main features of the Group’s
internal control and risk management systems as they
relate to the Groups’ financial reporting.
The Board ensures that the Group has sound internal
control and systems for risk management that are
appropriate in relation to the extent and nature of the
Group’s activities.
Remuneration of the Board
The General Meeting determines the Board’s
remuneration annually, normally in advance.
Remuneration of Board members shall be reasonable
and based on the Board's responsibilities, expertise,
time invested and the complexity of the enterprise.
The remuneration of the Board shall not be linked to
the Company's performance. The Company shall not
grant options to members of its Board.
The Board shall be informed if individual Board
members perform tasks for the Company other than
exercising their role as Board members. Work in sub-
committees may be compensated in addition to the
remuneration received for Board membership.
The Company’s financial statements shall provide
information regarding the Board’s remuneration. Any
remuneration in addition to normal director's fee shall
be specifically identified in the Annual Report.
Salary and other remuneration for the
executive personnel
The Board prepares clear and comprehensible
guidelines on the remuneration to the Company's
CEO, other executive personnel or employees who are
members of the Board or the corporate assembly (if
any). The guidelines shall contribute to the Company's
commercial strategy, long-term interests, and
financial viability. The content of the guidelines shall
be in accordance with the Norwegian Regulations
on Guidelines and Reports on the Remuneration of
Executive Personnel.
Any material change to the guidelines is considered
and approved by the General Meeting. The guidelines
are subject to review and approval by the General
Meeting at least every fourth year. Guidelines
approved by the General Meeting, including the
result of the vote and the date of approval, are
to be published on the Company's website. The
Company's arrangements in respect of salary and
other remuneration shall help ensure the executive
personnel and shareholders have convergent interests
and should be simple.
Performance-related remuneration shall be subject to
an absolute limit.
In addition to the above, the Board, for every
financial year, ensures that a report is prepared
which provides a comprehensive overview of paid
and outstanding remuneration covered by the
remuneration guidelines. The specific requirements
for the content of the reports are supplemented by the
Norwegian Regulations on Guidelines and Reports on
the Remuneration of Executive Personnel. The report
is subject to advisory vote by the General Meeting and
report shall be published on the Company's website
after the annual meeting has been held.
Information and communication
The Board and the executive management team
assigns considerable importance to giving the
shareholders relevant and current information about
the Company and its activity areas. Emphasis is
placed on ensuring that the shareholders receive the
same and simultaneous information. Furthermore, the
Board has established guidelines for the Company's
reporting of financial or other information based on
openness and taking into account the requirement
for equal treatment of all participants in the securities
market.
Sensitive information is handled internally in a manner
that minimizes the risk of leaks.
The Board has a policy on who is entitled to speak
on behalf of the Company on various subjects. The
Company have a contingency plan for information
management in response to events of a particular
character or of interest to the media. The CEO,
CFO, Head of Investor Relations, and Head of
Communication will be the main contact persons of
the Company in such respects.
The Board has ensured that the shareholders are
given the opportunity to make known their points
of view at and outside the General Meeting. The
Board shall establish guidelines for shareholders
communication with the Company other than through
general meetings.
Take-overs
The Board has established guiding principles for how
it will act in the event of a take-over bid.
In a take-over process, should it occur, the Board
and the executive management team each have an
individual responsibility to ensure that the Company’s
shareholders are treated equally and that there
are no unnecessary interruptions to the Company’s
business activities. The Board have a particular
responsibility in ensuring, to the extent possible, that
the shareholders have sufficient information and time
to assess the offer.
In the event of a take-over process, the Board shall
ensure that:
a) the Board will not seek to hinder or obstruct any
takeover bid for the Company's operations or
shares unless there are particular reasons for doing
so;
b) the Board will not undertake any actions intended
to give shareholders or others an unreasonable
advantage at the expense of other shareholders or
the Company;
c) the Board will not institute measures with the
intention of protecting the personal interests of
its members at the expense of the interests of the
shareholders; and
d) the Board shall be aware of the particular duty it
has for ensuring that the values and interests of the
shareholders are protected.
In the event of a take-over bid, the Board will, in
addition to complying with relevant legislation and
regulations, seek to comply with the recommendations
in the Norwegian Code of Practice for Corporate
Governance unless there are reasons not to. This
includes obtaining a valuation from an independent
expert. On this basis, the Board will seek to make a
recommendation as to whether the shareholders
should accept the bid.
Auditor
Each year, the Auditor presents to the Board a plan
for the implementation of the audit work and submit
to the Audit Committee an annual additional report in
which it declares its independence and explains the
results of the statutory audit carried out by providing a
range of information about the audit.
The Auditor is invited to be present at Board meetings
where the annual accounts are dealt with. At these
meetings, the Auditor shall report on any material
changes in the Company's accounting principles and
key aspects of the audit, comment on any material
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22
estimated accounting figures and report all material
matters on which there has been disagreement
between the Auditor and the Company's executive
management. The Board and/or Audit Committee
shall meet with the Auditor at least once a year
to review the Company's accounting principles,
risk areas, internal control routines, including
weaknesses identified by the Auditor and proposals
for improvement.
The Auditor is only used as a financial advisor to
the Company where such use does not affect or
reasonably question the Auditor’s independence and
objectiveness as auditor for the Company. Only the
Company’s CEO and/or CFO have the authority to
enter into agreements in respect of such counselling
assignments. The Bord shall establish guidelines in
respect of the use of the Auditor by the Company's
executive management for other services than the
audit.
At the Annual General Meeting and/or in the annual
financial statements, the Board presents a review of
the Auditor’s compensation as paid for auditory work
required by law and remuneration associated with
other concrete assignments.
In connection with the Auditor's presentation to
the Board of the annual work plan, the Board are
responsible for reviewing the Auditors plan and
the results of the audit performed and also assess
the quality of the external auditors’ work including
inspections of the audit form by the regulator.
The Board shall invite the Auditor to attend all General
Meetings.
Transactions with related parties or close
associates
Any transactions, agreements or arrangements
between the Group and the Company's shareholders,
members of the Board, members of the executive
management team or close associates of any such
parties may only be entered into as part of the
ordinary course of business and on arm’s length
market terms. All such transactions shall, where
relevant, comply with the procedures set out in the
Norwegian Public Limited Liability Companies Act. The
Board shall arrange for an evaluation to be obtained
from an independent third party for transactions with
related parties if so is required, including agreements
that are considered immaterial or covered by
section 3-16 of the Norwegian Public Limited Liability
Companies Act. The Company’s financial statements
shall provide further information about transactions
with related parties in accordance with applicable
accounting principles.
The Company may engage in business activities with,
or in cooperation with, its shareholders. Such activities
shall be handled at the board level, with a view of
securing a foreseeable and consistent practice which
prevents potential conflict of interest situations, arm’s-
length treatment, and sound governance. Board
members shall immediately notify the Board and
members of the executive management team shall
immediately notify the CEO (who, where relevant, will
notify the Board) if they have any material direct or
indirect interest in any transaction entered into by the
Company.
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23
Financials
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of profit or loss and other comprehensive
income
Consolidated statement of financial position as of December 31
Consolidated statement of cash flows
Consolidated statement of changes in equity
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Corporate information, basis of preparation, basis of
consolidation and significant judgement and estimation
uncertainty
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses and other income and expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and derivatives
Note 17 Other non-current and current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and non-controlling interests
Note 25 Largest shareholders, numbers of shares held by
management and Board of Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
Statement of income 1.1 - 31.12
Balance sheet as of 31.12
Cash flow statement
NOTES TO FINANCIAL STATEMENTS
Note 1 Accounting principles
Note 2 Transactions with related parties
Note 3 Other operating expenses
Note 4 Investment in subsidiaries
Note 5 Tax
Note 6 Equity
Note 7 Share capital
Note 8 Financial instruments
Note 9 Issuance of bond loan
Note 10 Financial income and expenses
RESPONSIBILITY STATEMENT FROM THE BOARD OF
DIRECTORS
AUDITOR’S REPORT
ALTERNATIVE PERFORMANCE MEASURES
24
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
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Crayon Group Holding ASA
Consolidated statement of profit or loss and other comprehensive income
| Year ended December 31 | |||
| (NOK millions) | Note | 2023 | 2022 |
| Revenue | 3 | ||
Cost of sales | - | - | |
Gross Profit | |||
| Payroll and related cost | 4 | - | - |
| Other operating expenses | 5 | - | - |
Share based compensation | 6 | - | - |
| Other income and expenses (-) | 5 | - | - |
EBITDA | |||
| Depreciation, amortization and impairment | 7, 8 | - | - |
Operating profit (EBIT) | |||
| Share of results from associates | 24 | - | |
Interest income | 10 | ||
| Other financial income | 10 | ||
Interest expense | 10 | - | - |
| Other financial expenses | 10 | - | - |
Net income before tax | - | ||
| Income tax expense on ordinary result | 12 | - | - |
Net income | - | ||
| Comprehensive income | |||
| Items that are or may be reclassified subsequently to profit or loss | |||
Currency translation | |||
Total comprehensive income - net of tax | |||
Net income attributable to Non-controlling interests | 24 | - | - |
Owners of Crayon Group Holding ASA | - | ||
Total net income/loss (-) | - | ||
| Basic earnings/loss (-) per share (NOK per share) | 11 | - | |
Diluted earnings/loss (-) per share (NOK per share) | 11 | - | |
Comprehensive income attributable to Non-controlling interests | - | ||
Owners of Crayon Group Holding ASA | |||
Total comprehensive income |
Consolidated financial statements
25
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
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Crayon Group Holding ASA
Consolidated statement of financial position as of December 31
(NOK millions)
Note 2023 | 2022 | ||
| ASSETS | |||
| NON-CURRENT ASSETS: | |||
Goodwill | 9 | ||
| Other intangible assets | 8 | ||
Deferred tax asset | 12 | ||
| Equipment | 7 | ||
| Right-of-use assets | 7 | ||
Investment in associates | 24 | ||
| Other non-current assets | 18 | ||
Total non-current assets | |||
| CURRENT ASSETS: | |||
Inventory | |||
Accounts receivable | 13, 18 | ||
| Other current receivables and current assets | 13, 18 | ||
| Cash & cash equivalents | 14, 18 | ||
Total current assets | |||
Total assets |
(NOK millions)
Note 2023 | 2022 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||
| SHAREHOLDERS' EQUITY: | |||
Share capital | 11, 15 | ||
| Own shares | 11, 15 | - | - |
Share premium | |||
Total paid-in equity | |||
Retained earnings | |||
Total equity attributable to parent company shareholders | |||
| Non-controlling interests | 24 | - | |
Total shareholders' equity | |||
| NON-CURRENT LIABILITIES: | |||
Bond loan | 18 | ||
Lease liabilities | 18 | ||
| Other interest-bearing liabilities | 16, 18, 19 | ||
Deferred tax liabilities | 12 | ||
| Other non-current liabilities | 17, 18 | ||
Total non-current liabilities | |||
| CURRENT LIABILITIES: | |||
Accounts payable | 18 | ||
Income taxes payable | |||
Public duties | |||
| Current lease liabilities | 16, 18 | ||
Other current interest-bearing liabilities | 16, 18 | ||
| Other current liabilities | 16, 18 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
Oslo, March 20, 2024
Rune Syversen Wenche Agerup Jennifer Koss Jens Moberg Dagfinn Ringås Jens Rugseth
(Chairman) (Board Member) (Board Member) (Board Member) (Board Member) (Board Member)
Grethe H. Viksaas Liv Hege Jensen Lars Larhammer Mette Wam Melissa Mulholland
(Board Member) (Employee Representative) (Employee Representative) (Employee Representative) (CEO)
26
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
Crayon Group Holding ASA
Consolidated statement of cash flows
(NOK millions)
| Note | 2023 | 2022 | |
| Cash flows from operating activities: | |||
Net income/loss (-) before tax | - | ||
Taxes paid | - | - | |
| Depreciation, amortization and impairment | 7,8,9 | ||
| Net interest expense | 10 | ||
| Interest received | 10 | ||
Changes in inventory, accounts receivable/payable | - | ||
Changes in other current assets/liabilities | - | ||
Net cash flow from operating activities | |||
| Cash flows used in investing activities: | |||
Payment for capitalized assets | - | - | |
| Acquisition of subsidiaries - net of cash acquired | 20 | - | - |
Disposal of subsidiaries - net of cash disposed | - | ||
| Change in deposits | 18 | - | |
Net cash flow from investing activities | - | - | |
| Cash flow from financing activities: | |||
Interest paid | - | - | |
| Share issues | 15 | ||
Repurchase of shares | 15 | - | |
| Acquisition/disposal of non-controlling interest | 24 | - | - |
Repayment of bond loan | 16,18 | - | |
| Payment of lease liability | 16,18 | - | - |
| Change in RCF utilization | 16,18 | - | |
Net change in other credit facilities utilization | 16,18 | ||
Net cash flow from financing activities | - | ||
Net increase/decrease (-) in cash & cash equivalents | - | ||
| Cash & cash equivalents at beginning of period | |||
Currency translation | |||
| Cash and cash equivalents at end of period |
1
1
1
Restricted cash is part of the Cash & cash equivalents, further details in note 14.
