Annual Report 2021
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Table of Contents
Letter to our shareholders .............................................................................................................................................. 3
Director's Report ................................................................................................................................................................ 5
Responsibility Statement............................................................................................................................................... 13
Report on Corporate Governance 2021 .................................................................................................................. 14
Consolidated Financial Statements 2021 ............................................................................................................... 20
Carasent ASA Financial Statements 2021 ............................................................................................................... 66
Carasent ASA Corporate Information ....................................................................................................................... 80
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Letter to our shareholders
The year 2021 has been, to say the least, eventful. Two new companies (Metodika and Avans Soma)
have been integrated into the Carasent group. We have focused on building a company structure
where we act as one company and establishing a way of working where new developed features in
our products fit in to our common modularized platform. We have also started an initiative
(Webdoc X) with the aim of expanding our business with products tailored for the broader market
in Europe, where we see a great window of opportunity with our deep knowledge of the healthcare
sector and experience of providing value adding solutions.
The main goal for Carasent is to provide our customers with the best innovative digital solutions,
acting as a one-stop-shop solution provider of an integrated solution for the various needs of the
healthcare providers. The response from our customers has been very positive to the
communicated "One Carasent" strategy and we will, in collaboration with our customers, work to
develop the functionality required to migrate them to the Webdoc platform.
Our Target Market
The healthcare sector is one of the least developed industries in terms of digitalization, and the
sector is in great need of solutions that can increase both efficiency and quality of the business
processes to free up resources for care rather than administration. Insights and focus on speeding
up digitalization have gained momentum in recent years, and the pandemic has acted as an
additional catalyst. Shortcomings as well as potential in many of the business processes have
become obvious, increasing both the willingness to invest and the pace of development.
The pandemic has affected us short-term as well, in both positive and negative ways. On the
positive side, products and services enabling our customers to interact digitally with patients have
seen a boost during the pandemic. At the other end of the spectrum, we have customers that have
reduced their activities during the year, due to restrictions as well as for priority reasons.
We saw a negative effect on our order intake during 2020 and while we signed the contracts in
2021, the implementation process have been delayed due to prioritization of vaccinations. This
climate has gradually improved during the fall and we are slowly but steadily returning to a more
normal situation.
Revenue Growth
We have accelerated our growth rates significantly, with revenue growth of 94% during 2021. We
grew organically at 30% during the year (constant currency), and the remaining portion of the
growth was related to the acquisitions of Avans Soma and Metodika.
Customer intake has remained strong, despite sales processes with larger customers being affected
by the pandemic, the total number of units (defined as number of physical entities or customers)
amounted to 846 at the end of 2021 where 154 units have been added organically during 2021
compared to 91 units in 2020.
There is ample room for growth within our core markets where new sales have been generated
almost exclusively from word-of-mouth historically. We now see opportunities to increase our
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focus on outbound sales and marketing going forward, as our portfolio of products is highly
demanded in the market.
In the beginning of 2021, we provided a guidance of 35% organic revenue growth and 40% EBITDA
margins for Evimeria and Avans Soma for the full year. In Q3 2021 we revised the revenue guidance
to 30 – 35% due to delayed implementation of signed customers affecting license and consulting
revenues in the short-term.
The reported revenue figures for 2021 was in line with the revised guidance, with revenue growth
of 30% and EBITDA margins ended at 39.5% for 2021.
Our position and the future
In the second quarter we acquired Metodika, a Swedish company that provided us with an
attractive customer base and expansion into new geographies and a new segment (inpatient care).
In parallel with the acquisition, we completed a successful equity issue raising a total of
approximately NOK 368 million. Subsequently, in Q3 we raised an additional NOK 420 million
through another equity issue, bringing in Vitruvian Partners as a large shareholder. In January
2022, after the balance sheet date, we announced the acquisition of Medrave a market leader in
Scandinavia within quality improvement software for healthcare practices within primary care and
secondary outpatient care. Hence, we have executed on our growth strategy and laid the foundation
for further growth.
We see that Carasent is very well positioned to meet the demand from the market and see great
potential ahead in expanding our business geographically, through new segments and adding new
products and services. An active M&A agenda, in addition to maintaining our organic growth, will
be a key focus for Carasent in the future. We see consolidation opportunities going forward that will
help Carasent strengthen our market position as a leading provider of e-health services in Europe.
The effects of the pandemic will remain with us for a period going forward, creating a high degree
of uncertainty for our customers. The stated effects on delayed implementation and sales processes
will impact us during the first half of 2022, but we expect the growth rates and margins to remain
robust throughout the year. Given the current situation with easing of restrictions and a return to
normal life, we may see a more predictable onboarding of our customer backlog.
The ongoing war in Ukraine currently do not directly affect operations, but we monitor the
situation closely.
Sincerely,
Dennis Höjer
CEO, Carasent ASA
2021 guidance vs. actuals
Evimeria & Avans Soma (NOKm)
Initial guidance
Updated guidance
(as per Q3)
2021A
Revenue
123 119 - 123 119
Revenue growth
35% 30 - 35% 30%
EBITDA
49.4 47.5 - 49.4 47.0
EBITDA margin
40% 40% 39%
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Director's Report
About Carasent ASA
Carasent focuses on businesses that develop entrepreneurial and e-health solutions. We believe in
innovation that offers a new kind of accessibility and availability for patients and practises, and we
offer intellectual and financial capital for participants that wishes to provide high quality services in
this area of digital transformation.
Carasent consists of several companies but act as one. We share ideas, strengths and experiences
that brings new energy to our projects. Our companies stand united on a ground of healthcare and
digitization, and we are ambitious and dedicated in our aim to make a difference.
Evimeria develops and delivers e-health services to Nordic caregivers. The business is based on the
vision of patient-focused care with minimized administration. The core products are the EMR
system Webdoc, and Vårdrummet - a digital platform for physician-patient communication.
Avans Soma develops and sells digital systems adapted for users in the segments for health care,
rehabilitation, and mental illness. Avans Soma currently has 25 employees in offices in Oslo, Bergen
and Dale. Avans Soma's portfolio include solutions as Ad Voca, Ad Opus, and Ad Curis.
The Swedish based company Metodika is the developer and seller of Metodika EPM, a highly
competitive all in one solution for medium sized private clinics and hospitals in Europe. The
company was established in 1991, is located in Stockholm and has 22 employees.
Medrave is a Scandinavian company with 15 employees, in Sweden and Norway. Since 2007
Medrave focuses on quality improvement software for healthcare practices within primary care
and secondary outpatient care, and as of today the solutions are being used by over 260 clients. The
acquisition of Medrave was closed in January 2022, after the balance sheet date.
2021 development
The effects of the pandemic continued to have both positive and negative impacts. The positive
effects remain with an overall growing demand for faster digitization and need for new e-Health
services. The negative is the somewhat still delayed sales processes when it comes to larger
customers as well as longer implementation cycles due to covid oriented priorities among our
customers.
We have been taking steps towards “One Carasent” and one platform in line with our
communicated strategy through organizational changes, establishing a way of working where new
developed features in our products fit in to our common modularized platform. Further
strengthening of the organization and architectural changes will be a high priority area during 2022
which will also secure future scalability and flexibility to target new customer segments.
In addition to a strong organic development, we continue our focus on evaluating the possibilities
of supplementing our business with potential acquisitions that fit into our strategy.
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Long term, we reiterate our market view. The market development, seen from a fundamental
perspective - that is, the need for a growing healthcare sector and need for new value-creating and
effective digital solutions - is very strong. The background to this is the underlying trends, with a
growing aging population and an increased outpatient healthcare in a hard-pressed public sector.
Performance and financial summary
For 2021 the revenue ended at NOK 137.1 million compared to NOK 70.6 million in 2020,
representing a revenue growth of 94%.
The total number of units amounted to 846 end of 2021 where 154 units have been added
organically during 2021 compared to 91 units in 2020. This represents an organic customer growth
of 22% year over year.
Adjusted EBITDA amounted to NOK 45.5 million in 2021, corresponding to a 95% growth YoY, with
a relatively flat margin development at 33%. Evimeria continued to demonstrate scalable margins
while the acquisitions completed currently has a lower operating margin and diluted the group
margin slightly during the year.
Cash flow from operating activities was NOK 32.5 million. Cash flow from investing activities was
NOK (125.1) million of which NOK (86.9) million was related to the acquisition of Metodika. Cash
flow from financing activities was NOK 756.5 million. Net change in cash in the period was NOK
662.6 million, ending the year with NOK 883.8 million in cash.
Carasent ASA is the parent company and contains mainly corporate functions. Revenues are sale of
Group services to other Group companies. Expenses are mainly consultancy fees and employee
compensation. For 2021, Carasent ASA recorded revenues of NOK 4.5 million and net income of
negative NOK 10.9 million.
FY
2021
FY
2020
FY
2019
Adj. EBITDA
1
45.5 23.3 11.9
Adj. EBIT
1
26.1 14.3 7.7
Units EOP
2
846 495 404
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Investments
Capital expenditures increased significantly to NOK 38.3 million in 2021 from NOK 16.1 million in
2020, driven by our new platform for the European market, Webdoc X, and the ongoing Norwegian
expansion for Webdoc.