27
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
Crayon Group Holding ASA
Consolidated statement of changes in equity
Year to date period ending December 31, 2023
| Attributable to owners of the Company | |||||||||
| Share | Own | Share | Translation | Other | Non-controlling | Total | |||
(NOK millions) | Note | capital | shares | premium | difference | equity | Total | interests | equity |
Balance at January 1, 2022 | |||||||||
Net (loss) income | - | ||||||||
Currency translation | |||||||||
Total comprehensive income | |||||||||
| Share issues | 15 | ||||||||
Equity-settled share-based payments | 6 | ||||||||
Transactions with non-controlling interests | 24 | - | - | - | - | ||||
Transactions with owners | - | - | |||||||
Balance as of end of period | |||||||||
| Attributable to owners of the Company | |||||||||
| Share | Own | Share | Translation | Other | Non-controlling | Total | |||
(NOK millions) | Note | capital | shares | premium | difference | equity | Total | interests | equity |
Balance at January 1, 2023 | |||||||||
Net (loss) income | - | - | - | - | |||||
Currency translation | |||||||||
Total comprehensive income | - | - | |||||||
| Share issues | 15 | ||||||||
| Equity-settled share-based payments | 6 | ||||||||
Treasury shares | 15 | - | - | - | |||||
| Transactions with non-controlling interests | 24 | - | - | - | - | ||||
Transactions with owners | - | - | - | - | |||||
Balance as of end of period | - | - |
28
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
1.3 BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of Crayon Group Holding ASA and its
subsidiaries. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when
the Group loses control. Control is achieved when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity.
Non-controlling interests represent equity interests in subsidiaries held by other owners than Crayon. Results attributed
to non-controlling interests are based on ownership interest, or other methods of allocation if required by a separate
agreement.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions.
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 reporting date. Income and expenses from foreign companies
are converted to NOK using the monthly average rate of exchange. All translation differences are recognized in Other
comprehensive income and accumulated in the translation reserve. Long-term receivables from a foreign operation
for which settlement is neither planned nor likely to occur in the foreseeable future, is considered a part of the net
investment. Translation differences are recognized in other comprehensive income.
NOTE 1 Corporate information, basis of preparation, basis of
consolidation and significant judgement and estimation
uncertainty
1.1 CORPORATE INFORMATION
at Gullhaug Torg 5, 0484 Oslo , Norway . Crayon Group Holding ASA is listed on Oslo Stock Exchange (Oslo Børs) under
the ticker “CRAYN”.
The principal activities for the Group’s various business areas are described in more detail in Note 3 Segment
Information.
Notes to the consolidated financial statements
29
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
| Gross sales | ||
(NOK millions) | 2023 | 2022 |
Gross Sales | 49,077 | 38,761 |
Netting of Gross Sales and Gross Purchase | -42,680 | -33,561 |
Revenue | 6,397 | 5,200 |
(NOK millions) | 2023 | 2022 |
| Total revenue per country | ||
Norway | 2,071 | 1,404 |
US | 717 | 547 |
Australia | 592 | 582 |
Other | 3,017 | 2,667 |
Total | 6,397 | 5,200 |
30
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
31
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
Software & Cloud | Services | |||||
| Software | Software | |||||
| Software & | & Cloud | & Cloud | Admin / | |||
| (NOK millions) | Cloud Direct | Channel | Economics | Consulting | Eliminations | Total |
| Revenue | ||||||
Nordics | 707 | 221 | 201 | 1,493 | -1 | 2,621 |
Europe | 566 | 201 | 256 | 367 | 7 | 1,397 |
APAC & MEA | 384 | 557 | 73 | 698 | 31 | 1,742 |
US | 174 | 60 | 380 | 105 | 1 | 720 |
HQ | 90 | 0 | -7 | 8 | 411 | 501 |
Eliminations | 35 | 19 | -2 | -12 | -624 | -584 |
Revenue | 1,957 | 1,057 | 900 | 2,657 | -175 | 6,397 |
| Gross profit | ||||||
Nordics | 707 | 221 | 173 | 1,037 | -1 | 2,137 |
Europe | 566 | 201 | 211 | 200 | 7 | 1,186 |
APAC & MEA | 384 | 557 | 55 | 329 | 4 | 1,328 |
US | 174 | 60 | 327 | 69 | 1 | 631 |
HQ | 90 | 0 | -7 | 7 | 440 | 530 |
Eliminations | 35 | 19 | 0 | 10 | -214 | -150 |
Gross profit | 1,957 | 1,057 | 760 | 1,651 | 237 | 5,662 |
Operating expenses | -1,020 | -489 | -691 | -1,628 | -1,089 | -4,917 |
EBITDA | 936 | 568 | 69 | 23 | -852 | 745 |
Depreciation, amortization and impairment | -302 | |||||
Share of results from associates | 0 | |||||
Net financial income and expenses | -524 | |||||
Net income before tax | -82 | |||||
Adjustments | 0 | 0 | 0 | 0 | 175 | 175 |
Adjusted EBITDA | 936 | 568 | 69 | 23 | -677 | 919 |
32
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
Software & Cloud | Services | |||||
| Software | Software | |||||
| Software & | & Cloud | & Cloud | Admin / | |||
| (NOK millions) | Cloud Direct | Channel | Economics Consulting | Eliminations | Total | |
| Revenue | ||||||
Nordics | 574 | 184 | 1,328 | 171 | 17 | 2,274 |
Europe | 429 | 127 | 245 | 205 | 29 | 1,035 |
APAC & MEA | 309 | 535 | 501 | 88 | 25 | 1,459 |
US | 150 | 44 | 75 | 279 | 1 | 547 |
HQ | 0 | 0 | 1 | 0 | 102 | 103 |
Eliminations | -33 | 18 | 0 | 0 | -202 | -218 |
Revenue | 1,428 | 908 | 2,150 | 742 | -28 | 5,200 |
| Gross profit | ||||||
Nordics | 574 | 184 | 861 | 138 | 7 | 1,765 |
Europe | 429 | 127 | 130 | 159 | 3 | 848 |
APAC & MEA | 309 | 535 | 254 | 54 | 27 | 1,179 |
US | 150 | 44 | 49 | 278 | 1 | 521 |
HQ | 0 | 0 | 0 | 0 | 102 | 102 |
Eliminations | -33 | 18 | 0 | 0 | 96 | 81 |
Gross profit | 1,428 | 908 | 1,295 | 629 | 235 | 4,496 |
Operating expenses | -701 | -404 | -1,147 | -541 | -951 | -3,744 |
EBITDA | 727 | 504 | 148 | 88 | -715 | 751 |
Depreciation, amortization and impairment | -334 | |||||
Share of results from associates | 7 | |||||
Net financial income and expenses | -358 | |||||
Net income before tax | 65 | |||||
Adjustments | 0 | 0 | 0 | 0 | 88 | 88 |
Adjusted EBITDA | 727 | 504 | 148 | 88 | -627 | 839 |
| Year to date ended | ||
| December 31, | ||
| (NOK millions) | 2023 | 2022 |
| Assets per market cluster | ||
- Nordics | 5,991 | 5,023 |
- Europe | 3,337 | 2,314 |
- APAC & MEA | 7,092 | 7,405 |
- US | 893 | 1,190 |
- HQ/eliminations | -768 | -1,099 |
Total | 16,544 | 14,833 |
| Year to date ended | ||
| December 31, | ||
| (NOK millions) | 2023 | 2022 |
| Assets per country | ||
Norway | 5,947 | 5,987 |
Australia | 1,801 | 1,351 |
Other | 8,797 | 7,495 |
Total | 16,544 | 14,833 |
33
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2023 | 2022 | |
| Payroll expenses | ||
Wages and salaries | 3,247 | 2,496 |
Social security | 344 | 269 |
Pension expenses | 165 | 130 |
Other benefits | 231 | 181 |
Total | 3,986 | 3,077 |
Average number of full time employees | 3,915 | 3,288 |
Women | 32% | 32% |
2023 | 2022 | |
| Other operating expenses | ||
Premise, furniture and office expenses | 252 | 168 |
External assistance | 167 | 148 |
Travel expenses | 57 | 40 |
Insurance | 15 | 12 |
Sales, advertising and entertainment costs | 102 | 72 |
Bad debt expenses | 82 | 58 |
Other | 81 | 81 |
Total | 756 | 580 |
2023 | 2022 | |
| Expensed audit fee | ||
Audit fee | 15.6 | 13.4 |
Other assurance services | 0.2 | 0.1 |
Other non-audit services | 0.4 | 0.6 |
Total | 16.1 | 14.0 |
2023 | 2022 | |
| Other income and expenses | ||
M&A expenses | 10 | 5 |
Contingent considerations, fair value adjustments | 18 | 28 |
Restructuring expenses | 1 | 11 |
Other non-recurring items | 102 | 30 |
Other income and expenses | 132 | 74 |
34
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2023 | 2022 | |
Cost related to equity-settled share-based compensation transactions | 43 | 29 |
Change in accrued employee social security tax | -1 | -15 |
Total cost related to share-based compensation | 42 | 13 |
35
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
| Options GMSP Bonus shares | ||||||
| Number of | Weighted Average | Number of | Weighted Average | Number of | Weighted Average | |
| instruments | Strike Price (NOK) | instruments | Strike Price (NOK) | instruments | Strike Price (NOK) | |
Outstanding Jan 1, 2023 | 1,767,458 | 56.53 | 132,801 | 1.00 | 172,147 | 1.00 |
Granted | 0 | 0 | 264,301 | 1.00 | 210,126 | 1.00 |
Exercised | -57,494 | 53.60 | -46,200 | 1.00 | -69,965 | 1.00 |
Performance Adjusted | 0 | 0 | 35,400 | 1.00 | 0 | 0 |
Terminated | -21,590 | 53.79 | -13,658 | 1.00 | -18,150 | 1.00 |
Outstanding Dec 31, 2023 | 1,688,374 | 56.67 | 372,644 | 1.00 | 294,158 | 1.00 |
Vested Dec 31, 2023 | 1,621,707 | 53.85 | 0 | 0 | 0 | 0 |
Outstanding instruments | Vested instruments | ||||
| Weighted | |||||
| Number of | Average remaining | Weighted Average | Vested instruments | Weighted Average | |
| Strike price (NOK) | instruments | contractual life | Strike Price (NOK) | Dec 31, 2023 | Strike Price (NOK) |
| Options | |||||
15.50 | 50,000 | 0.41 | 15.50 | 50,000 | 15.50 |
53.60 | 1,538,374 | 1.19 | 53.60 | 1,538,374 | 53.60 |
125.20 | 100,000 | 3.52 | 125.20 | 33,333 | 125.20 |
| GMSP | |||||
1.00 | 372,644 | 1.21 | 1.00 | 0 | 0 |
| Bonus shares | |||||
1.00 | 294,158 | 0.66 | 1.00 | 0 | 0 |
36
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
| Equipment Right-of-use assets | ||||||
| IT systems and | Office furnishings, | Leased | Other | |||
| (NOK millions) | equipment | fixtures and cars | Total | premises | leased items | Total |
Acquisition cost Jan 1, 2023 | 207 | 107 | 314 | 612 | 18 | 630 |
Additions | 43 | 11 | 54 | 145 | 15 | 161 |
Additions from business combinations | 0 | 0 | 0 | 0 | 0 | 0 |
Reclassifications | 0 | 0 | 0 | 0 | 0 | 0 |
Disposals | -65 | -1 | -66 | -80 | -13 | -92 |
Adjustments | 0 | 0 | 0 | 7 | 0 | 7 |
Currency translation | 6 | 5 | 11 | 19 | 1 | 20 |
Acquisition cost Dec 31, 2023 | 192 | 121 | 313 | 704 | 21 | 725 |
Accumulated depreciation Jan 1, 2023 | 165 | 59 | 224 | 163 | 15 | 178 |
Depreciation | 28 | 13 | 41 | 83 | 5 | 89 |
Depreciation from business combinations | 0 | 0 | 0 | 0 | 0 | 0 |
Disposals | -65 | -1 | -66 | -80 | -13 | -92 |
Currency translation | 8 | 3 | 11 | 4 | 0 | 4 |
Accumulated depreciation Dec 31, 2023 | 136 | 73 | 210 | 171 | 8 | 179 |
Net value per Dec 31, 2023 | 55 | 48 | 103 | 533 | 13 | 547 |
Depreciation period | 1-5 years | 1-5 years | 1-10 years | 1-5 years | ||
Depreciation method | Linear | Linear | Linear | Linear |
Equipment | Right-of-use assets | |||||
| IT systems and | Office furnishings, | Leased | Other | |||
| (NOK millions) | equipment | fixtures and cars | Total | premises | leased items | Total |
Acquisition cost Jan 1, 2022 | 171 | 69 | 239 | 222 | 16 | 238 |
Additions | 42 | 33 | 75 | 396 | 2 | 398 |
Additions from business combinations | 0 | 0 | 0 | 0 | 0 | 0 |
Reclassifications | 0 | 0 | 0 | 0 | 0 | 0 |
Disposals | -1 | -0 | -1 | -16 | -1 | -17 |
Currency translation | -4 | 6 | 1 | 10 | 0 | 11 |
Acquisition cost Dec 31, 2022 | 207 | 107 | 314 | 612 | 18 | 630 |
Accumulated depreciation Jan 1, 2022 | 134 | 44 | 179 | 114 | 12 | 126 |
Depreciation | 28 | 12 | 40 | 65 | 3 | 68 |
Depreciation from business combinations | 0 | 0 | 0 | 0 | 0 | 0 |
Disposals | -1 | 0 | -1 | -16 | -1 | -17 |
Currency translation | 4 | 2 | 6 | 1 | 0 | 1 |
Accumulated depreciation Dec 31, 2022 | 165 | 59 | 224 | 163 | 15 | 178 |
Net value per Dec 31, 2022 | 42 | 48 | 90 | 449 | 3 | 451 |
Depreciation period | 1-5 years | 1-5 years | 1-10 years | 1-10 years | ||
Depreciation method | Linear | Linear | Linear | Linear |
37
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
| Software | Development | Customer | Technology | ||
| licenses (IP) | costs | relationships | and software | Total | |
Acquisition cost Jan 1, 2023 | 9 | 479 | 1,011 | 215 | 1,714 |
Additions | 0 | 100 | 0 | 0 | 100 |
Disposals | 0 | -25 | -313 | 0 | -339 |
Currency translation | 0 | 2 | 31 | 2 | 34 |
Acquisition cost Dec 31, 2023 | 9 | 555 | 728 | 217 | 1,509 |
Amortization and impairment Jan 1, 2023 | 7 | 359 | 469 | 179 | 1,015 |
Amortization | 0 | 74 | 83 | 16 | 173 |
Impairment | 0 | 0 | 0 | 0 | 0 |
Disposals | 0 | -25 | -313 | 0 | -339 |
Accumulated amortization and impairment Dec 31, 2023 | 7 | 408 | 239 | 195 | 849 |
Net value Dec 31, 2023 | 1 | 148 | 489 | 22 | 660 |
Amortization period | 0-5 years | 3 years | 5-20 years | 3-10 years | |
Amortization method | Linear | Linear | Linear | Linear |
| Software | Development | Customer | Technology | ||
| licenses (IP) | costs | relationships | and software | Total | |
Acquisition cost Jan 1, 2022 | 9 | 386 | 986 | 209 | 1,590 |
Additions | 0 | 91 | 0 | 0 | 91 |
Additions from business combinations | 0 | 0 | 0 | 0 | 0 |
Currency translation | 0 | 2 | 24 | 7 | 34 |
Acquisition cost Dec 31, 2022 | 9 | 479 | 1,011 | 215 | 1,714 |
Amortization and impairment Jan 1, 2022 | 7 | 288 | 387 | 109 | 791 |
Amortization | 0 | 71 | 82 | 38 | 192 |
Impairment | 0 | 0 | 0 | 31 | 31 |
Accumulated amortization and impairment Dec 31, 2022 | 7 | 359 | 469 | 179 | 1,015 |
Net value Dec 31, 2022 | 2 | 120 | 541 | 37 | 700 |
Amortization period | 0-5 years | 3 years | 5-20 years | 3-10 years | |
Amortization method | Linear | Linear | Linear | Linear |
38
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2023 | 2022 | |
Acquisition cost Jan 1 | 3,256 | 3,108 |
Additions | 4 | 40 |
Currency translation | 110 | 109 |
Acquisition cost Dec 31 | 3,371 | 3,256 |
Impairment Jan 1 | 110 | 110 |
Impairment | 0 | 0 |
Accumulated impairment Dec 31 | 110 | 110 |
Net value Dec 31 | 3,262 | 3,147 |
| Goodwill split by CGU | ||||||
| 5 year | Pre-tax | 5 year | Pre-tax | |||
| sales CAGR | WACC | sales CAGR | WACC | |||
| 2023 | assumption | assumption | 2022 | assumption | assumption | |
| Licensing Norway | 271 | 10.5% | 13.5% | 271 | 12.4% | 12.8% |
| Consulting Norway | 150 | 11.2% | 13.5% | 150 | 13.2% | 12.8% |
Puzzlepart | 6 | 14.2% | 13.5% | 6 | 21.7% | 12.8% |
| Licensing Sweden | 53 | 7.9% | 13.5% | 53 | -12.0% | 12.8% |
| Crayon Denmark | 102 | 8.2% | 13.5% | 96 | 8.8% | 12.8% |
| Crayon Finland | 54 | 18.4% | 13.5% | 53 | 27.1% | 12.8% |
| Crayon Germany | 16 | 18.2% | 13.5% | 16 | 16.3% | 12.8% |
Crayon UK (Fast PPA) | 47 | 28.7% | 14.5% | 43 | 41.7% | 13.6% |
Kryptos Networks | 23 | 31.7% | 13.5% | 23 | 0.3% | 12.8% |
| Angelpoint (Anglepoint PPA) | 100 | 16.2% | 13.5% | 91 | 11.1% | 12.8% |
| Crayon US | 10 | 28.2% | 13.5% | 9 | 29.7% | 12.8% |
| Kryptos Technologies (India) | 3 | 30.3% | 13.5% | 3 | 61.1% | 12.8% |
| Crayon SG (Tribal Knowledge PPA) | 3 | 23.1% | 13.5% | 3 | 43.9% | 12.8% |
| Complit AS (Norway) | 4 | 27.0% | 13.5% | 4 | 5.3% | 12.8% |
| Sequint BV (the Netherlands) | 43 | 20.2% | 13.5% | 40 | 46.8% | 12.8% |
| Navicle | 17 | 4.9% | 13.5% | 16 | -21.4% | 12.8% |
Sensa | 113 | 9.1% | 13.5% | 105 | 25.1% | 12.8% |
rhipe | 2,247 | 10.6% | 15.1% | 2,164 | 15.9% | 13.4% |
Total | 3,262 | 3,147 |
39
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
NOTE 11 Earnings per share
| The Group’s earnings per share are calculated as: | ||
| (NOK millions) | 2023 | 2022 |
Net income/loss(-) allocated to owners of Crayon Group Holding ASA | -115 | 25 |
Basic earnings per share (NOK) | -1.29 | 0.29 |
Diluted earnings per share (NOK) | -1.29 | 0.28 |
Weighted average number of ordinary shares (basic) at Dec 31 | 89,305,765 | 88,607,776 |
| Weighted average number of ordinary shares (diluted) | ||
Weighted average number of ordinary shares (basic) | 89,305,765 | 88,607,776 |
Effect of dilution from share options | 1,221,218 | 1,236,403 |
Weighted average number of ordinary shares (diluted) at Dec 31 | 90,526,984 | 89,844,179 |
Number of outstanding ordinary shares per Jan 1 | 89,275,668 | 88,061,823 |
Number of outstanding ordinary shares per Dec 31 | 88,290,124 89,275,668 |
Number of outstanding shares are reduced by treasury shares, see Note 15 Equity.
2023 | 2022 | |
| Financial income | ||
Interest income from bank deposits | 18 | 27 |
Interest income from accounts receivable | 5 | 2 |
Total interest income | 23 | 29 |
Other financial income | 4 | 2 |
Other financial income | 4 | 2 |
Total financial income | 28 | 31 |
2023 | 2022 | |
| Financial expenses | ||
Interest expense credit institutions | 105 | 62 |
Interest expense leases | 31 | 17 |
Interest expense bond loan | 140 | 115 |
Total interest expense | 276 | 194 |
Foreign currency loss | 238 | 148 |
Impairment losses on financial assets | 0 | 14 |
Other financial expenses | 38 | 34 |
Total other financial expenses | 276 | 196 |
Total financial expenses | 552 | 389 |
40
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2023 | 2022 | |
Income tax on net profit | 149 | 106 |
Change in deferred taxes | -72 | -64 |
Total | 77 | 42 |
2023 | 2022 | |
Net income before income tax expense | -82 | 65 |
Norwegian statutory rate | 22% | 22% |
Estimated income taxes at statutory rate | -18 | 14 |
| Increase (decrease) in income taxes from: | ||
Effect of tax rates other than statutory tax rate in Norway | 6 | -2 |
Permanent differences | 42 | 12 |
Unrecognised deferred tax assets | 48 | 18 |
Total income tax expense | 77 | 42 |
41
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
NOTE 13 Current receivables and current assets
E
Accounts receivables relate to the sale of licenses or services that are within the normal operating cycle. If the
settlement is expected within one year or less, the receivable is classified under current assets. If exceeding more than
one year, the receivable is classified under non-current receivables.
Accounts receivables outstanding
(NOK millions)
2023 | % | 2022 | % | |
Not due | 5,110 | 64% | 4,358 | 65% |
1-30 days overdue | 1,176 | 15% | 876 | 13% |
30-60 days overdue | 395 | 5% | 367 | 5% |
60-90 days overdue | 245 | 3% | 178 | 3% |
90-120 days overdue | 157 | 2% | 213 | 3% |
More than 120 days overdue | 962 | 12% | 687 | 10% |
Total | 8,045 | 6,679 |
2023 | 2022 | |
Current assets | 69 | 3 |
Equipment | 68 | 72 |
Interest limitation | 32 | 0 |
Accruals | 109 | 117 |
Non-current debt/receivables | -105 | -59 |
Tax losses carried forward | 526 | 404 |
Purchase price allocations (intangible assets) | -215 | 0 |
Other | 19 | 26 |
Total basis for recognized deferred tax assets | 503 | 564 |
Deferred tax asset | 117 | 145 |
2023 | 2022 | |
Current assets | 254 | 307 |
Purchase price allocations (intangible assets) | 259 | 493 |
Equipment | 9 | 5 |
Accruals | -2 | -4 |
Other | 1 | 1 |
Total basis for recognized deferred tax liabilities | 521 | 801 |
Deferred tax liabilities | 115 | 200 |
2023 | 2022 | |
Opening balance as of Jan 1 | -55 | -109 |
Tax expense/income recognized in profit and loss | 72 | 64 |
Tax expense/income recognized in other comprehensive income | -17 | 19 |
Currency on balances | 2 | -3 |
Deferred tax assets and liabilities attributable to business combinations | 0 | -26 |
Net deferred tax liability as of Dec 31 | 2 | -55 |
42
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
(National Economic and Development Authority) and endorses the request for the pricing change. The process of
having PS-DBM to clarify approval of payments with CoA is still ongoing. The assessments of the management and
our legal advisor have not changed, and we expect the full payment to be processed. The software licenses are still in
use by the relevant Government agencies and the software vendor support our claim. No bad debt provision has been
made for this agreement.
The Group continues to intensify collection efforts over accounts receivable as a precaution against risk brought about
by increased operations in new markets outside the core Nordic region.
The current provision is in accordance with IFRS 9 and assessed to be best estimate when taking into consideration a
cautious approach.
Crayon has non-recourse factoring agreements implemented for a set of customers in Norway, Denmark and India.
As of December 31, 2023, accounts receivables are reduced by NOK 460m (2022: NOK 311m) compared to a situation
without the factoring agreements. Upon sale to factoring company, the accounts receivables are derecognized.