Webdoc X
After a preparation phase during 2021, we have made the decision to invest significantly into an
EHR platform tailored for the broader European market, Webdoc X. In the spring of 2021, we
established a collaboration with the Swedish digital healthcare provider Mindler in their European
launch. In parallel with this, we have conducted a comprehensive market research, which
confirmed our hypothesis that there is a high degree of privatized healthcare that often lacks
solutions to meet the digital demand.
The market is ripe for disruption and we now see a window of opportunity. This will require
significant investments and has also impacted the capex level during 2021. We aim to launch the
product commercially during 2023 and we are building the offering based on our deep industry
knowledge.
Webdoc Norway
The Webdoc platform is now ready for a Norwegian launch for smaller pay-out-of-pocket
customers. We have recruited several key personnel for our commercial organization in Norway
during Q4 2021 and will continue to strengthen the sales and marketing team with focus on
building our pipeline of potential customers in the Norwegian market more aggressively. During
the first half of 2022 we will focus on finalizing the required integrations to address the publicly
funded customers within our target segments and to secure our first customers of Webdoc in
Norway.
Private placements
On May 25th, Carasent ASA completed a private placement of 11,007,031 new shares, representing
20% of the outstanding share capital. The subscription price was NOK 33.4 per share, raising net
proceeds of NOK 345 million.
The subscription price was determined through an accelerated bookbuilding process after close of
trading the same day and the net proceeds of the Private Placement will be used to strengthen the
ability to capitalize on identified growth opportunities, as well as for general corporate purposes.
Following registration of the share capital increase pertaining to the Private Placement, the
Company had a share capital of NOK 87,968,197, divided into 66,042,190 shares, each with a
nominal value of NOK 1.332.
On July 22, Cardigan Holdco S.a r.l., a company indirectly owned by Vitruvian Investment
Partnership IV, a fund managed by Vitruvian Partners LLP, subscribed for 11,987,332 shares in the
Company at a price of NOK 35.05 per share in a private placement of new shares in the Company.
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Following registration of the share capital increase pertaining to the Private Placement, the
Company had a share capital of NOK 104,718,852, divided into 78,617,757 shares, each with a
nominal value of NOK 1.332.
Acquisitions
On May 25th, Carasent ASA announced the acquisition of the Swedish company Metodika AB, a
leading provider of Enterprise Practice Management (EPM) solutions to independent hospitals and
clinics across 10 European countries.
Metodika EPM software streamlines information management and efficiently helps its clients with
handling the day-to-day operations of clinics and hospitals. The product platform also includes a
tool for inpatient care that is complementary to Carasent’s current offering.
Metodika has an attractive customer base of more than 50 clients across Europe. The company also
has growing SaaS-business that can be further intensified under Carasent ownership.
The consideration was NOK 111 million, of which NOK 90.8 million was settled in cash and the
remaining in issuance of 588,235 shares to the previous owners of Metodika to a fair value per
share of NOK 34.
Events after balance sheet date
On December 15, Carasent ASA announced the acquisition of the Swedish company Medrave
Software AB, including its fully owned Norwegian subsidiary Medrave Software AS. Medrave
Software AB is a market leader in Scandinavia within quality improvement software for healthcare
practices within primary care and secondary outpatient care. The acquisition of Medrave was
completed after the end of the period and is not included in the financial statements.
Medrave was established in Sweden in 2007 by the two doctors Per Stenstro m and Svein Gjelstad,
however, history dates back to 1997 when Per Stenstro m led an internal project in Region
Stockholm to develop a reporting tool for quality improvement to primary care clinics. Medrave’s
module- based software provides clinical reports to GPs, physiotherapists, childcare, urgent care,
youth care, mental health and habilative care practices. The quality improvement solution
automatically collects and sorts data, analyze and visualize, tracks and benchmarks KPIs, and
provides automatic reporting.
As such, healthcare professionals save time, get better overview, can reach goals easier, and have
consistent and improved reporting – ensuring safer care for all patients.
Medrave has an attractive customer base of more than 260 clients across Sweden and Norway,
covering 1,646 practices and an estimated 8.8 million patients, with ~60% of revenue from the
public sector in 2020.
The acquisition was settled on January 11, 2022 for a purchase price of SEK 134 million of which
SEK 110 million was settled in cash and SEK 24 million was settled by a seller's credit to be offset
by issuance of consideration shares reinvested by key employees.
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Changes in Board and Management
The Nomination Committee of Carasent ASA proposed that Staffan Hanstorp was elected as new
Board member at the Annual General Meeting on June 30, 2021. Staffan Hanstorp replaced Jesper
Jannerberg who declined re-election. Tomas Meerits was elected as new Alternate Board member
at the Extraordinary General Meeting on October 27, 2021.
Staffan Hanstorp has more than 30 years of experience as sales manager, marketing manager and
CEO in the IT sector. Founded TECHNIA in 1994, which was acquired by Addnode Group in 2004.
President and CEO of Addnode Group 2007-2017. Current assignments outside Carasent: Chairman
of Addnode Group, Chairman of Byggnadsfirman Viktor Hansson AB and director of TechSverige in
Almega.
The proposal for election of the new Board member was presented to the Nomination Committee
by representatives of the company’s largest shareholders, who together represent approximately
40 percent of the outstanding shares and votes. The Nomination Committee reviewed the proposal
and also made consultation with other major shareholders. The proposal obtained major support
from all involved shareholders.
Board of Directors
Mr. Lindqvist was appointed Chairman of the Board of Carasent ASA in 2007. He is currently also
deputy Chairman of the Board for Visolit AS and Director of Nipsoft AB. From 2004 to 2006, Mr.
Lindqvist was the CEO for TeleComputing ASA. He served as the managing director of
TeleComputing Sweden AB from 2001 to 2004. Since 1996, Mr. Lindqvist held various positions in
Alfaskop AB, including serving as the CEO from 1999 to 2001. He holds a degree in Civil
Engineering (Industrial Economy) from the Technical University in Linköping, Sweden.
Mr. Rogne was appointed as a Director of Carasent ASA in 2007. From 1994 to 2004, he served as
the CFO for Tandberg ASA. From 2004 through 2007, he then served as the Head of Operations and
Investor Relations. Prior to Tandberg, he was head of Finance with Kvaerner AS. Mr. Rogne has an
MBA from University of San Diego and a Bachelor of Business Degree from the Oslo School of
Business Administration.
Ms. Fåhraeus was appointed Director of Carasent ASA in 2008. She is Chairman of Acucort; Director
of Coala Life, the faculty of medicine at Lunds University and, CEO of SmiLe Incubator. From 2010
through 2014 she served as Director of Business Development at the private equity company
Aqilles Invest AB in Sweden. From 2001 to 2010 she served at Anoto AB, acting as Vice President of
Sales and Marketing from 2006-2010. She has previously worked in various leadership positions at
Raufoss ASA, Cederroth AB, SCA, Johnson & Johnson, and Kreab Group. She has a degree in Business
Administration from Stockholm School of Economics.
Ms. Kinberg Batra was appointed Director of Carasent ASA in 2020. She has extensive experience
within politics and related business landscape in various segments. Previous positions include
Leader of the Opposition and Leader of the Moderate Party from January 2015 to October 2017. Her
experience also includes local and regional office including the Stockholm region county council, its
central board and its health and medical board. Anna Kinberg Batra is currently on the of Board of
Castellum AB, Svenska Rymdaktiebolaget, SolTech Energy Sweden AB and SJR in Scandinavia AB.
She has a degree in Business Administration from Stockholm School of Economics.
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Mr. Hanstorp was appointed Director of Carasent ASA in 2020. He has extensive business
experience from various executive positions and board seats, both in the Nordic and abroad. He was
CEO of Addnode Group 2007-2017 and serves currently as Chairman of the board. In addition, he
serves as Chairman of the Board of Viktor Hanson AB and acts as an advisor to Aeternum Capital AS
on a consultancy basis.
Mr. Meerits was appointed Alternate Board member of Carasent ASA in 2021. Tomas Meerits is a
Managing Director at Vitruvian Partners, a leading international growth investor. Tomas joined
Vitruvian in 2017 and focuses on Active Minorities Investments. Prior to Vitruvian, Tomas started
his career with Cevian Capital, a leading European active investment firm applying private equity
strategies to the public markets. After Cevian, he was with private equity firm Triton Partners,
where he focused on investment opportunities in the public markets in the Nordic and DACH
regions. Most recently, he founded an investment fund (“Avalon”) at Lancelot Asset Management
which was focused on active investments in the Nordic public markets.
The Company has obtained a market standard Directors and Officers liability insurance covering
the potential liability for the members of the Board and Management related to their roles and
responsibilities on behalf of the Company.
Organization, Working Environment, and Equal Opportunities
The Carasent Group have a stimulating and positive work environment with a highly qualified and
motivated staff. End of 2020 the Company had 110 employees. No accidents have occurred during
2021. There were no significant absences due to illness in 2020. The total absence due to sickness
was 2.6% relative to the total workhours in the company during the year. Employment decisions at
Carasent are based on merit, qualifications, and abilities. Carasent is an equal opportunity
employer, and does not discriminate based on race, religion, color, sex, age, national origin,
citizenship, marital status, disability, veteran’s status, sexual orientation, or any other characteristic
protected by law. This policy applies to all decisions regarding terms, conditions, and privileges of
employment. As of December 31, 2021, the members of the senior management team consisted of
three males and two females while the Board of Directors consisted of three males and two females.