Other current receivables and current assets
(NOK millions)
2023 | 2022 | |
Unbilled revenue | 1,297 | 1,010 |
Public duty receivables | 553 | 490 |
Total other current receivables | 1,851 | 1,500 |
Contract assets | 253 | 199 |
Prepaid expenses and other | 220 | 378 |
Total current assets | 473 | 577 |
Total | 2,324 | 2,077 |
Please refer to Note 19 Financial risk for further details on the credit risk.
2023 | 2022 | |
Cash and cash equivalents | 1,467 | 1,530 |
Restricted cash | -49 | -52 |
Free available cash | 1,418 | 1,477 |
Available credit facility | 1,308 | 10 |
Liquidity reserve Dec 31 | 2,726 | 1,487 |
Allowance for doubtful accounts in the balance sheet
(NOK millions)
2023 | 2022 | |
Opening balance Jan 1 | 116 | 86 |
Currency translation | 6 | -0 |
Net allowance/reversal (-) | 76 | 30 |
Closing balance Dec 31 | 197 | 116 |
Profit or loss effect of bad debt
(NOK millions)
2023 | 2022 | |
Realized losses | 6 | 28 |
Allowance for doubtful accounts | 76 | 30 |
Net accounting losses on receivables | 82 | 58 |
The Group's credit risk exposure is mainly related to accounts receivables, unbilled revenue and contract assets. Losses
on receivables are reported as other operating expenses in profit or loss. Historical realized bad debt losses are limited,
and a significant part of the bad debt expense consists of increased allowances based on forward-looking analysis,
mainly considering ageing and any other impairment indicators. Total bad debt expense constituted 0.17% of gross sales
for 2023 versus 0.15% in 2022. Bad debt allowance made up 2.50% of total accounts receivables end of 2023 compared to
1.75% end of 2022. Contract assets refer to multi-period contracts, largely consisting of public customers carrying lower
credit risk. The credit risk of the contracts assets has been considered applying a factor of 0,05% on relevant gross sales,
netted to the contract assets.
The analysis related to the Group’s bad debt impairment testing is performed on each subsidiary by determining
appropriate groupings, considering estimated future economic factors, and adjusting historical loss rates for current
and forward-looking information. Relevant grouping of receivables is mainly geographical, aging of the balances and
difference between public and private end-users. The impairment analysis is based on the matrix presented below, with
an extra 5% allowance included for balances overdue more than 180 days in geographical areas considered as higher
risk. Based on specific assessment, governmental receivables can be excluded from this analysis. In addition to the
matrix analysis, the bad debt allowance can be considered on specific assessment of any balances outstanding.
Number of days overdue
| (NOK millions) General allowance | |
1-90 | 0% |
91-120 | 2.5% |
121-150 | 5% |
151-180 | 10% |
Above 180 | 20% |
Bad debt provision based on the matrix analysis amount to NOK 102m. In addition, specific assessments aggregate to
NOK 96m. A credit risk concentration related to the APAC & MEA region is considered in the assessment, see Note 19
Financial risk.
Included in the receivables more than 120 days overdue is an approximately NOK 490m delayed public sector
receivables from the Philippines. The receivables relate to invoicing in 2022. During 2023, there has been no material
change in the process of collecting the receivable. The Department of Budget and Management Procurement Services
(“PS-DBM”) was in 2022 subject to an audit by the Commission of Audit (CoA). The audit led to a stop in payments,
as timing was dependent on official audit completion. The Annual Audit Report was released in July 2023 and CoA
recommended PS-DBM to proceed with the payment of USD 37m. The remaining outstanding amount of USD 8m
relates to new taxation included in the price of the licenses, where PS-DBM is recommended to coordinate with NEDA
43
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
Ordinary shares | Treasury shares | Total | ||||
2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
Issued at Jan 1 | 89,285,768 | 88,071,987 | -10,100 | -10,100 | 89,275,668 | 88,061,887 |
Issued for payment of shares in Rewired at Sept 7 | 0 | 315,168 | 0 | 0 | 0 | 315,168 |
Exercised share options and bonus shares at May 27 | 0 | 542,498 | 0 | 0 | 0 | 542,498 |
Exercised share options and bonus shares at Aug 29 | 0 | 356,115 | 0 | 0 | 0 | 356,115 |
Exercised share options and bonus shares at Jan 19 | 115,576 | 0 | 0 | 0 | 115,576 | 0 |
Exercised share options and bonus shares at Sept 25 | 173,580 | 0 | 0 | 0 | 173,580 | 0 |
Repurchase of own shares | 0 | 0 | -1,274,700 | 0 | -1,274,700 | 0 |
Issued Dec 31 - fully paid | 89,574,924 | 89,285,768 | -1,284,800 | -10,100 | 88,290,124 | 89,275,668 |
44
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2023 | 2022 | |
Contingent consideration from business combinations | 3 | 8 |
Customer contract financing | 0 | 1 |
Liabilities to employees | 20 | 5 |
Other | 10 | 19 |
Total | 33 | 33 |
2023 | 2022 | |
Contingent consideration from business combinations | 28 | 23 |
Customer contract financing | 0 | 23 |
Employee benefits related accruals | 440 | 367 |
Prepayments | 59 | 63 |
Accruals | 1,249 | 973 |
Other | 48 | 77 |
Total | 1,824 | 1,525 |
2023 | 2022 | |||||
| (NOK millions) | Non-current | Current | Total | Non-current | Current | Total |
Bond loan | 1,800 | 0 | 1,800 | 1,800 | 0 | 1,800 |
| Amortization cost | -8 | 0 | -8 | -22 | 0 | -22 |
Revolving credit facility | 0 | 0 | 0 | 900 | 0 | 900 |
Overdraft facility | 0 | 0 | 0 | 0 | 0 | 0 |
Supplier financing | 0 | 127 | 127 | 0 | 0 | 0 |
Lease liabilities | 488 | 93 | 582 | 410 | 73 | 483 |
Other interest-bearing debt | 0 | 106 | 106 | 0 | 122 | 122 |
Total financial liabilities | 2,280 | 326 | 2,607 | 3,088 | 194 | 3,282 |
45
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
| Fair value through | Financial assets at | Financial liabilities | Total carrying | |
| profit or loss | amortized cost | at amortized cost | amount | |
| 2023 | ||||
| Financial assets | ||||
Other non-current receivables | 0 | 156 | 0 | 156 |
Accounts receivable | 0 | 7,847 | 0 | 7,847 |
Other current receivables | 0 | 2,113 | 0 | 2,113 |
Cash and cash equivalent | 0 | 1,467 | 0 | 1,467 |
Total financial assets | 0 | 11,584 | 0 | 11,584 |
| Financial liabilities | ||||
Bond loan | 0 | 0 | 1,792 | 1,792 |
Lease liability | 0 | 0 | 582 | 582 |
Other non-current liabilities | 3 | 0 | 25 | 28 |
Other current interest bearing debt | 0 | 0 | 233 | 233 |
Other current liabilities | 28 | 0 | 0 | 28 |
Accounts payable | 0 | 0 | 8,753 | 8,753 |
Total financial liabilities | 31 | 0 | 11,385 | 11,415 |
| Fair value through | Financial assets at | Financial liabilities | Total carrying | |
| profit or loss | amortized cost | at amortized cost | amount | |
| 2022 | ||||
| Financial assets | ||||
Other non-current receivables | 0 | 71 | 0 | 71 |
Accounts receivable | 0 | 6,563 | 0 | 6,563 |
Other current receivables | 0 | 1,721 | 0 | 1,721 |
Cash and cash equivalent | 0 | 1,530 | 0 | 1,530 |
Total financial assets | 0 | 9,884 | 0 | 9,884 |
| Financial liabilities | ||||
Bond loan | 0 | 0 | 1,778 | 1,778 |
Lease liability | 0 | 0 | 483 | 483 |
Revolving credit facility | 0 | 0 | 900 | 900 |
Other non-current liabilities | 8 | 0 | 25 | 33 |
Other current-interest bearing debt | 0 | 0 | 122 | 122 |
Other current liabilities | 24 | 0 | 12 | 36 |
Accounts payable | 0 | 0 | 6,563 | 6,563 |
Total financial liabilities | 33 | 0 | 9,882 | 9,915 |
46
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2023 | 2022 | |
Level 1 | 0 | 0 |
Level 2 | 0 | 2 |
Level 3 | 31 | 31 |
Total | 31 | 33 |
Reconciliation of liabilities arising from financing activities
(NOK millions)
| Total liabilities | |||||
| Transaction | Non-current | Other interest- | Lease | from financing | |
| costs | bond loan | bearing debt | liabilities | activities | |
Dec 31, 2022 | -22 | 2,700 | 122 | 483 | 3,282 |
Repayment of RCF | 0 | -900 | 0 | 0 | -900 |
Proceeds from supplier financing | 0 | 0 | 127 | 0 | 127 |
New lease agreements, net of additions and terminations | 0 | 0 | 0 | 168 | 168 |
Amortizations | 14 | 0 | 0 | 0 | 14 |
Payment of lease liabilities | 0 | 0 | 0 | -80 | -80 |
Credit facility | 0 | 0 | -16 | 0 | -16 |
Currency effect | 0 | 0 | 0 | 11 | 11 |
Dec 31, 2023 | -8 | 1,800 | 233 | 582 | 2,607 |
NOTE 19 Financial risk
The Group activities involve various types of financial risk, including market risk, credit risk and liquidity risk. The Group
Treasury department mitigates risk that can be controlled, in close cooperation with the subsidiaries.
47
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
| (NOK millions) | H1 2024 | H2 2024 | H1 2025 | H2 2025 | H1 2026 | H2 2026 | 2027-> | Total |
Bond loan | 76 | 76 | 76 | 1,806 | 0 | 0 | 0 | 2,035 |
Other financial liabilities | 19 | 19 | 16 | 16 | 0 | 0 | 0 | 71 |
| Other current interest | 233 | 0 | 0 | 0 | 0 | 0 | 0 | 233 |
| bearing debt | ||||||||
Accounts Payable | 8,753 | 0 | 0 | 0 | 0 | 0 | 0 | 8,753 |
Lease payments | 63 | 63 | 60 | 60 | 53 | 53 | 351 | 706 |
Total | 9,144 | 158 | 153 | 1,883 | 53 | 53 | 351 | 11,797 |
NOTE 20 Business combinations
In 2023, no acquisitions have been carried out.
In 2023, payments related to subsequent earn-out from prior year acquisition of Navicle Pty Ltd amounts to NOK 27m
and acquisition of Fischer amounts to NOK 4m. Refer to Note 5 for changes in fair value of earn-outs recognized in profit
or loss in 2023 and Note 17 for provisions related to earn-out as of year-end 2023.
For 2022, additions include two smaller acquisitions; Finland (Solvit) and UK (Fisher) aggregating NOK 14m.
2023 | 2022 | |||
| Accounts | Unbilled | Accounts | Unbilled | |
| (NOK millions) | receivables | revenue | receivables | revenue |
Nordics | 2,100 | 195 | 1,822 | 162 |
Europe | 1,876 | 224 | 1,366 | 160 |
APAC & MEA | 3,552 | 601 | 2,965 | 541 |
US | 506 | 162 | 513 | 147 |
HQ | 11 | 115 | 12 | 0 |
Total | 8,045 | 1,297 | 6,679 | 1,010 |
2023 | 2022 | |||||
| Adjusted | Appreciates | Depreciates | Adjusted | Appreciates | Depreciates | |
| (NOK millions) | EBITDA | 10% | 0% | EBITDA | 10% | 10% |
| Currency | ||||||
SEK | 143 | -14 | 14 | 118 | -12 | 12 |
DKK | 91 | -9 | 9 | 99 | -10 | 10 |
EUR | 75 | -8 | 8 | 114 | -11 | 11 |
USD | 0 | 0 | 0 | 61 | -6 | 6 |
INR | 90 | -9 | 9 | 61 | -6 | 6 |
AUD | 87 | -9 | 9 | 107 | -11 | 11 |
Effect of sensitivity | -49 | 49 | -56 | 56 |
48
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
NOTE 21 Management remuneration
Remuneration to the executive management is summarized below. Only remuneration earned as part of executive
management is included.
| (NOK millions) | 2023 | 2022 |
Salary | 18.1 | 15.0 |
Bonus | 3.5 | 4.6 |
Pension | 0.6 | 1.1 |
| Share-based compensation | 5.5 | 8.8 |
Other benefits | 0.6 | 0.4 |
Total | 28.4 | 29.9 |
1
1
Cost based on Black-Scholes model.
Remuneration to the members of the Board is summarized below. The Board of Directors and committee fees are
approved by the shareholders at the Annual General Meeting for the period until the next Annual General Meeting.
Amounts presented below represent the fees approved by the Annual General Meeting in 2023 and 2022, respectively.
| (NOK millions) | 2023 | 2022 |
Board of Directors fee | 3.4 | 3.2 |
Remuneration Committee fee | 0.2 | 0.1 |
Audit and Risk Committee fee | 0.3 | 0.5 |
| Share-based compensation | 0.2 | 0.2 |
Total | 4.0 | 4.0 |
1
1
Cost based on Black-Scholes model
More detailed information on the compensation to the Group’s directors including executive management as well as
members of the Board of Directors is provided in a separate remuneration report prepared in accordance with the
Norwegian Public Limited Liability Companies Act § 6-16b. The report for the financial year 2023 will be published on the
Group’s website subsequent to the general assembly.
NOTE 22 Related parties
Transactions with related persons are disclosed in Note 21 Management remuneration and in the Remuneration report.
Overview of related companies are disclosed in Note 24 Subsidiaries, associates and non-controlling interests. During
2023, the Group had no other related parties.
Any transactions, agreements or arrangements between the Group and related parties are entered into as part of the
ordinary course of business and on arm’s length market terms.
NOTE 23 Collateral and guarantees
As security for the Crayon Group's Super Senior Multicurrency Revolving Credit Facility Agreement (RCF), Crayon Group
AS has provided a first priority assignment agreement with respect to the RCF and the top account in the cash pool
agreement to which it is a party. The liability of each Guarantor, listed below, shall be limited to NOK 1,200m plus any
unpaid amount of interest, fees, liability, premium and expenses. The security included pledges over accounts receivable
limited to NOK 450m for each guarantor in addition to pledges over shares and intercompany loans. Total carrying
amount for the Group that has been pledged amounts to NOK 1,432m of accounts receivables, NOK 3,569m for shares
and NOK 3,590 for intercompany loans. For further information see Note 16 Interest bearing debt and derivatives.
List of guarantors
Crayon Group Holding ASA
Crayon Group AS
Crayon AS
Inmeta Consulting AS
Crayon A/S
Crayon AB
Crayon Group Holding ASA (parent company) guarantees to Microsoft the full and promptly payment of a number of
the parent company's affiliates outstanding debt and performance obligations, related to the normal core of business
of the Group and recognized as part of account payables in the statement of the financial position. At year end, the total
outstanding debt and obligations of the relevant parent company affiliates amounted to NOK 4,861m.
Other guarantees consist of:
| Amount | |||||
(In millions) | Type of Guarantee | Guarantee | Amount | Currency | (NOK) |
| Subsidiaries | |||||
Crayon IN | Financial Security | ICICI Bank Limited | 392 | INR | 48 |
| Crayon Group | Skattetrekk | Skatteetaten | 47 | NOK | 47 |
| Holding ASA | |||||
Crayon AS | Rental | Avantor Gullhaug Torg 5 AS | 12 | NOK | 12 |
Crayon PL | Performance | Javno Preuzece 'Elektroprivreda | 1 | USD | 11 |
Crayon LV | Performance | 1 | EUR | 7 | |
Rhipe AU | Rental | Sydney Rent-supplementary | 1 | AUD | 7 |
Crayon PT | Performance | SPMS - Servicos Partilhados Do | 0 | EUR | 5 |
Rhipe AU | Rental | Sydney Rent | 1 | AUD | 5 |
Crayon UK | Payment | Bacstel, UK | 0 | GBP | 5 |
Crayon PL | Performance | 2 | PLN | 4 | |
Crayon PT | Performance | Instituto de Informatica | 0 | EUR | 4 |
Crayon DE | Rental | WCP Munich | 0 | EUR | 1 |
Crayon FR | Rental | La Francaise Real Estate Managers | 0 | EUR | 1 |
Crayon PL | Bid bond | 0 | PLN | 1 | |
Crayon FI | Rental | Eläkevakuutusosakeyhtiö Veritas | 0 | EUR | 1 |
Rhipe AU | Rental | Melbourne Rent | 0 | AUD | 1 |
Rhipe AU | Rental | Brisbane Rent | 0 | AUD | 1 |
Crayon SE | Rental | Fastighet AB | 1 | SEK | 1 |
Inmeta Consulting Rental | Utstillingsplassen Eiendom AS | 0 | NOK | 0 | |
Crayon PL | Payment | DWS Grundbesitz GmbH Sp. z o.o. | 0 | PLN | 0 |
Inmeta Consulting Rental | Inger Bang Lunds vei 10-16 AS | 0 | NOK | 0 | |
Crayon PL | Performance | 0 | EUR | 0 | |
Crayon DE | Rental | Dussten | 0 | EUR | 0 |
Crayon DE | Rental | Schroder | 0 | EUR | 0 |
Crayon UK | Performance | 0 | EUR | 0 | |
Crayon FI | Rental | Y Unlimited | 0 | EUR | 0 |
Crayon DE | Rental | Kapfinger Vermogensverwaltungs GmbH | 0 | EUR | 0 |
49
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
| Ownership % | |||
Subsidiary | Office location | 2023 | 2022 |
Crayon Software Experts Romania S.R.L. | Bucharest | 80% | 80% |
Crayon Poland sp. z o.o. | Warszawa | 80% | 80% |
Crayon Czech Republic and Slovakia s.r.o. | Prague | 80% | 80% |
LLC «Crayon Ukraine» | Kyiv | 80% | 80% |
Crayon Magyarország Korlátolt Felelősségű Társaság | Budapest | 80% | 80% |
CRAYON, celovite IT rešitve, d.o.o. | Ljubljana | 80% | 80% |
Anglepoint (UK) Limited | London | 77% | 77% |
Anglepoint Group (Germany) GmbH | Hamburg | 77% | 77% |
Anglepoint (Ireland) Limited | Ballincollig | 77% | 77% |
Fisher IT Services Holdings Limited | London | 77% | 77% |
Fisher IT Asset Consulting Limited | London | 77% | 77% |
Fisher Analytics and Control Technology Limited | London | 77% | 77% |
Rhipe UK Pty Ltd | London | 0% | 100% |
Crayon Lithuania UAB | Vilnius | 100% | 0% |
Crayon Estonia OÜ | Tallinn | 100% | 0% |
Anglepoint Group, Inc. (CH Branch) | Basel | 77% | 0% |
| APAC & MEA | |||
Crayon DMCC | Dubai | 80% | 80% |
| Crayon Abu Dhabi | Abu Dhabi | 39% | 39% |
| Crayon Arab Company for Information Systems Technology LLC | Doha | 39% | 39% |
Atria Technologies Pte Ltd | Singapore | 100% | 100% |
Crayon Pte Ltd | Singapore | 100% | 100% |
Kryptos Networks Pvt Ltd | Chennai | 100% | 100% |
Kryptos Technologies Private Limited | Mumbai | 50% | 50% |
Crayon Software Experts India Pvt Ltd | Mumbai | 100% | 100% |
Crayon Software Experts Philippines Inc | Makati City | 99% | 99% |
Crayon Software Experts Malaysia Sdn Bhd | Kuala Lumpur | 90% | 90% |
Crayon Australia PTY LTD | Sydney | 100% | 87% |
Crayon Mauritius Ltd | Port Louis | 100% | 100% |
Crayon Africa SA | Johannesburg | 100% | 100% |
Wadi Al Omar CO | Riyadh | 100% | 85% |
Crayon Sri Lanka | Colombo | 90% | 90% |
Navicle Pty Ltd | Sydney | 100% | 100% |
Crayon IT Services Private Limited | Mumbai | 100% | 100% |
PT Rhipe International Indonesia | Jakarta | 99% | 99% |
rhipe Japan K. K. | Tokyo | 80% | 80% |
PT Krayon Konsultan Indonesia | Jakarta | 100% | 100% |
Crayon Australia Holding Pty Ltd (Holdco) | Melbounre | 100% | 100% |
Crayon Software Experts Australia Pty Ltd (Bidco) | Melbounre | 100% | 100% |
Rhipe Limited | Sydney | 100% | 100% |
Rhipe Australia Pty Ltd | Sydney | 100% | 100% |
Rhipe Dynamics Pty Ltd | Sydney | 100% | 100% |
| Ownership % | |||
Subsidiary | Office location | 2023 | 2022 |
| Nordics | |||
Crayon Group AS | Oslo | 100% | 100% |
Crayon AS | Oslo | 100% | 100% |
Inmeta Consulting AS | Oslo | 100% | 100% |
Esito AS | Oslo | 100% | 100% |
Puzzlepart AS | Oslo | 100% | 79% |
Crayon Consulting A/S | Copenhagen | 100% | 100% |
Crayon A/S | Copenhagen | 100% | 100% |
Crayon AB | Stockholm | 100% | 100% |
Crayon OY | Helsinki | 100% | 100% |
Crayon Iceland ehf. | Reykjavik | 100% | 100% |
Ice Distributions hf | Reykjavik | 100% | 100% |
COMPLIT AS | Oslo | 100% | 100% |
Crayon IOT AS | Oslo | 100% | 100% |
Crayon Constellation AS | Oslo | 0% | 100% |
Inmeta Management Consulting AS | Oslo | 70% | 70% |
Sensa Ehf | Reykjavík | 100% | 100% |
| Europe | |||
Crayon UK Ltd | London | 100% | 100% |
Crayon France SAS | Paris | 90% | 79% |
Crayon Deutschland GmbH | Munich | 100% | 100% |
Crayon Austria GmbH | Vienna | 100% | 100% |
Crayon Schweiz AG | Altdorf | 99% | 99% |
Crayon Software Experts Spain SL | Madrid | 100% | 86% |
Crayon Software Licensing Unipessoal LDA | Lisbon | 100% | 86% |
Crayon BV | Amsterdam | 100% | 100% |
Crayon doo Beograd | Beograd | 80% | 80% |
Crayon Bulgaria OOD | Sofia | 80% | 80% |
SEQUINT BV | Rotterdam | 100% | 100% |
Krejon Makedonija DOO | Skopje | 100% | 90% |
SIA “Crayon Latvia” | Riga | 83% | 83% |
50
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
| Ownership % | |||
Subsidiary | Office location | 2023 | 2022 |
Rhipe Technology(Thailand) Co. Ltd | Bangkok | 100% | 100% |
rhipe Philippines, Inc | Manila | 100% | 100% |
Rhipe Licensing Technology Korea Ltd | Seoul | 100% | 100% |
Rhipe Singapore Pte Ltd | Singapore | 100% | 100% |
Rhipe Malaysia Sdn. Bhd. | Kuala Lumpur | 100% | 100% |
rhipe Technology Philippines, Inc | Manila | 100% | 100% |
rhipe Lanka (Pvt) Limited | Colombo | 100% | 100% |
Rhipe Hong Kong Limited | Hong Kong | 100% | 100% |
Rhipe New Zealand Ltd | Auckland | 100% | 100% |
Dynamic Business IT Solutions Pty Limited | Brisbane | 100% | 100% |
SmartEncrypt Pty Ltd | Sydney | 100% | 100% |
Parallo Limited | Auckland | 100% | 100% |
Parallo Pty Ltd ATF Parallo Unit Trust | Sydney | 100% | 100% |
emt Distribution Pty Ltd | Adelaide | 100% | 100% |
emt Distribution Pte Ltd | Singapore | 100% | 100% |
Rhipe Cloud Solutions Pty Ltd | Sydney | 100% | 100% |
Rhipe Solutions Australia Pty Ltd | Sydney | 100% | 100% |
Anglepoint Group, Inc | New South Wales | 77% | 77% |
Anglepoint India Private Limited | Delhi | 77% | 77% |
Crayon Software Consulting and Trading | Doha | 49% | 0% |
| U.S. | |||
Crayon Software Experts Holding LLC | Dallas | 100% | 100% |
Crayon Software Experts LLC | Dallas | 77% | 77% |
Anglepoint Group Inc | San Francisco | 77% | 77% |
Software Wholesale International Inc | Denver | 77% | 77% |
Crayon Global Services GmbH | Munich | 77% | 77% |
Anglepoint International Holding LLC | Canada | 77% | 0% |
Anglepoint ULC | Canada | 77% | 0% |
Rhipe Solutions LLC | New York | 100% | 100% |
| Associates | |||
Cloud Direct Limited | England and Wales | 23% | 23% |
51
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2023 | 2022 | |||||
| NCI ownership | NCI share of | NCI share of | NCI ownership | NCI share of | NCI share of | |
| (NOK millions) | share | equity | net income | share | equity | net income |
| Nordics | ||||||
Inmeta Management Consulting AS | 30% | -3 | -2 | 30% | -2 | -2 |
Puzzlepart AS Europe | 0% | 0 | 0 | 21% | 10 | 4 |
Crayon Schweiz AG | 2% | 2 | 0 | 2% | 2 | 0 |
Crayon Software Licensing Unipessoal LDA | 0% | 0 | 0 | 14% | 0 | 0 |
Crayon Software Experts Spain SL | 0% | 0 | 0 | 14% | -4 | 0 |
Crayon France SAS | 10% | 2 | 2 | 21% | 6 | 3 |