The Company’s operations do not pollute the environment.
Corporate Social Responsibility
The companies are increasingly aware of their obligation to act responsibly in social matters like
human rights, employee rights, environmental concerns and anti-corruption. The Board of
Directors and Management of Carasent fully support these initiatives.
Carasent is committed to ensure that both basic human rights and employee rights are respected
and fully complied with. In its operations, Carasent strives to ensure that all employees,
consultants, contractors and customers adhere to basic human rights. Further, Carasent
acknowledges and complies with employee rights and other applicable social issues in all its
dealings as an employer.
Carasent is committed to protect the environment and has taken various steps to ensure that the
business operation has limited negative impact on the environment. In general, the Company's
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business operation being mainly a software developer and provider, have limited negative impact
on the environment. All employees are encouraged to act and live in an environmentally friendly
way. The Company's strives to use environmentally friendly solutions in all of our operations and
encourage our employees, suppliers and customers to do the same.
Corruption represents a potential problem for developing fair trade. Due to the nature of the
Company's business and geographic presence, corruption is not regarded as a real threat to its
operations.
While Corporate Social Responsibility is covered in various company internal documents, the
company has not seen the need to develop a separate policy document to this effect.
Financial Risks
A significant part of the Group's activities are in Sweden related to SEK, while financial statements
are presented in NOK. Please see footnote 22 for further details on financial risk, including market-,
credit- and liquidity risk.
The stock option liability is subject a market risk relating to the development of the Company's
share price.
Going concern
According to the Norwegian Accounting Act, the Board confirms that the requirements for going
concern are present, and the accounts are presented under this assumption. Financial forecasts for
2022 and the Group's equity and liquidity position provides the basis for this assessment.
Allocation of the result
The Board recommends the following allocation of the net result of Carasent ASA.
Covid-19
The pandemic has impacted our customers significantly during 2021, and the effects of the
pandemic will remain with us for a period going forward. The short-term effects of the pandemic
have affected growth negatively during the year. The high vaccinations activity shifted the focus of
healthcare providers before summer, and customers continued to prioritize short-term pandemic
related activities over changing their EHR system during the fall. This has not only impacted sales
processes with larger customers, but also caused delayed implementation of newly signed
customers. Long term, we reiterate our market view. The market development, seen from a
fundamental perspective - that is, the need for a growing healthcare sector and need for new value-
creating and effective digital solutions - is very strong. The background to this is the underlying
trends, with a growing aging population and an increased outpatient healthcare in a hard-pressed
public sector.
(Amounts in NOK 1 000) 2021
Transferred to retained earnings (10 864)
Allocated (10 864)
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Oslo, Norway
29 March 2022
Leif Johan Lindqvist
Chairman of the Board
Staffan Erling Hanstorp
Board member
Ebba Fåhraeus
Board member
Terje Rogne
Board member
Anna Kinberg Batra
Board member
Dennis Höjer
CEO
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Responsibility Statement
We confirm, to the best of our knowledge that the financial statements for the Company and the
Group for the period 1 January to 31 December 2021 have been prepared in accordance with
current applicable accounting standards and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the entity and the group taken as a whole. We also confirm
that the Board of Directors report includes a true and fair review of the development and
performance of the business and the position of the entity and the group, together with a
description of the principal risks and uncertainties facing the entity and the group.
Oslo, Norway
29 March 2022
Leif Johan Lindqvist
Chairman of the Board
Staffan Erling Hanstorp
Board member
Ebba Fåhraeus
Board member
Terje Rogne
Board member
Anna Kinberg Batra
Board member
Dennis Höjer
CEO
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Report on Corporate Governance 2021
Implementation and Reporting on Corporate Governance
Carasent Corporate Governance policy is intended to ensure appropriate division of roles and
responsibilities between the shareholders, the Board of Directors, and the Executive Management.
Carasent emphasizes the importance of adhering to corporate governance principles consistent
with the principles set out in the Norwegian Code of Practice for Corporate Governance as amended
October 4, 2021, and include the equitable and equal treatment of all shareholders; the importance
of having independent and qualified people in the Company’s governing bodies; ensuring that all
financial accounts are audited by qualified, independent auditors; and that information provided by
the Company provides a timely and accurate representation of the underlying business activities
and results.
The Corporate Governance report is included by reference in the Directors’ Report as part of the
Company’s Annual Report.
Business
The Company’s business objective, as defined in the Articles of Association, is to develop market
and rent out information technology-based solutions and related services to businesses of all sizes.
The Board is responsible for developing goals, strategies and risk profile, as well as securing
shareholder values and social responsibility guidelines.
The Company is committed to ensure that we in all our business activities and value creation
comply with recognized principles for sustainable development, human rights, social responsibility
and ethical behavior, including anti-bribery regulations. Further, we are committed to ensure equal
treatment of all our employees independent of race, sex, sexual orientation, mental or physical
handicaps or other similar differentiators.
The Board will review the Company’s goals, strategies and risk profile annually.
The Annual Report includes the Company’s objectives and business strategy.
Equity and Dividends
The Company has per December 31, 2021 a registered share capital of NOK 104.718.852,324 and
78.617.757 issued shares.
The Company believes it has sufficient capital to meet its existing objectives, strategy, and risk
profile. The Board will aim to achieve the Company’s overall objective to increase shareholder value
through increased share price and, when appropriate, through dividends in accordance with a
transparent dividend policy.
While the focus is on organic growth, the Company will also pursue acquisitions of other companies
both within the current business market, but also stay open for other business and geographic
markets.
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At the Annual Shareholder Meeting on June 30, 2021, the Board was granted the authority to
increase the Company’s share capital by issuance of new shares with a total amount of NOK
17.750.345 through one or several placements. The authority is valid until next Annual Shareholder
Meeting.
The Board has no other current authorities granted by the Shareholder Meeting related to equity or
dividends.
Equal Treatment of Shareholders
The Company has only one class of shares and each share entitles the holder to one vote at the
General Meetings. All transactions in the Company’s shares will be carried out through the Oslo
Stock Exchange or at prevailing Stock Exchange prices.
Shareholders pre-emptive rights will only be waived when this is appropriate and considered to be
in the best interest of the Company and its shareholders. The Company will in such situations
explain the justification for waiving the pre-emptive rights in the stock exchange announcement in
connection with the increase in share capital.
The Board is committed to treat all shareholders equally.
Shares and negotiability
During 2021 the Company has made an acquisition of Metodika AB. Part of the consideration was
paid in new shares in Carasent ASA.
The Share Purchase Agreements between Carasent ASA and the Sellers of Metodika AB includes a
lock-up for all the Sellers and the consideration shares totaling 888,235 shares will not be tradeable
for a period of 18 months from closing which was May 25, 2021.
All other shares in the Company are freely tradable, and there are no restrictions to the shares’
negotiability in the Company’s Articles of Association.
Shareholders’ Meetings
The Company encourages shareholders to participate in shareholders’ meetings. Calling notices
with agenda, proposed resolutions, and attendance notice are sent to all shareholders no later than
21 days prior to the meeting. There is no formal deadline for the shareholders to confirm
attendance to the shareholder meetings. All shareholders have the right to vote through proxies at
shareholder meetings. A proxy form is distributed to all shareholders together with the Calling
Notice where each agenda item is listed separately. The proxy form will include information about
the procedure for shareholders to be represented through a proxy, including the named person that
is available as representative for the shareholders under the proxy. To the extent possible, Board
members, the Company’s auditor, and members of the Nomination Committee will be present. The
Chairman of the Board, the Company’s auditor and the Chairman of the Nomination Committee will
always attend the shareholders’ meeting. The Board will ensure that the shareholder meetings will
be chaired by an independent chairman.
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The shareholder meeting will either be arranged as a physical or electronic meeting. All
shareholders have the right to electronically, also in physical meetings, unless the Board for specific
reasons to refuse such attendance. If a shareholder meeting is held as an electronic meeting,
recognized systems to ensure compliance with the voting rules, will be implemented.
All information relating to General Meetings, including proxy form, are posted on the Company’s
Website (www.carasent.com) as early as possible in advance of a General Meeting and no later than
21 days prior to the meeting. The Board will ensure that election of nominated candidates for the
Board will be made separately for each candidate.
Nomination Committee
The Nomination Committee is described in the Company’s Articles of Association and consists of
three members. The members of the current Nomination Committee were elected for a 2-year term
at the ordinary Shareholder meeting on June 30, 2021. The members of the Nomination Committee
are independent of the Board and the Executive Management team and endeavor to represent the
shareholder’s joint interests. None of the Nomination Committee members are members of the
Board or the Executive Management team.
The Nomination Committee’s main task is to evaluate and comply with the rules described in
Chapter 8 below, the composition and independence of the Board. The Nomination Committee will
conclude individual discussions with each Board member and the CEO at least on an annual basis.
All recommendations from the Nomination Committee will be justified in writing and associated
information will be provided to shareholders at least 21 days prior to the relevant Shareholder
meeting.
The Company’s General Meeting will stipulate guidelines for the duties of the Nomination
Committee.
Contact information related to the Company’s Nomination Committee is provided on the Company’s
Investor Relations web page.
Board of Directors; Composition and Independence
The composition of the Board is designed to ensure that Board members represent the common
interest of all shareholders and represent required and useful expertise in various fields. The
composition of the Board ensures independence from main shareholders and that the Board can
operate independently of any special interests. While several of the Board members have
ownership interest in the Company, none of the Board members are related to or dependent upon
other large shareholders or members of the executive management.
Neither the Chief Executive Officer nor any other executive personnel are a member of the Board of
Directors.
The Chairman of the Board and the other Board members are elected at the General Meeting and
the term of all elected Board members is two years, with possibilities for re-election. The
Company’s Annual Report provides information on each of the Board members, including
qualifications and relevant experience.
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Members of the Board are encouraged to hold shares in the Company.
In addition to shareholdings, Human Peak and Balance AB, a company controlled by Chairman of
the Board Johan Lindqvist holds 78.573 subscription rights. Ebba Fåhreus, Board Director, holds
78.573 subscription rights.
The work of the Board of Directors
The Board as approved an updated Board Mandate which provides details for the Board’s work,
including a description of roles and responsibilities for both the Chairman, Board Directors and the
CEO, the Board Meetings, reporting, confidentiality and documentation.
The Board Mandate also includes provisions for agreements with close associates in order to
ensure that any such agreement is entered into on arm’s length principle and no unjustified value is
transferred from the Company. Any transactions between the Company and shareholders, members
of the Board, members of the Executive Management, or close associates of any such party will only
be completed if all conditions in the Public Companies Act and the Board Mandate are fulfilled. If
relevant, a valuation from an independent third party, not being the Company’s auditor, will be
obtained. Any agreement with a close associate will handled and reviewed by at least two Board
members with no personal interest in the agreement. Members of the Board and Executive
Management are obliged to report if they have a material, direct or indirect, interest in any
transaction entered into by the Company.
The Board meets regularly both in closed sessions and in face-to-face meetings with the CEO as the
Board deems fit.
The Board has established an Audit Committee with two Board members and the Company’s
General Counsel as secretary. In addition, the CFO and the Company’s auditor participates in the
meetings. The Audit Committee has a mandate approved by the Board. The mandate is revised
annually during Q2.
The Company has established clearly defined roles, responsibilities and tasks for the Board and
management. Further, the Board produces an annual plan detailing its role in developing the
Company’s strategy as well as the specific objectives for each year. The Board evaluates its work
and its competence on an annual basis.
Risk Management and Internal Control
The Board is responsible for ensuring that management establishes and maintains adequate
internal control over financial reporting. Carasent’s internal control system is designed to provide
reasonable assurance regarding the reliability of financial reporting, and the preparation of
financial statements for external purposes in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union.
Carasent internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
Carasent’s transactions and dispositions of assets;
Page 18
(ii) provide reasonable assurance that transactions are recorded, as necessary, to permit
preparation of financial statements in accordance with IFRS, and that Carasent’s receipts
and expenditures are being made only in accordance with authorizations of Carasent’s
Board and Executive Management; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of Carasent’s assets that could have a material effect on the
financial statements.
There are inherent limitations in the effectiveness of any internal control over financial reporting,
including the possibility of human error and the circumvention or overriding of controls. Because of
its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. In addition, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of the changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even
effective internal control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. The internal reporting will also include reporting in line
with the Company’s ethical guidelines and the guidelines for corporate social responsibility.
Carasent’s Board believes Carasent’s system of internal control provides reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with IFRS.
Remuneration of the Board of Directors
Compensation for Board members is resolved by the shareholders in the General Meeting and
reflects the responsibility, competence, time commitment, and the complexity of the Company’s
business.
The Annual Report includes information on all remuneration paid to the Board members, and any
remuneration in addition to the normal Director’s fee is detailed.
Remuneration of Executive Personnel
The Policy for remuneration to the senior management in accordance with the new regulations in
the Norwegian Public Limited Liability Companies Act § 6-16a, was resolved at the Shareholder
Meeting on October 27, 2021.
The Remuneration Policy is aimed to balance the Company’s short- and long-term performance, as
well as the business strategy and our goal to create value for the Company’s shareholders through a
solid business model, good leadership on all levels and highly motivated employees.
A Report on Remuneration to the Senior Management and Board is issued under the new
regulations under the Norwegian Public Limited Liability Company’s Act for the annual year 2021.
Page 19
Information and communications
The Board of Carasent has established guidelines for the Company’s reporting of financial and other
information to ensure that all shareholders, and the investor market as a whole, are treated equally.
Further, the Company has internal guidelines covering market communication through OSE
releases. In addition, all financial information is available on Carasent’s website at
www.carasent.com.
Take-overs
In the event of a take-over bid, the Board will ensure that all shareholders are treated equally and
given sufficient information and time to form a view of the offer. The Board would normally not
seek to prevent, hinder, or obstruct take-over bids. Further, the Board will, in relevant situations,
ensure compliance with the provisions in Chapter 14 of Corporate Governance Guidelines.
Auditor
The auditor participates in Board meetings that deal with annual accounts. In addition, separate
meetings are arranged between the Board of Directors and the auditor when required, and at least
once a year where neither the CEO nor other employees are present. The specified remuneration to
the auditor is presented for resolution at the Annual meeting.
Page 20
Consolidated Financial Statements 2021
Consolidated Financial Statement consists of
Statement of Income ............................................................................................................................................................ 21
Statement of Comprehensive Income ........................................................................................................................... 22
Statement of Financial Positions ..................................................................................................................................... 23
Statement of Cash Flows ..................................................................................................................................................... 25
Statement of Change in Equity ......................................................................................................................................... 26
Notes to Consolidated Financial Statement ................................................................................................................ 27
Overview of notes to the Consolidated Financial Statements
Note 1 – General information ........................................................................................................................................... 27
Note 2 – General Accounting Principles ....................................................................................................................... 27
Note 3 – Business Combination ....................................................................................................................................... 30
Note 4 – Revenue ................................................................................................................................................................... 34
Note 5 – Segment information ......................................................................................................................................... 38
Note 6 – Cost of Sales ........................................................................................................................................................... 40
Note 7 – Employee Compensation and Benefits ....................................................................................................... 40
Note 8 – Other Operational and Administrative Costs ........................................................................................... 42
Note 9 – Financial Income and Expenses .................................................................................................................... 42
Note 10 – Income Tax .......................................................................................................................................................... 43
Note 11 – Earnings per Share ........................................................................................................................................... 44
Note 12 – Goodwill and impairment testing .............................................................................................................. 46
Note 13 – Intangible Assets ............................................................................................................................................... 48
Note 14 – Tangible Assets .................................................................................................................................................. 50
Note 15 – Customer Receivables ..................................................................................................................................... 51
Note 16 – Cash and Cash equivalents ............................................................................................................................ 52
Note 17 – Leases .................................................................................................................................................................... 52
Note 18 – Liabilities and Stock Option Program....................................................................................................... 54
Note 19 – Equity ..................................................................................................................................................................... 56
Note 20 – Shareholders of the Group ............................................................................................................................ 57
Note 21 – Transaction with Related Parties ............................................................................................................... 58
Note 22 – Financial Risk Management.......................................................................................................................... 59
Note 23 – Events after the Balance Sheet Date ......................................................................................................... 61
Note 24 – New and Amended Standards and Interpretations ............................................................................ 63