Crayon doo Beograd | 20% | 1 | 0 | 20% | 0 | 1 |
Crayon Bulgaria OOD | 20% | 3 | 1 | 20% | 2 | 0 |
SIA "Crayon Latvia" | 17% | -1 | -2 | 17% | 0 | -1 |
Crayon Software Experts Romania S.R.L. | 20% | 3 | 1 | 20% | 2 | 0 |
Crayon Poland sp. z o.o. | 20% | 4 | 3 | 20% | 1 | 1 |
Crayon Czech Republic and Slovakia s.r.o. | 20% | -1 | -3 | 20% | 1 | 0 |
LLC "Crayon Ukraine" | 20% | 2 | 2 | 20% | 0 | -1 |
Crayon Magyarország Korlátolt Felelősségű Társaság | 20% | 1 | 0 | 20% | 1 | -1 |
CRAYON, celovite IT rešitve, d.o.o. | 20% | -1 | -1 | 20% | 1 | -1 |
Anglepoint (UK) Limited | 23% | -2 | -3 | 23% | 1 | -3 |
Anglepoint Group (Germany) GmbH | 23% | 0 | 0 | 23% | 0 | 0 |
Anglepoint (Ireland) Limited | 23% | 0 | 0 | 23% | 0 | 0 |
Fisher IT Services Holdings Limited | 23% | 0 | 0 | 23% | 0 | 0 |
Fisher IT Asset Consulting Limited | 23% | 1 | 1 | 23% | 0 | 0 |
Fisher Analytics and Control Technology Limited | 23% | 0 | 0 | 23% | 0 | 0 |
Krejon Makedonija DOO | 0% | 0 | 0 | 10% | 0 | 0 |
Anglepoint Group, Inc. (CH Branch) | 23% | 0 | 0 | 0% | 0 | 0 |
| APAC & MEA | ||||||
Crayon DMCC | 20% | -5 | -16 | 20% | 7 | 4 |
Crayon Abu Dhabi | 61% | -14 | -22 | 61% | 8 | 3 |
Crayon Arab Company for Information Systems Technology LLC | 61% | 12 | 11 | 61% | 1 | 0 |
Kryptos Technologies Private Limited | 50% | 2 | 3 | 50% | -1 | 0 |
Crayon Software Experts Philippines Inc | 1% | -2 | -1 | 1% | -2 | -2 |
Crayon Software Experts Malaysia Sdn Bhd | 10% | -3 | -2 | 10% | -1 | -1 |
Crayon Sri Lanka | 10% | -4 | -1 | 10% | -2 | -3 |
Crayon Australia PTY LTD | 0% | 0 | 0 | 13% | -5 | -2 |
Wadi Al Omar CO | 0% | 0 | 0 | 15% | 5 | 4 |
PT Rhipe International Indonesia | 1% | 0 | 0 | 1% | 0 | 0 |
rhipe Japan K. K. | 20% | -3 | -1 | 20% | -2 | -2 |
Anglepoint Group, Inc | 23% | 0 | 0 | 23% | 0 | 0 |
52
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
2023 | 2022 | |||||
| NCI ownership | NCI share of | NCI share of | NCI ownership | NCI share of | NCI share of | |
| (NOK millions) | share | equity | net income | share | equity | net income |
Anglepoint India Private Limited | 23% | 0 | 0 | 23% | 0 | 0 |
Crayon Software Consulting and Trading | 51% | 0 | 0 | 0% | 0 | 0 |
| U.S. | ||||||
Crayon Software Experts LLC | 23% | -28 | -19 | 23% | -10 | -9 |
Anglepoint Group Inc | 23% | 20 | 5 | 23% | 15 | 3 |
Software Wholesale International Inc | 23% | -1 | 0 | 23% | -1 | 0 |
Crayon Global Services GmbH | 23% | -2 | 0 | 23% | -2 | 0 |
Anglepoint International Holding LLC | 23% | 0 | 0 | 0% | 0 | 0 |
Anglepoint ULC | 23% | 0 | -1 | 0% | 0 | 0 |
Total | -17 | -44 | 30 | -2 |
2023 | 2022 | |||||
| Ownership | Share of | Share of net | Ownership | Share of | Share of net | |
| (NOK millions) | share | investment | income | share | investment | income |
Cloud Direct Limited | 23% | 43 | 0 | 23% | 43 | 7 |
Total | 43 | 0 | 43 | 7 |
53
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
NOTE 25 Largest shareholders, numbers of shares held by
management and Board of Directors
The Company’s major shareholders as of December 31, who own more than 1.0% of the share capital, are:
Shareholder name | Total Shareholding |
OEP ITS Coöperatief Holding U.A | 8.3% |
Karbon Invest AS | 7.5% |
Skandinaviska Enskilda Banken AB | 6.6% |
Nordnet Bank AB | 5.6% |
State Street Bank and Trust Comp | 5.4% |
The Bank of New York Mellon | 4.2% |
J.P. Morgan SE | 3.4% |
Folketrygdfondet | 2.9% |
Hvaler Invest AS | 2.3% |
Verdipapirfondet DNB Norge | 2.2% |
Credit Suisse (Switzerland) Ltd. | 2.1% |
Verdipapirfondet Holberg Norge | 2.1% |
State Street Bank and Trust Comp | 1.9% |
VPF DNB AM Norske Aksjer | 1.8% |
Clearstream Banking S.A. | 1.7% |
J.P. Morgan SE | 1.5% |
Crayon Group Holding ASA | 1.3% |
Danske Invest Norske Instit. II. | 1.3% |
Verdipapirfondet DNB SMB | 1.2% |
Verdipapirfondet First Generator | 1.2% |
State Street Bank and Trust Comp | 1.1% |
Kverva Finans AS | 1.1% |
The Bank of New York Mellon SA/NV | 1.0% |
The Company’s trustees have shares in the Company:
Officer | Total number of shares |
Karbon Invest AS (Jens Rugseth and Rune Syversen) | 4,800,000 |
Bente Liberg (CHRO), Goodcharma AS | 440,690 |
Jon Birger Syvertsen (CSO) | 108,070 |
Grethe Viksaas (board member) | 43,664 |
Melissa Mulholland (CEO) | 29,886 |
Gudmundur Adalsteinsson (CSO) | 24,249 |
Dagfinn Ringås (board member), CDR Holding AS | 20,000 |
Mette Wam (employee representative) | 17,969 |
Jens Rugseth (board member), Rugz AS | 15,176 |
Brede Huser (CFO) | 8,000 |
Florian Rosenberg (CTO) | 7,864 |
Erwin Heinrich (COO) | 5,458 |
Liv Hege Jensen (employee representative) | 5,377 |
Wenche Marie Agerup (board member) | 2,500 |
Rune Syversen (board member), Sevencs AS | 2,125 |
Jennifer Koss (board member), Firea AS | 850 |
NOTE 27 Subsequent events
On March 15, 2024, the Company announced it had mandated Danske Bank and Pareto Securities as Joint Lead
Managers to arrange a series of fixed income investor meetings commencing March 18, 2024, where a new 4-year
NOK 1,200m senior unsecured floating rate bond issue may follow, subject to market conditions. The net proceeds from
the contemplated bond issue will be used to refinance the outstanding NOK 1,800m issued under the 2021/2025 senior
unsecured bond framework due July 15, 2025, with ISIN NO0011045478 (“Existing Bonds”).
No further significant events to report after the reporting date.
54
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Statement of income
Balance sheet
Cash flow statement
NOTES TO FINANCIAL STATEMENTS
Note 1 Accounting principles
Note 2 Transactions with related
parties
Note 3 Other operating expenses
Note 4 Investment in subsidiaries
Note 5 Tax
Note 6 Equity
Note 7 Share capital
Note 8 Financial instruments
Note 9 Issuance of bond loan
Note 10 Financial income and
expenses
Crayon Group Holding ASA
Statement of income 1.1 - 31.12
(NOK millions)
Note 2023 2022
Operating income/expenses (-)
Payroll expenses
2, 3 -7 -3
Other operating expenses
3 -24 -13
Total operating income/expenses (-) -30 -16
Operating profit (EBIT) -30 -16
Financial income and expenses
Income from subsidiaries and other group companies
2, 4 71 0
Interest income from group companies 2 79 34
Other interest income 0 0
Other financial income
10 231 17
Total financial income 381 51
Other interest expenses to group companies -1 -0
Other interest expenses
10 -141 -114
Other financial expenses
10 -121 -13
Total financial expenses -262 -128
Net financial income/expenses (-) 119 -76
Net income/loss (-) before tax 89 -93
Income tax expense on net income
5 -21 20
Net income/loss (-) 68 -72
Brought forward
To other equity
6 68 0
Loss carried forward
6 0 -72
Net carried forward 68 -72
Financial statements
55
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Statement of income
Balance sheet
Cash flow statement
NOTES TO FINANCIAL STATEMENTS
Note 1 Accounting principles
Note 2 Transactions with related
parties
Note 3 Other operating expenses
Note 4 Investment in subsidiaries
Note 5 Tax
Note 6 Equity
Note 7 Share capital
Note 8 Financial instruments
Note 9 Issuance of bond loan
Note 10 Financial income and
expenses
Crayon Group Holding ASA
Balance sheet as of 31.12
(NOK millions)
Note 2023 2022
ASSETS
NON-CURRENT ASSETS
Deferred tax asset 5 31 50
Investments in subsidiaries
4 922 880
Loan to group companies 2 4 4
Total non-current assets 956 934
CURRENT ASSETS
Other receivables 1, 2 3,006 2,972
Total receivables 3,006 2,972
Cash & cash equivalents
1 3 1
Total current assets 3,009 2,973
Total assets 3,965 3,907
(NOK millions)
Note 2023 2022
EQUITY AND LIABILITIES
Paid-in equity
Share capital
6, 7 90 89
Own shares
6, 7 -100 -0
Share premium 6 1,821 1,818
Total paid-in equity 1,810 1,907
Retained earnings
6 83 -30
Total equity 1,893 1,877
NON-CURRENT LIABILITIES
Bond loan 8, 9 1,792 1,787
Total non-current liabilities 1,792 1,787
CURRENT LIABILITIES
Accounts payable 3 1
Other current liabilities
2 277 242
Total current liabilities 280 242
Total liabilities 2,072 2,030
Total equity and liabilities 3,965 3,907
Oslo, March 20, 2024
Rune Syversen Wenche Agerup Jennifer Koss Jens Moberg Dagfinn Ringås Jens Rugseth
(Chairman) (Board Member) (Board Member) (Board Member) (Board Member) (Board Member)
Grethe H. Viksaas Liv Hege Jensen Lars Larhammer Mette Wam Melissa Mulholland
(Board Member) (Employee Representative) (Employee Representative) (Employee Representative) (CEO)
56
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Statement of income
Balance sheet
Cash flow statement
NOTES TO FINANCIAL STATEMENTS
Note 1 Accounting principles
Note 2 Transactions with related
parties
Note 3 Other operating expenses
Note 4 Investment in subsidiaries
Note 5 Tax
Note 6 Equity
Note 7 Share capital
Note 8 Financial instruments
Note 9 Issuance of bond loan
Note 10 Financial income and
expenses
Crayon Group Holding ASA
Cash flow statement
(NOK millions)
2023 2022
Cash flow from operating activities
Net income before tax 89 -93
Net interest expense to credit institutions and interest to bond loan 141 114
Interest expense group companies 1 0
Interest income group companies -79 -34
Changes in inventory, accounts receivable/ payable 2 0
Changes in other current accounts -55 169
Net cash provided by operating activities 98 157
Cash flow from investing activities
Received interest from group companies 79 34
Net change in cash pool, group companies -11 143
Net cash from investing activities 67 178
Cash flow from financing activities
Interest paid -141 -114
Interest paid to group companies -1 -0
New equity 3 73
Repurchase of shares -100 0
Repayment of interest bearing debt 0 -300
Received group contribution 71 0
Other financial items 5 7
Net cash from financing activities -163 -335
Net increase (decrease) in cash and cash equivalents 2 -1
Cash and cash equivalents at beginning of period 1 2
Cash and cash equivalents end of period 3 1
57
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Statement of income
Balance sheet
Cash flow statement
NOTES TO FINANCIAL STATEMENTS
Note 1 Accounting principles
Note 2 Transactions with related
parties
Note 3 Other operating expenses
Note 4 Investment in subsidiaries
Note 5 Tax
Note 6 Equity
Note 7 Share capital
Note 8 Financial instruments
Note 9 Issuance of bond loan
Note 10 Financial income and
expenses
NOTE 2 Transactions with related parties
Accounts receivable and payable to Group companies:
(NOK millions)
2023 2022
Receivables
Other receivables
1
3,007 2,976
Total receivables 3,007 2,976
Liabilities
Other short term liabilities
1
239 211
Total liabilities 239 211
Liabilities not recognized in the balance sheet. See Note 8 Financial instruments.