Alternative Performance Measures ............................................................................................................................... 64
Page 21
CONSOLIDATED STATEMENTS OF INCOME
December 31, 2021 December 31, 2020
(Amounts in NOK 1 000) Note
Revenue 137 125 70 576
Operating Revenues 4,5 137 125 70 576
Cost of Sales 6 24 226 13 789
Gross Profit 112 899 56 787
Operating Expenses
Employee Compensation and Benefits 7 47 274 21 895
Other Operational and Administrative Expenses 8,15 32 643 18 835
Depreciation and Amortization
13, 14, 17
23 336 12 629
Total Operating Expenses 103 253 53 359
Net Operating Income/(Loss) 9 646 3 427
Financial Items
Interest Expenses 646 687
Other Financial (Income)/Expenses 18 5 267 38 412
Net Financial Items 9 5 913 39 098
Net Income/(Loss) Before Income Taxes 3 734 (35 672)
Income Tax Expense/(Income) 10 3 882 2 459
Net Income/(Loss) (148) (38 131)
Attributable to Equity Holders of the Parent (148) (38 131)
Earnings Per Share:
Basic earnings per share 11 (0.00) (0.85)
Diluted earnings per share 11 (0.00) (0.85)
12 Months Ended
Page 22
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
December 31, 2021 December 31, 2020
(Amounts in NOK 1 000)
Net Income/ (Loss) (148) (38 131)
Changes in Translation Differences (11 889) 10 536
Items that may be Reclassified Subsequently to
the Income Statement
(11 889) 10 536
Total Other Comprehensive Income/(Loss) for the Period (11 889) 10 536
Total Comprehensive Income/(Loss) for the Period (12 037) (27 595)
Attributable to Equity Holders of the Parent (12 037) (27 595)
12 Months Ended
Page 23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
December 31, December 31,
2021 2020
(Amounts in NOK 1 000) Note
ASSETS
Non-Current Assets
Goodwill 12, 13 271 990 170 339
Customer Relationships 13 26 733 29 309
Technology 13 76 186 49 131
Total Intangible Assets 374 909 248 779
Tools and Equipment 14 1 507 1 198
Right of Use Asset 17 14 612 15 917
Deferred Tax Assets 10 327 1 117
Total Non-Current Assets 391 354 267 011
Current Assets
Customer Receivables 15 20 093 11 071
Other Receivables 3 455 3 517
Prepaid Expenses 2 161 2 195
Cash and Cash Equivalents 16 883 756 221 155
Total Current Assets 909 465 237 938
TOTAL ASSETS 1 300 818 504 949
Page 24
Oslo, 29 March 2022
Leif Johan Lindqvist
Chairman of the Board
Staffan Erling Hanstorp
Board member
Ebba Fåhraeus
Board member
Terje Rogne
Board member
Anna Kinberg Batra
Board member
Dennis Höjer
CEO
December 31, December 31,
2021 2020
(Amounts in NOK 1 000) Note
LIABILITIES AND SHAREHOLDERS EQUITY
Equity Attributed to Equity Holders of the Parent
Share Capital 104 719 73 307
Other Paid-in Capital 1 105 556 354 630
Translation Difference Reserves (2 560) 9 328
Retained Earnings (36 440) (36 290)
Total Shareholders Equity 19 1 171 274 400 975
Lease Liability 17 10 634 12 763
Liability Stock Option Program 18 - 41 180
Deferred Tax Liability 10 9 864 8 873
Total Non-Current Liabilities 20 497 62 816
Current Liabilities
Trade Accounts Payable 8 942 4 883
Accrued Expenses 24 027 14 840
Contract Liability 4 17 506 6 930
Liability Stock Option Program 18 46 238 -
Current Liabilities to Credit Institutions - 943
Current Lease Liability 17 5 703 4 803
Other Current Liabilities 6 630 8 759
Total Current Liabilities 109 047 41 158
TOTAL LIABILITIES AND EQUITY 1 300 818 504 949
Page 25
CONSOLIDATED STATEMENT OF CASH FLOWS
December 31,
2021
December 31,
2020
(Amounts in NOK 1 000) Note
Cash Flows from Operating Activities
Profit/(Loss) Before Tax 3 734 (35 672)
Depreciation and Amortization 13, 14, 17 23 336 12 629
Interest Expense 9 646 687
Fair Value Adjustments Stock Options 18 5 061 38 400
Change in Accounts Receivable 15 (3 816) (830)
Change in Accounts Payable 2 558 1 148
Change in Current Assets & Liabilities 3 631 4 560
Income Tax Paid 10 (2 669) (2 162)
Net Cash Flows Provided by Operating Activities 32 480 18 761
Cash Flows from Investing Activities
Investments in Intangible and Tangible Assets 13,14 (38 227) (16 131)
Acquisition of Company, Net of Cash Paid 3 (86 897) (59 993)
Cash Flows Used in Investing Activities (125 124) (76 125)
Cash Flows from Financing Activities
Issuance of Shares 19 790 758 286 468
Transaction Cost Related to Issuance of Shares 19 (28 683) (13 927)
Payment Lease Liability 17 (4 867) (2 302)
Repayment of Debt - (1 234)
Paid Interest 9 (646) (687)
Cash Flows Used in Financing Activities 756 562 268 318
Effect of Exchange Rates on Cash and Cash Equivalents (1 317) (727)
Net Change in Cash and Cash Equivalents 662 601 210 227
Cash and Cash Equivalents at Beginning of Period 221 155 10 928
Cash and Cash Equivalents at End of Period 16 883 756 221 155
12 months ended
Page 26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amounts in NOK 1 000)
Share
Capital
Other Paid-
in Capital
Translation
Difference
Reserves
Retained
Earnings
Total
Equity
Equity December 31, 2019 54 124 35 819 (1 207) 1 841 90 577
Net Income for the Period - - - (38 131) (38 131)
Other Comprehensive Income/(Loss) - - 10 536 - 10 536
Total Comprehensive Income/(Loss) - - 10 536 (38 131) (27 595)
Share Issuance 19 183 332 738 - - 351 921
Transaction Costs - (13 927) - - (13 927)
Equity December 31, 2020 73 307 354 630 9 329 (36 290) 400 975
(Amounts in NOK 1 000)
Share
Capital
Other Paid-
in Capital
Translation
Difference
Reserves
Retained
Earnings
Total
Equity
Equity December 31, 2020 73 307 354 630 9 329 (36 290) 400 975
Net Income for the Period - - - (148) (148)
Other Comprehensive Income/(Loss) - - (11 889) - (11 889)
Total Comprehensive Income/(Loss) - - (11 889) (148) (12 037)
Share Issuance 31 412 779 609 - - 811 021
Transaction Costs - (28 683) - - (28 683)
Equity December 31, 2021 104 719 1 105 556 (2 560) (36 439) 1 171 274
Page 27
NOTES TO THE CONSOLIDATED STATEMENT
Note 1 – General information
Carasent ASA (“Carasent” or the “Company”), the parent company of the Carasent Group (the
“Group”) is a public Company registered in Norway and traded on the Oslo Stock Exchange
(ticker: CARA) with a registered business address Øvre Slottsgate 2B, Oslo, Norway.
The consolidated financial statements for the year ended 2021 were approved by the Board of
Directors for publication on 29 March 2022.
Note 2 – General Accounting Principles
Basis of Preparation
The consolidated financial statements of the Carasent Group have been prepared in accordance
with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB), as adopted by the EU.
The consolidated figures are presented in NOK rounded to the nearest thousands. As a result of
rounding adjustments, amounts and percentages may not add up to the total.
The financial statements are prepared on a going concern basis.
Basis for Consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The
Group controls an entity 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 to direct
the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances, and unrealized gains on transactions between group
companies are eliminated. Unrealized losses are also eliminated unless the transaction provides
evidence of an impairment of the transferred asset. Figures from subsidiaries with different
accounting policies are amended to ensure consistent accounting policies for the Group.
If the Group loses control over a subsidiary it derecognizes the assets, liabilities, and non-
controlling interest, and reclassifies to profit or loss, or transfers directly to retained earnings as
appropriate, the amounts recognized in other comprehensive income/(loss) in relation to the
subsidiary.
Page 28
The Group has the following subsidiaries as of 31 December 2021:
Foreign currency translation
The consolidated financial statements are presented in NOK, which is Carasent ASA’s functional
currency.
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective
functional currency spot rates at the date the transaction first qualifies for recognition. Monetary
assets and liabilities denominated in foreign currencies are translated at the functional currency
spot rates of exchange at the reporting date. Differences arising on settlement or translation of
monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using the exchange rates at the dates of the initial
transactions.
The Group has foreign entities with functional currency other than NOK. At the reporting date, the
assets, and liabilities of foreign entities with functional currencies other than NOK are translated
into NOK at the rate of exchange at the reporting date and their income statements are translated at
the average exchange rates per year. The translation differences arising from the translation are
recognised in other comprehensive income until the disposal of the net investment, at which time
they are recognised in the income statement.
Classification of current and non-current items
An asset is classified as current when it is expected to be realised or sold, or to be used in the
Group’s normal operating cycle or falls due or is expected to be realized within 12 months after the
end of the reporting period. Other assets are classified as non-current. Liabilities are classified as
current when they are expected to be settled in the normal operating cycle of the Group or are
expected to be settled within 12 months of the end of the reporting period, or if the Group does not
have an unconditional right to postpone settlement for at least 12 months after the balance sheet
date.
Financial assets
All financial assets are recognised initially at fair value plus, in the case of financial assets not
recorded at fair value through profit or loss, transaction costs that are attributable to the
acquisition of the financial asset.
Page 29
Events after the Balance Sheet Date
Events after the reporting period related to the group’s financial position at the end of the reporting
period, are considered in the financial statements. Events after the reporting period that have no
effect on the group’s financial position at the end of the reporting period, but will have effect on
future financial position, are disclosed if the future effect is material.
Cash Flow Statement
The cash flow statement is presented using the indirect method.
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Group’s consolidated financial statements requires management to make
judgments, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets or liabilities affected in future periods.
The Group identified the following material estimation uncertainty at the reporting date, that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year:
• Purchase price allocation and excess values see note 3 for further information.
• Impairment, see note 12 for further information.
• Valuation of stock option liabilities, see note 18 for further information.
Page 30
Note 3 – Business Combination
Accounting Principles
The acquisition method of accounting is used to account for all business combinations. The
consideration transferred in a business combination comprises the fair values of the assets
transferred, liabilities incurred to the former owners of the acquired business, equity interests
issued by the Group, fair value of any asset or liability resulting from a contingent consideration
arrangement and fair value of any pre-existing equity interest in the subsidiary. Identifiable assets
acquired, and liabilities and contingent liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Goodwill arising on acquisition is recognized as an asset measured at the excess of the sum of the
consideration transferred, the fair value of any previously held equity interests and the amount of
any non-controlling interests in the acquired entity over the net amounts of the identifiable assets
acquired and the liabilities assumed. If, after reassessment, the Group’s interest in the net fair value
of the acquired entity’s identifiable assets, liabilities and contingent liabilities exceeds the total
consideration of the business combination, the excess is recognized in the statement of profit or
loss immediately.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future
are discounted to their present value as at the date of exchange. The discount rate used is the
entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained
from an independent financier under comparable terms and conditions.
Contingent consideration classified as a financial liability are subsequently re-measured to fair
value with changes in fair value recognized in profit or loss.
Acquisition of Metodika AB
Carasent ASA acquired the Swedish company Metodika AB ("Metodika") on May 25, 2021.
Metodika is a leading provider of Enterprise Practice Management (EPM) solutions to independent
hospitals and clinics across 10 European countries. The consideration was NOK 111 million, of
which NOK 90.8 million was settled in cash and the remaining in issuance of 588,235 shares to the
previous owners of Metodika to a fair value per share of NOK 34.
Significant estimates
The acquisitions required the use of critical judgements and significant estimates when identifying
and valuing intangible assets. For Metodika two intangible assets were identified: technology and
customer relationship.
The relief-from-royalty method have been applied to measure the fair value of the technology. The
relief-from-royalty method considers the discounted estimated royalty payments that are expected
to be avoided as a result of the patents being owned. The valuation is based on projected cash flows
for the next five years, which includes estimated revenue growth. These cash flows are adjusted for
assumptions about churn, attrition and multiplied by a royalty rate of 12% (cost saving from
owning the technology). These cost savings are discounted using a cost of capital rate of 9%. The
technology is assumed to have a useful life of five years.
Page 31
The customer relationships are valued using Multi-period Excess Earnings Method (MEEM). The
principle is that the value of the intangible asset is equal to the present value of the after-tax cash
flows attributable to the intangible assets only. The valuation is based on projected cash flows for
the next eight years. These cash flows are adjusted for contributory asset charges (CAC). Churn is
estimated to 14%. The cash flows are discounted using a 10% discount rate. The customer
relationships are assumed to have a useful life of seven years.
Purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of acquisitions in respect of identifiable assets acquired and
liabilities assumed are set out in the table below:
Goodwill from the acquisition of Metodika represents expected synergies in the Group and will
form a separate cash generating unit.
Acquisition costs of NOK 3.95 million arose as a result of the transactions. These have been
recognized as part of other operating expenses in the statement of statement of income.
(Amounts in NOK 1 000) Metodika
Purchase consideration
Cash consideration 90 777
Ordinary shares issued 20 263
Total purchase consideration 111 040
Technology 5 568
Customer relationship 2 729
Deferred tax assets -
Right of use assets 4 794
Customer receivables 5 197
Cash and cash equivalents 3 880
Deferred tax liability (1 357)
Lease liability (4 794)
Trade payables (1 502)
Accrued expenses and contract liabilities (14 185)
Net other assets and liabilities 1 498
Total net identifiable assets acquired at fair value 1 829
Consideration 111 040
Goodwill 109 210
Net cash outflow arising on acquisition
Cash consideration 90 777
Less:
Cash and cash equivalent balances acquired (3 880)
Net cash outflow arising on acquisition 86 897
Page 32
Metodika has contributed NOK 17.2 million to the Group’s revenue since the acquisition date and
net income of NOK 2.2 million to the Group’s total loss.
If the acquisitions of Metodika had occurred on 1 January 2021, the proforma revenue for the
Group could have been NOK 144.2 million and the Group’s loss could have been NOK 4.1 million.
Acquistion of Avans Soma Holding AS
Carasent ASA acquired the Norwegian group Avans Soma Holding AS ("Avans Soma") at 10
December 2020. Avans Soma is a developer of leading medical record systems and IT solutions in
the Norwegian health care market. The consideration was NOK 126.7 million, of which NOK 61.3
million was settled in cash and the remaining in issuance of 2,211,191 shares to the previous owner
of Avans Soma. The shares were issued 10 December 2020 at a stock price of NOK 29.6.
Significant estimates
The acquisitions required the use of critical judgements and significant estimates when identifying
and valuing intangible assets. For Avans Soma Holding AS two intangible assets were identified:
technology and customer relationship.
The relief-from-royalty method have been applied to measure the fair value of the technology. The
relief-from-royalty method considers the discounted estimated royalty payments that are expected
to be avoided as a result of the patents being owned. The valuation is based on projected cash flows
for the next 10 years, which includes estimated revenue growth. These cash flows are adjusted for
assumptions about churn, attrition and multiplied by a royalty rate of 15% (cost saving from
owning the technology). These cost savings are discounted using a cost of capital rate of 9%. The
technology are assumed to have a useful life of seven years.
The customer relationships are valued using Multi-period Excess Earnings Method (MEEM). The
principle is that the value of the intangible asset is equal to the present value of the after-tax cash
flows attributable to the intangible assets only. The valuation is based on projected cash flows for
the next 10 years. These cash flows are adjusted for contributory asset charges (CAC). Churn is
estimated to 10%. The cash flows are discounted using a 10% discount rate. The customer
relationships are assumed to have a useful life of ten years.
Page 33
Purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of acquisitions in respect of identifiable assets acquired and
liabilities assumed are set out in the table below:
Goodwill from the acquisition of Avans Soma represents expected synergies in the Group and will
form a separate cash generating unit.
Acquisition costs of NOK 5.8 million arose as a result of the transactions. These have been
recognized as part of other operating expenses in the statement of income for 2020.
(Amounts in NOK 1 000) Avans Soma
Purchase consideration
Cash consideration 61 250
Ordinary shares issued 65 450
Total purchase consideration 126 700
Technology 15 505
Customer relationship 9 938
Deferred tax assets 1 117
Right of use assets 1 349
Customer receivables 1 556
Cash and cash equivalents 1 257
Deferred tax liability (666)
Lease liability (1 349)
Trade payables (1 522)
Net other assets and liabilities (5 650)
Total net identifiable assets acquired at fair value 21 535
Consideration 126 700
Goodwill 105 165
Net cash outflow arising on acquisition
Cash consideration 61 250
Less:
Cash and cash equivalent balances acquired (1 257)
Net cash outflow arising on acquisition 59 993
Page 34
Note 4 – Revenue
Accounting Principles
The revenue in the Group can be categorized into six different categories; Software as a Service
(SaaS), Add-on services, Consulting, License, maintenance and other. All services are delivered to
the health care sector. The business model is different between the segments and hence the
accounting principles is described per segment.
SaaS
Evimeria delivers cloud-based systems regarded as SaaS. Evimeria offers the products Webdoc and
Vårdrummet. These licensing agreements provides the customers with the right to access the
Group's IP. The "control" of these services is transferred to the customers on a continuous basis and
are recognized over time.
The SaaS license is invoiced to customers quarterly in advance with 30 days payment terms.
Add-on services
Add-on services are services that are integrated with a third party and includes electronic letters,
SMS services, portal to medical services etc. Add-on services are a separate performance obligation
and recognized over time.
Add-on services are invoiced monthly in arrears with 30 days payment terms.
Consulting
Consultancy is delivered as an addition to the SaaS and License contracts. Consultancy includes
installation fees. These services are recognized at point in time at delivery.
Consultancy are invoiced by hours incurred and with 30 days payment terms.
License
Metodika delivers on-premise solutions offering the products Metodika EPM and Metodika Klinik.
The license is recognized at point in time when the customer receives the license.
The license is invoiced shortly after the customer has got access to the IP and with 30 days payment
terms.
Page 35
Maintenance
The category maintenance includes the cloud license delivered by Avans Soma and ongoing access
to receive support, upgrades and new functionality.
Avans Soma’s cloud-based license is hosted by a third party and in accordance with how the
management review its revenue presented in the category maintenance. The license is a separate
performance obligation that are recognized over time.
The access to support and access to upgrades/new functionality is both separate performance
obligations that are recognized over time.
The services are invoiced upfront and with 30 days payment terms.
Other
Other revenue is with existing customers where the Group delivers services as described above
which is not directly related to the description and presented separately in the table. In addition,
there is some gain on the sale of fixed assets. This is recognized point in time.
For the year ended December 31, 2021
Page 36
For the year ended December 31, 2020
Contract liability
Contract liabilities relate to advances from customer for licenses paid upfront. Contract liabilities
are expected to be realized within the Group’s normal cycle and are classifies as current.
Page 37
Geographical distribution of revenues based on customer location:
Assets by geographical location of the company
(Amounts in NOK 1 000) 2021 2020
Sweden 90 797 70 576
Norway 39 876 -
Denmark 4 059 -
Other countries 2 393 -
Total revenues 137 125 70 576
(Amounts in NOK 1 000) 2021 2020 2021 2020
Norway 133 837 131 958 1 004 385 347 831
Sweden 257 190 133 935 296 434 157 118
Total assets 391 027 265 893 1 300 818 504 949
Non-current assets excluding
deferred tax assets
Total assets
Page 38
Note 5 – Segment information
Accounting Principles
An operating segment is a component of an entity that engages in business activities from which it
may earn revenues and incur expenses. The Group has determined that the Board of Directors are
the chief operating decision maker.
The segment information is reported in accordance with the reporting to the Board of Directors
(the chief operating decision makers) and is consistent with financial information used for
assessing performance and supporting the Group’s direction and strategy, resource allocation and
acquisition activities. The Group has identified three reportable segments in 2021.
Evimeria segment
Evimeria is a software and electronic health services provider in the Swedish healthcare sector. The
segment generates revenue from selling an electronic medical record (EMR) system and integrated
services (partly from third-party developers) to customers in the healthcare sector.