Transactions with related parties:
(NOK millions)
2023 2022
Purchases of services:
Purchases from Crayon Group AS -5 -4
Total purchases -5 -4
Financial items
Received Group Contribution 71 0
Interest income from group companies 79 34
Other Interest expenses to group companies -1 -0
Total net financial items 149 34
1
Other receivables/ other short term liabilities consist of receivables/ liabilities within the cash pool, where the Top Account belongs
to Crayon Group AS.
Purchases from Crayon Group AS mainly relates to Board of Directors fee in both 2023 and 2022. Interest income and
expenses are related to the receivables in the cash pool.
NOTE 1 Accounting principles
The financial statements have been prepared in accordance with the Accounting Act (Norway) and generally accepted
accounting principles in Norway.
Non-current liabilities
Non-current liability is initially valued at transaction value less attributable transaction costs. Subsequent to initial
recognition, interest-bearing non-current liabilities are recognised at amortized cost with any difference between
cost and redemption value being recognized in the income statement over the period of the borrowing on an effective
interest basis.
Current assets and liabilities
Current assets and liabilities are comprised of items receivable/due within one year and items related to the circular
flow of goods. Current assets are valued at the lower of cost and market value.
Investment in subsidiaries
"Subsidiaries are valued at cost. If actual value is below cost value and this continues over time, the investment in
subsidiaries will be impaired. Dividends, group contributions and other distributions from subsidiaries are recognized
in the same year as they are recognized in the financial statement of the provider. If dividends or group contribution
exceed withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and is
recognized as a reduction in carrying value of the investment.
Foreign currency
Transactions in foreign currency are converted at the exchange rate applicable on the transaction date. Monetary items
in a foreign currency are converted to NOK using the exchange rate applicable on the balance sheet date. Changes to
exchange rates are recognized in the income statement as they occur during the accounting period, and are presented
as financial items.
Cash flow
The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash in hand, bank
deposits and other current, highly liquid investments.
Receivables
Accounts receivable and other receivables are recognized at transaction price, minus a provision for bad debt. Provision
for bad debt is determined on the basis of an individual assessment of receivables. Other receivables are valued using
the same principle. Bank accounts included in cashpool are classified as other receivables.
Taxes
The income tax expense is comprised of both taxes payable (22%) for the period, which will be due in the next financial
year, and changes in deferred tax. Deferred tax is determined on the basis of existing temporary differences between
booked net income and taxable net income, including year-end loss carry-forward, calculated at 22%. Temporary
differences, both positive and negative, which will be reversed, or are likely to be reversed, in the same period, are
recorded net.
58
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Statement of income
Balance sheet
Cash flow statement
NOTES TO FINANCIAL STATEMENTS
Note 1 Accounting principles
Note 2 Transactions with related
parties
Note 3 Other operating expenses
Note 4 Investment in subsidiaries
Note 5 Tax
Note 6 Equity
Note 7 Share capital
Note 8 Financial instruments
Note 9 Issuance of bond loan
Note 10 Financial income and
expenses
NOTE 5 Tax
(NOK millions)
2023 2022
Taxes payable on profit for the year 0 0
Change in deferred tax -21 20
Total taxes for the year -21 20
Specification of the tax base:
Net income before income tax 89 -93
+ Permanent differences 6 0
+ Changes in temporary differences 6 3
+ Received group contributions 0 0
- Use of losses carry-forward -101 0
+ Limited deduction for interest on related parties 0 0
= Tax base 0 -90
Specification of tax expenses:
Taxes payable in the balance sheet 0 0
= Total taxes payable 0 0
+/- Changes in tax rate 0 0
+/- Change in deferred tax/tax assets 19 -20
+/- Change in deferred tax/tax assets correction from last year
1
2 0
= Income tax expense 21 -20
1
Recognized into equity
Deferred tax/deferred tax assets
2023 2022
Accumulated tax losses carried forward -136 -232
Shares and other securities 0 0
Other differences 2 10
Limited deduction for interest on related parties -5 -5
= Basis for deferred tax -139 -227
Deferred tax 0 0
Negative basis for deferred tax -139 -227
= Basis for deferred tax asset -139 -227
Deferred tax asset -31 -50
Tax rate Dec 31, (%) 22% 22%
Recognized deferred tax assets can be set off against future income.
NOTE 3 Other operating expenses
The Board of Directors fee and committee fees are approved by the shareholders at the Annual General Meeting for the
period until the next Annual General Meeting. Fees approved by the Annual General Meeting in 2023 amounted to NOK
3.8m (NOK 3.8m in 2022).
The Company has paid remuneration to the auditor in the following amounts:
(NOK millions)
2023 2022
Audit fee 3.4 3.6
Other assurance services 0.2 0.1
Other non-audit services 0.0 0.4
Total 3.6 4.1
Fees are quoted excluding VAT.
Regarding wages and benefits, please see group Note 4 Payroll and related cost.
NOTE 4 Investment in subsidiaries
The Company is the parent company to Crayon Group AS. The Company owns shares in:
(NOK millions) Registered office Book value
Ownership interest
and voting rights
Net
profit/loss Company's equity
Company
Crayon Group AS Oslo 922 100% 112 1,256
ICE Distribution hf Reykjavik 0 100% 0 -0
922
Group accounts have been made for Crayon Group Holding ASA. Accounts are available from:
Crayon Group Holding ASA
Gullhaug Torg 5
0484 OSLO
59
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Statement of income
Balance sheet
Cash flow statement
NOTES TO FINANCIAL STATEMENTS
Note 1 Accounting principles
Note 2 Transactions with related
parties
Note 3 Other operating expenses
Note 4 Investment in subsidiaries
Note 5 Tax
Note 6 Equity
Note 7 Share capital
Note 8 Financial instruments
Note 9 Issuance of bond loan
Note 10 Financial income and
expenses
The Company’s major shareholders as of December 31, who own more than 1% of the share capital, are:
Shareholder name Shareholding
OEP ITS Coöperatief Holding U.A 8.3%
Karbon Invest AS 7.5%
Skandinaviska Enskilda Banken AB 6.6%
Nordnet Bank AB 5.6%
State Street Bank and Trust Comp 5.4%
The Bank of New York Mellon 4.2%
J.P. Morgan SE 3.4%
Folketrygdfondet 2.9%
Hvaler Invest AS 2.3%
Verdipapirfondet DNB Norge 2.2%
Credit Suisse (Switzerland) Ltd. 2.1%
Verdipapirfondet Holberg Norge 2.1%
State Street Bank and Trust Comp 1.9%
VPF DNB AM Norske Aksjer 1.8%
Clearstream Banking S.A. 1.7%
J.P. Morgan SE 1.5%
Crayon Group Holding ASA 1.3%
Danske Invest Norske Instit. II. 1.3%
Verdipapirfondet DNB SMB 1.2%
Verdipapirfondet First Generator 1.2%
State Street Bank and Trust Comp 1.1%
Kverva Finans AS 1.1%
The Bank of New York Mellon SA/NV 1.0%
The Company’s trustees have shares in the Company:
Officer Number of shares
Karbon Invest AS (Jens Rugseth and Rune Syversen) 4,800,000
Bente Liberg (CHRO), Goodcharma AS 440,690
Jon Birger Syvertsen (CSO) 108,070
Grethe Viksaas (board member) 43,664
Melissa Mulholland (CEO) 29,886
Gudmundur Adalsteinsson (CSO) 24,249
Dagfinn Ringås (board member), CDR Holding AS 20,000
Mette Wam (employee representative) 17,969
Jens Rugseth (board member), Rugz AS 15,176
Brede Huser (CFO) 8,000
Florian Rosenberg (CTO) 7,864
Erwin Heinrich (COO) 5,458
Liv Hege Jensen (employee representative) 5,377
Wenche Marie Agerup (board member) 2,500
Rune Syversen (board member), Sevencs AS 2,125
Jennifer Koss (board member), Firea AS 850
NOTE 6 Equity
(NOK millions)
Share capital Own shares Share premium Other equity Total equity
Value Jan 1, 2023 89 -0 1,818 -30 1,877
Share issues 0 0 3 0 3
Repurchase of shares 0 -100 0 0 -100
Sharebased compensation 0 0 0 43 43
Corr last year 0 0 0 2 2
Net income for the year 0 0 0 68 68
Value Dec 31, 2023 90 -100 1,821 83 1,893
NOTE 7 Share capital
Crayon group Holding ASA has 89,574,924 issued shares at a nominal value of NOK 1 (December 31, 2022; 89,285,768
shares at nominal value of NOK 1).
In 2023 the Company increased the share capital with 289,156 shares at nominal value of NOK 1. Each share gives right
to one vote.
The total share capital amounts to NOK 89,574,924.
The Company owns 1,284,800 of its own shares to facilitate management of employee share purchases.
Shares Number of shares Total nominal value Statutory provisions on voting
Shares 89,574,924 89,574,924 One share – one vote
The General Meeting on April 26, 2023 authorized the Board of Directors to increase the share capital in three different
settings. All three authorizations are valid until the earlier of Crayon’s annual general meeting in 2024 and June 30, 2024.
In relation to the Company’s incentive schemes, the Board is granted an authorization to increase the Company's share
capital with up to NOK 5,364,080, provided however that the authorization cannot be used for an amount in excess of
6% of the Company's share capital.
In connection with acquistions, etc. The Board is granted an authorization to increase the Company's share capital with
up to NOK 8,940,134, provided however that the authorization cannot be used for an amount in excess of 10% of the
Company's share capital.
The Board of Directors is granted an authorization to, on behalf of the Company, repurchase treasury shares with
a total nominal value of NOK 8,940,134, corresponding to 10% of of the Company's share capital at the time of the
approval. The maximum amount to be paid per share is NOK 250 and the minimum is NOK 1.
In accordance with the Company’s Articles of Association, the number of shares is the same as the number of ordinary
shares issued and fully paid-up.
60
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
CONSOLIDATED FINANCIAL
STATEMENTS
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Statement of income
Balance sheet
Cash flow statement
NOTES TO FINANCIAL STATEMENTS
Note 1 Accounting principles
Note 2 Transactions with related
parties
Note 3 Other operating expenses
Note 4 Investment in subsidiaries
Note 5 Tax
Note 6 Equity
Note 7 Share capital
Note 8 Financial instruments
Note 9 Issuance of bond loan
Note 10 Financial income and
expenses
NOTE 8 Financial instruments
The total financial liabilities relating to the bond loan amounted to the following at December 31:
(NOK millions)
2023 2022
Bond principal 1,800 1,800
Transaction cost -8 -13
Total financial liabilities 1,792 1,787
Market value of the bond is equal to the bond principal during 2023 and 2022. The bond loan has quarterly interest
periods and average interest during 2023 was 7.8% (2022: 5.6%).
Guarantee
Crayon Group Holding ASA (parent company) guarantees to Microsoft the full and promptly payment of a number of
the parent company's affiliates outstanding debt and performance obligations, related to the normal core of business
of the Group and recognised as part of account payables in the statement of the financial position. At year end, the total
outstanding debt and obligations of the relevant parent company affiliates amounted to NOK 4,861m.
NOTE 9 Issuance of bond loan
In November 2019, the Company issued a NOK 300m senior unsecured bond, with a NOK 600m borrowing limit. The bond
has a floating coupon rate of 3 months NIBOR + 350 bps p.a. Maturity date and settlement was November 21, 2022.