Evimeria’s Webdoc technology is a web-based care management system for health professionals
which reduces the risk of resource-intensive routines and makes it easier to focus on the core
business.
Evimeria’s Vårdrummet solution offers a digital platform for interactive health care. It enables
healthcare providers to safely communicate with their patients via digital services such as video
and chat. It also allows the patient to participate more actively in his or her own care, through
health declarations and/or online booking.
Avans Soma segment
Avans Soma is a developer of leading medical record systems and IT solutions in the Norwegian
healthcare sector. The segment generates revenue from selling an electronic medical record (EMR)
system and healthcare products for social care and mental illness rehabilitation.
Metodika segment
Metodika is a software provider that develops and provides Enterprise Practice Management (EPM)
solutions to independent hospitals and clinics across Europe. The segment primarily generates
revenue from selling an electronic medical record (EMR) system to private hospitals. Additionally,
the segment provides add-on services for its maintenance agreements and consulting work based
on customer demand.
Other
Other includes results from the holding company Carasent ASA and any effects related to
eliminations.
Page 39
For the year ended December 31, 2021
For the year ended December 31, 2020
Total
operating Other and Group
(Amounts in NOK 1 000) Evimeria Avans Soma Metodika segments eliminations total
Profit and loss disclosures
SaaS 41 006 - - 41 006 - 41 006
Add-on services 42 214 774 4 455 47 443 - 47 443
Consulting 3 672 5 435 3 487 12 595 - 12 595
License - 32 806 839 - 839
Maintenance - 26 142 8 173 34 316 - 34 316
Other 201 417 309 928 - 928
Total revenues 87 093 32 801 17 232 137 125 - 137 125
EBITDA 34 889 12 270 4 083 51 258 (18 260) 32 982
EBIT 24 130 5 047 2 732 31 909 (22 263) 9 646
Adjusted EBITDA 34 889 12 270 4 083 51 258 (5 785) 45 457
Adjusted EBIT 24 130 5 047 2 732 31 909 (5 777) 26 132
Total
operating Other and Group
(Amounts in NOK 1 000) Evimeria Avans Soma Metodika segments eliminations total
Profit and loss disclosures
SaaS 33 933 - - 33 933 - 33 933
Add-on services 31 345 - - 31 345 - 31 345
Consulting 5 043 - - 5 043 - 5 043
License - - - - - -
Maintenance - - - - - -
Other 254 - - 254 - 254
Total revenues 70 576 - - 70 576 - 70 576
EBITDA 27 850 - - 27 850 (11 794) 16 056
EBIT 18 842 - - 18 842 (15 416) 3 426
Adjusted EBITDA 27 850 - - 27 850 (4 532) 23 318
Adjusted EBIT 18 842 - - 18 842 (4 508) 14 333
Page 40
Note 6 – Cost of Sales
The following table summarizes the components of the Group’s cost of sales. All cost of sales is
related to add on services provided to customers and are recognised in accordance with related
revenues.
Note 7 – Employee Compensation and Benefits
Accounting Principles
All the employees in the Group have a contribution plan. The Group’s payments are recognized in
the profit or loss as an employee benefit expenses for the year to which the contribution applies.
The following table summarizes the components of the Group’s Compensation and Benefits:
In 2021 Carasent has received a grant of NOK 2.1 Million. This was related to the tax deduction
scheme for the companies with research and development projects (SkatteFUNN). The grant was
recognized as cost reduction of the respective incurred costs (NOK 0.7 million reduction of
Employee Compensation and NOK 1.4 million reduction of OPEX).
(Amounts in NOK 1 000)
2021 2020
Third party suppliers 24 226 13 789
Total 24 226 13 789
(Amounts in NOK 1 000)
2021 2020
Wages and salaries 55 078 25 962
Social security tax 15 033 8 227
Pension costs 3 752 1 854
Other benefits 1 702 1 500
Work performed by the company for its own use and capitalzed as intangible asset (27 594) (15 647)
SkatteFunn (698) -
Total Employee Compensation and Beneftis 47 274 21 896
Average number of employees 103 54
Average number of members in pension plan 103 54
Page 41
The tables below set forth the compensation summary for the CEO, key management and Board of
Directors for the year ended 31 December 2021 and 2020:
For more information related to management remuneration please see the remuneration report
which will be approved by the General Assembly and made publicly available at www.carasent.com.
2021 2020
(Amounts in NOK 1 000)
CEO
Other key
mgmt.
Board CEO
Other key
mgmt.
Board
Wages and salaries 1 576 2 216 1 200 2 330 1 348 1 000
Other benefits 240 169 400 342 94 400
Total key management compensation 1 816 2 385 1 600 2 672 1 442 1 400
Page 42
Note 8 – Other Operational and Administrative Costs
The following table summarizes the components of the Group’s Other Operational and
Administrative Costs:
Audit Fees
The table below summarizes the components of the Group’s audit related fees (the amounts are ex
VAT):
Note 9 – Financial Income and Expenses
The following table summarizes the components of the Group’s Financial Income and Expense:
(Amounts in NOK 1 000) 2021 2020
Marketing 1 732 526
Travel and entertainment 715 145
Rent and office expenses 2 090 1 582
Professional services 32 191 14 605
Utilities and maintenance costs 2 739 415
IT services 3 043 933
Other operating expenses 839 629
Work performed by external consulents and capitalized as intangible asset (9 293) -
SkatteFunn (1 413) -
Total Operating Expenses 32 643 18 835
(Amounts in NOK 1 000) 2021 2020
Audit 1 795 730
Other assurance services 598 75
Tax services 72 78
Other services 1 179 1 757
Total Audit Fees 3 643 2 639
Fees for other services mainly consists of due diligence services
(Amounts in NOK 1 000) 2021 2020
Interest Expense 646 687
Change in fair value of stock option liability, see note 18 5 061 38 400
Other financial items 205 11
Financial Income and Expense 5 913 39 098
Page 43
Note 10 – Income Tax
Accounting Principles
Income tax expenses consist of taxes payable and changes to deferred tax. Tax is recognized in the
profit or loss, except to the extent that it relates to items recognized in other comprehensive
income/(loss) or directly in equity.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net
profit as reported in profit or loss because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never taxable or deductible. The
Group’s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the end of the reporting period.
Deferred tax
Deferred tax assets and liabilities are calculated on the basis of temporary differences between the
carrying amount of assets and liabilities in the financial statement and their tax basis, together with
tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are
calculated based on the tax rates and tax legislation that are expected to apply when the assets are
realized or the liabilities are settled, based on the tax rates and tax legislation that have been
enacted or substantially enacted on the balance sheet date.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits
will be available, against which the assets can be utilized. Part of the basis for recognising deferred
tax assets is based on applying the loss carried forward against future taxable income in the group,
which requires use of estimates for calculating future taxable income. Deferred tax assets are not
recognised for entities with longer periods of losses unless there is convincing evidence of
recoverability. Deferred tax assets and liabilities are not discounted. Deferred tax assets and
liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied
by the same taxation authority on the same taxable entity. The entities included in the consolidated
financial statements are subject to income tax in the countries where they are domiciled.
Specification of Income Tax:
(Amounts in NOK 1 000) 2021 2020
Tax payable 2 669 2 145
Changes in deferred tax 1 212 313
Total income tax expense 3 882 2 458
Page 44
Specification of basis for Deferred Tax balances:
Reconciliation of net deferred tax balances:
In Norway the group has deferred tax assets relating to tax loss carry forward (tax value NOK 58.8
million in 2021 and NOK 52.7 million in 2020). The tax loss has no expiry date. Based on the current
operations in Norway there is no convincing evidence that this deferred tax asset can be utilized.
Consequently, the deferred tax asset has not been recognized.
Reconciliation of effective tax rate:
The Group’s effective tax rate is impacted by significant permanent differences related to
transaction costs and unrecognized deferred tax assets.
Note 11 – Earnings per Share
(Amounts in NOK 1 000) 2021 2020
Non current assets 45 789 32 284
Gains and loss account 66 84
Other temporary differences (46 238) (36 965)
Total (384) (4 597)
Tax loss carried forward (267 429) (239 495)
Net temporary differences (267 813) (244 092)
Deferred tax liability (asset) (59 129) (53 732)
Of which not recognized 68 666 61 488
Carrying value deferred tax liability (assets) 9 537 7 756
whereof deferred tax assets 327 1 117
whereof deferred tax liabilities 9 864 8 873
(Amounts in NOK 1 000) 2021 2020
Deffered tax liabilities at 1 January 7 756 7 008
Recognised deferred tax expense 1 212 313
Acquisition of companies 1 357 (452)
Currency translation effects (789) 887
Deferred tax liabilities at 31 December 9 537 7 756
(Amounts in NOK 1 000) 2021 2020
Net Income (Loss) before tax 3 734 (35 672)
Expected income taxes at statutory tax rate 684 (6 662)
Permanent differences (4 446) (3 323)
Unrecognized deferred tax assets 7 178 12 458
Other changes 465 (14)
Income tax expense 3 882 2 459
Effective tax rate in % 104 % -7 %
Page 45
Accounting Principles
Basic earnings per share is calculated by dividing profit or loss attributable to ordinary equity
holders of the parent company by the weighted average number of ordinary shares outstanding
during the period.