On July 1, 2021, Crayon entered a NOK 1,800m 4-year senior unsecured floating rate bond with a coupon of 3 months
NIBOR + 375 bps. The bond was issued July 15, 2021, and matures July 15, 2025 and is listed on the Oslo Stock Exchange
(CRAYON 04).
NOTE 10 Financial income and expenses
Other financial income and expenses are mainly related to currency revaluation of bank accounts into the cash pool
arrangement. Other interest expenses are paid and accrued interest of the bond loan.
61
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
Responsibility statement from the Board of Directors
We hereby confirm that the annual accounts for the Group and the company for 2023 to the best of our knowledge
have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group and the company taken as a whole.
The Board of Directors’ report gives a true and fair view of the development and performance of the business and the
position of the Group and the company, as well as a description of the principal risks and uncertainties facing the Group.
The Board of Directors of Crayon Group Holding ASA
Oslo, March 20, 2024
Rune Syversen Wenche Agerup Jennifer Koss Jens Moberg Dagfinn Ringås Jens Rugseth
(Chairman) (Board Member) (Board Member) (Board Member) (Board Member) (Board Member)
Grethe H. Viksaas Liv Hege Jensen Lars Larhammer Mette Wam Melissa Mulholland
(Board Member) (Employee Representative) (Employee Representative) (Employee Representative) (CEO)
62
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
Auditor’s report
KPMG AS
Sørkedalsveien 6
P.O. Box 7000 Majorstuen
N
-0306 Oslo
Telephone +47 45 40 40 63
Internet www.kpmg.no
Enterprise 935 174
627 MVA
To the General Meeting of Crayon Group Holding ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Crayon Group Holding ASA, which comprise:
• the financial statements of the parent company Crayon Group Holding ASA (the Company),
which comprise the balance sheet as at 31 December 2023, the statement of income, and
cash flow statement for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies, and
• the consolidated financial statements of Crayon Group Holding ASA and its subsidiaries (the
Group), which comprise the consolidated statement of financial position as at 31 December
2023, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for
the year then ended, and notes to the financial statements, including material accounting
policy information.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at
31 December 2023, and its financial performance and its cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2023, and its financial performance and its cash flows for the year
then ended in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
2
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 6 years from the election by the general meeting of the
shareholders on 8 May 2018 for the accounting year 2018.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Revenue recognition
Refer to Note 2 Revenue
The key audit matter
How the matter was addressed in our audit
The Group’s revenue, which comprises revenue
from sale of software and services, including
software and cloud licenses and value-added
services and consulting, totalled NOK 6 397 million
for the year ended 31 December 2023.
Revenue recognition in accordance with IFRS 15
can be complex and there is a risk revenue may be
recognized inappropriately due to several factors
including but not limited to:
• The magnitude of individual contracts,
contracts with multiple deliveries and
performance obligations;
• The assessment as to the timing of the
fulfilment of performance obligations;
• The fulfilment of significant performance
obligations in the period close to year end;
• The determination whether the performance
obligation is satisfied at a point in time or over
a period of time.
Revenue recognition is considered to be a key
audit matter due to the complexity and significance
of individual contracts.
Our audit procedures in this area included:
• Applying professional scepticism and
critically assessing the accounting
judgements against the requirements of
IFRS 15 including an assessment of the
timing of revenue recognised in the period;
• Challenging management's assessment of
revenue recognition criteria for licenses and
services in particular in relation to new
contracts and renewals, and the
identification of performance obligations;
• Assessing the appropriateness of the timing
of revenue recognition based on a sample of
contracts selected by component auditors for
in-scope entities;
• Testing of a sample of accrued and deferred
revenue balances, to confirm existence and
accuracy of the balances;
• Testing of revenue recognized subsequent
to period end, to verify the completeness of
the revenue recognized in the period;
• Assessing the consistency in application of
the Group’s revenue recognition principles
across the Group under IFRS 15;
• Assessing management’s models for
estimating timing impacts of presenting
revenue as net under the agent method,
understanding of assumptions and estimates
applied, analysis of the inputs to the model,
and mathematical accuracy of calculations;
and
63
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
3
• Assessing the adequacy and
appropriateness of the disclosures in the
financial statements related to revenues from
contracts with customers.
Recoverability of accounts receivables
Refer to Notes 1.4 Significant judgement and estimation uncertainty, 13 Current receivables and current
assets, and 19 Financial risk
The key audit matter
How the matter was addressed in our audit
The Group’s accounts receivables totalled
NOK 7 847 million (net of allowance for doubtful
accounts) for the year ended 31 December 2023.
Management is required to assess the
recoverability of these balances and recorded an
allowance for doubtful accounts (expected credit
losses) of NOK 197 million.
Crayon bears the credit risk for the gross value of
license sales that are invoiced to the end customer
in agent transactions, resulting in high accounts
receivables balances relative to revenue.
Management measures allowance on receivables
based
on lifetime expected credit losses under
IFRS 9. Assessing expected credit losses on
accounts receivables are based on information
about past events, current conditions and forecasts
of future economic conditions which require
significant judgement from management.
The recoverability of accounts receivables and the
level of provision for expected credit losses are
considered to be a key risk due to the significance
of these balances to the financial statements and
the estimate
s required in making appropriate
provisions.
The following all lead to considering recoverability
of accounts receivable as a key audit matter:
• Significant growth in
revenue and thus
accounts receivable balances in growth
markets with a mix of private and public
customers, and
new customers with
limited payment history, and
• Specific receivables balances including
the delayed public sector receivables from
the Philippines.
Our audit procedures in this area included:
• Applying professional scepticism and
critically assessing the accounting
judgements against the requirements of
IFRS 9 including an assessment of the
change in credit risk;
• Challenging management's assessment with
respect to specific material accounts
receivables and their change in credit risk
over the period
including obtaining external
legal opinion as necessary;
• Assessing management’s model for
estimating and calculating expected credit
losses by understanding whether the
associated provisions were calculated in
accordance with IFRS 9, understanding the
assumptions and estimates applied, analysis
of the inputs to the model, and mathematical
accuracy of calculations; and
• Reviewing and assessing the
reasonableness and accuracy of the
disclosures provided pertaining to accounts
receivables, and comparing the amounts of
the disclosures to supporting schedules.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
4
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appears to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to Corporate Social
Responsibility, as included in the ESG report, and the Statement of Corporate Governance.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true
and fair view in accordance with the Norwegian Accounting Act and accounting standards and
practices generally accepted in Norway, and for the preparation of the consolidated financial
statements of the Group that give a true and fair view in accordance with IFRS Accounting Standards
as adopted by the EU. Management is responsible for such internal control as management
determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern. The financial statements of the Company use the going concern basis of accounting insofar
as it is not likely that the enterprise will cease operations. The consolidated financial statements of the
Group use the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
64
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
5
• evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Crayon Group Holding ASA, we have performed an
assurance engagement to obtain reasonable assurance about whether the financial statements
included in the annual report, with the file name 5967007LIEEXZXI98043-2023-12-31-en have been
prepared, in all material respects, in compliance with the requirements of the Commission Delegated
Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and
regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes
requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of
the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
6
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all
material respects, the financial statements included in the annual report have been prepared in
compliance with ESEF. We conduct our work in compliance with the International Standard for
Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of
historical financial information”. The standard requires us to plan and perform procedures to obtain
reasonable assurance about whether the financial statements included in the annual report have been
prepared in compliance with the ESEF Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s
processes for preparing the financial statements in compliance with the ESEF Regulation. We
examine whether the financial statements are presented in XHTML-format. We evaluate the
completeness and accuracy of the iXBRL tagging of the consolidated financial statements and assess
management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with
the audited financial statements in human-readable format. We believe that the evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 20 March 2024
KPMG AS
Monica Hansen
State Authorised Public Accountant
65
CONSOLIDATED FINANCIAL
STATEMENTS
Profit or loss
Financial position
Cash flow
Changes in equity
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 Corporate information
Note 2 Revenue
Note 3 Segment information
Note 4 Payroll and related cost
Note 5 Other operating expenses
and other income and
expenses
Note 6 Share-based compensation
Note 7 Equipment and right-of-use
assets
Note 8 Intangible assets
Note 9 Goodwill
Note 10 Financial income and
expenses
Note 11 Earnings per share
Note 12 Tax
Note 13 Current receivables and
current assets
Note 14 Cash and cash equivalents
Note 15 Equity
Note 16 Interest bearing debt and
derivatives
Note 17 Other non-current and
current liabilities
Note 18 Financial instruments
Note 19 Financial risk
Note 20 Business combinations
Note 21 Management remuneration
Note 22 Related parties
Note 23 Collateral and guarantees
Note 24 Subsidiaries, associates and
non-controlling interests
Note 25 Largest shareholders,
numbers of shares held by
management and Board of
Directors
Note 26 Climate-related matters
Note 27 Subsequent events
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
The financial information in this report is prepared under International Financial Reporting Standards (IFRS), as
adopted by the EU. To enhance the understanding of Crayon's performance, the Company has presented several
alternative performance measures (APMs). 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 accounting rules (IFRS). Alternative performance measures should not be viewed as a substitute for
financial information presented in accordance with IFRS but rather as a complement. The Group believes that APMs
such as adjusted EBITDA are commonly reported by companies in the markets in which Crayon compete and are widely
used by investors in comparing performance on a consistent basis without regard to factors such as other share-based
payments and other income and expenses, which can vary significantly from period to period, especially due to M&A
transactions, related reorganizations or other significant non-recurring items. Crayon discloses the APMs to permit
a more complete and comprehensive analysis of its underlying operating performance relative to other companies
and across periods. Because companies may calculate gross sales, gross profit, adjusted EBITDA, other income and
expenses, net working capital and liquidity reserve differently, the Company’s presentation of these APMs may not be
comparable to similar titled measures used by other companies.
Crayon uses the following APM's and definitions:
Gross sales
Gross revenues assuming we were principal and not agent on all software resale being restated and reflect the actual
billing for the relevant period.
EBITDA
Earnings before interest expense, other financial items, income taxes, depreciation, impairment and amortization.
Adjusted EBITDA
EBITDA excluding share-based compensation and other income and expenses.
(NOK millions)
2023 2022
EBITDA 745 751
Adjustments:
Share based compensation 42 13
Other income and expenses 132 74
Adjusted EBITDA 919 839
Adjusted EBITDA margin
Adjusted EBITDA / Gross profit.
(NOK millions)
2023 2022
Gross profit 5,662 4,496
Adjusted EBITDA 919 839
Adjusted EBITDA Margin 16.2% 18.7%
Net Working Capital:
Non-interest-bearing current assets less non- interest-bearing current liabilities. Net Working Capital gives a measure
of the funding required by the operations of the business.
(NOK millions)
2023 2022
Inventory 18 17
Accounts receivable 7,847 6,563
Accounts payable -8,753 -6,563
Trade working capital -888 17
Unbilled gross sales 1,297 1,010
Public duty receivables 553 490
Contract assets 253 199
Prepaid expenses & other 220 378
Income taxes payable -74 -76
Public duties -659 -613
Accruals -1,249 -973
Employee benefits related accruals -440 -367
Prepayments & other -135 -185
Other working capital -233 -138
Net working capital -1,121 -121
Liquidity reserve:
Non-restricted cash and available credit facilities in each company where Crayon operates. The liquidity reserve does
not consider any restrictions on cross border cash transfers.
(NOK millions)
2023 2022
Cash & cash equivalents 1,467 1,530
Restricted cash -49 -52
Free available cash 1,418 1,477
Available credit facility 1,308 10
Liquidity reserve 2,726 1,487
Other definitions:
CAPEX: Capital expenditures that mainly consist of office equipment and capitalizes expenses related to development
activities according to IAS 38.
EBIT: Earnings before interest expense, other financial items, and income taxes.
Leverage ratio: Net interest-bearing debt (Note 16), divided by LTM adjusted EBITDA.
LTM: Last twelve months.
Restricted cash: The amount consists of employee taxes withheld and cash as collateral for bank guarantees.
Trade Working Capital: The net amount of inventory, accounts receivables and accounts payables.
YoY: Year over year, i.e. comparable period (e.g. quarter or YTD) last year.
YTD: Year to date.
Alternative performance measures
CONTENTS | YEAR IN REVIEW | ABOUT CRAYON | BOARD OF DIRECTORS' REPORT | GOVERNANCE | FINANCIALS
66
Crayon Group Holding ASA
Gullhaug Torg 5
0484 Oslo
Crayon.com