The calculation of diluted earnings per share is consistent with the calculation of the basic earnings
per share, but at the same time gives effect to all dilutive potential ordinary shares that were
outstanding during the period, by adjusting the profit/loss and the weighted average number of
shares outstanding for the effects of all dilutive potential shares, for example:
• The profit or loss for the period attributable to shares is adjusted for changes in profit or
loss that would result from the conversion of the dilutive potential ordinary shares.
• The weighted average number of shares is increased by the weighted average number of
additional ordinary shares that would have been outstanding, assuming the conversion of
all dilutive potential ordinary shares.
The following table presents the earnings per share:
(Amounts in NOK 1 000 - Except Share Data) 2021 2020
Income/ (Loss) for the year (148) (38 131)
Total Income/ (Loss) for the Year (148) (38 131)
Weighted Average Common Shares Outstanding 67 120 235 44 884 491
Weighted Average Dilutive Shares Outstanding 2 000 000 2 000 000
Basic Earning Per Share for the Year (0.00) (0.85)
Diluted Earning Per Share for the Year (0.00) (0.85)
Page 46
Note 12 – Goodwill and impairment testing
Accounting Principles
Goodwill is recognized as a part of business combinations. Goodwill is initially measured at the
excess of the consideration over of the acquiree in excess of the acquiree's identifiable net assets.
Goodwill does not generate cash flows independently of other assets or groups of assets and is
allocated to the cash-generating units expected to benefit from the synergies of the combination
that gave rise to the goodwill. A cash-generating unit is the smallest identifiable group of assets that
generates cash inflows that are largely independent of the cash inflows from other assets or group
of assets. The Group has identified three cash-generating units for the purpose of goodwill testing:
Evimeria (acquired in 2018), Avans Soma (acquired in the end of 2020) and Metodika (acquired in
May 2021).
Impairment of assets
Cash-generating units to which goodwill has been allocated, are tested for impairment annually or
more frequently if there is any indication that the cash-generating unit may be impaired. If the
recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent
period.
Other assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. Intangible assets not yet brought into use are
assessed for impairment annually. If it is not possible to estimate the recoverable amount of an
individual asset, the group determines the recoverable amount of the cash-generating unit to which
the asset belongs.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value, less costs to sell,
and value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value, using a discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset or the cash-generating unit to which the asset belongs.
The Group’s Goodwill relates to the following:
(Amounts in NOK 1 000) 2020 Acquisition
Exchange rate
differences
2021
Evimeria 65 174 - (4 542) 60 632
Avans Soma 105 165 - - 105 165
Metodika - 109 210 (3 017) 106 193
Total 170 339 109 210 (7 559) 271 990
Page 47
As part of the Group’s annual review process, it assesses whether or not acquired goodwill or other
non-current assets have been impaired. The estimate reflects the Group’s assessment of the value of
the cash-generating unit to which the goodwill is allocated, or the non-current assets are associated.
Calculating the value in use requires the Group to estimate the expected cash flows from the cash-
generating units and also to choose a suitable pre-tax discount rate in order to calculate the present
value of cash flow.
The Group allocates its non-current assets on a consolidated basis to the three cash generating
units. The recoverable amount for the cash generating unit has been determined based on a value in
use calculation using cash flow projections based on financial budgets approved by senior
management covering a five-year period and beyond five year a perpetual growth rate of future
cash flow has been set to 2%. The pre-tax discount rate applied to cash flow projections was 8.7%.
Key assumptions used in value in use calculations for the Group for December 31, 2021.
The following describes each key assumption on which management has based its cash flow
projections to undertake impairment testing:
Revenues – Revenue growth is based on a combination of historical sales and market
opportunities in both existing and new markets.
EBIT Margin – EBIT Margin is based on historical performance and the scalability effect from the
implementation of new units in the "Carasent model" where synergies will be captured.
Discount rate – To determine the present value of the future cash flows, the Group has used the
CAPM-formula where input is based on observable public information.
Pre-Tax Discount Rates – To determine the present value of the future cash flows, the Group has
used a WACC model (Weighted Average Cost of Capital). The Group has considered that the
discount rate is attributable to all CGU because of the similarities between the markets.
Based on the test, there is no need of impairment as the recoverable amount (value in use) exceeds
the carrying amount in all CGUs.
The Group has performed a sensitivity analysis for each CGU to substantiate the conclusion. For
Evimeria forecasted EBIT can decrease by 91% before headroom turns negative, all else equal. The
WACC can be 166% before headroom turns negative, all else equal. For Avans Soma forecasted
EBIT can decrease by 97% before headroom turns negative, all else equal. The WACC can be 26.4%
before headroom turns negative, all else equal. For Metodika forecasted EBIT can decrease by 74%
before headroom turns negative, all else equal. The WACC can be 26.3% before headroom turns
negative, all else equal.
Page 48
Note 13 – Intangible Assets
Accounting Principles
Generally, intangible assets are recognized in the balance sheet if it is probable that there are future
economic benefits that can be attributed to the asset which is owned by the Group, and the asset’s
cost can be reasonably estimated. Intangible assets are recorded at cost.
Intangible assets with a finite useful life are amortized over the useful life. Amortization is carried
out using the straight-line method over the estimated useful life. The amortization estimates and
method is subject to an annual assessment based on the future economic benefits. Intangible assets
with indefinite useful lives are not amortized, but impairment losses are recognized if the
recoverable amount is less than the current carrying value. The recoverable amount is calculated
each year or if there are any indications of a decrease of value.
Expenditures on development activities are capitalized, if, and only if, all of the following conditions
have been demonstrated:
• The technical feasibility of completing the intangible asset so that it will be available for use
or sale;
• The intention to complete the intangible asset and use or sell it;
• The ability to use or sell the intangible asset;
• How the intangible asset will generate probable future economic benefits;
• The availability of adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset; and
• The ability to measure reliably the expenditure attributable to the intangible asset during
its development
Capitalized development costs include costs directly attributable to development of the intangible,
such as personnel expenses and consultancy services. Capitalized developments are related to the
new platform for European market, Webdoc X, and the ongoing Norwegian expansion for Webdoc.
Please see Director's report for further information.
The following table summarizes the activity of the Group’s Intangible Assets:
Page 49
(Amounts in NOK 1 000)
Customer
Relationship
Technology
Capitalized
development
Goodwill Total
Cost
Cost at 31 December 2019 23 241 14 550 12 339 58 813 108 943
Additions - - 15 648 - 15 648
Acquisition of business 9 938 15 505 - 105 165 130 608
Exchange differences 2 517 1 717 1 016 6 361 11 611
Cost at 31 December 2020 35 696 31 771 29 003 170 339 266 809
Additions - - 38 300 - 38 300
Acquisition of business 2 729 5 568 - 109 210 117 508
Exchange differences (1 784) (2 027) (765) (7 559) (12 135)
Cost at 31 December 2021
36 641 35 312 66 539 271 990 410 482
-
Amortization and impairment -
Accumulated at 31 December 2019 (3 813) (4 280) (1 462) - (9 555)
Disposals - - - - -
Amortization for the year
(2 574) (1 368) (4 533) - (8 475)
Impairment
- - - - -
Accumulated at 31 December 2020 (6 387) (5 648) (5 994) - (18 030)
Disposals - - -
Amortization for the year
(3 521) (4 213) (9 810) - (17 544)
Impairment
- - -
Accumulated at 31 December 2021 (9 908) (9 861) (15 804) - (35 573)
Carrying amount at 31 December 2020 29 309 26 123 23 008 170 339 248 779
Carrying amount at 31 December 2021 26 733 25 451 50 735 271 990 374 909
Page 50
Note 14 – Tangible Assets
Accounting Principles
Tangible assets are stated at historical cost, less accumulated depreciation and any impairment
charges. Depreciation is calculated on a straight-line basis over the assets’ expected useful life and
adjusted for any impairment charges. Ordinary repairs and maintenance costs are charged to the
income statement during the financial period in which they are incurred. Gains and losses on
disposals are determined by comparing the disposal proceeds with the carrying amount and are
included in operating profit. Major assets with different expected useful lives are reported as
separate components.
Tangible assets are reviewed for potential impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset exceeds its recoverable amount.
The difference between the asset’s carrying amount and its recoverable amount is recognized in the
profit or loss statement as an impairment loss.
Tangible assets that have suffered impairment are reviewed for possible reversal of the impairment
at each reporting date.
The following table summarizes the activity of the Group’s tangible assets:
(Amounts in NOK 1 000)
Tools and equipment
Cost
Cost at 31 December 2019 1 501
Additions
514
Acquisition of business
-
Exchange differences
54
Cost at 31 December 2020
2 069
Additions
802
Acquisition of business
322
Exchange differences
(95)
Cost at 31 December 2021 3 098
Amortization and impairment
Accumulated at 31 December 2019 (411)
Amortization for the year
(460)
Accumulated at 31 December 2020 (871)
Amortization for the year
(721)
Accumulated at 31 December 2021 (1 592)
Carrying amount at 31 December 2020 1 198
Carrying amount at 31 December 2021 1 507
Amortization method
Straight-line
3-5 years
Page 51
Note 15 – Customer Receivables
Accounting Principles
Customer receivables are initially measured at fair value. Customer receivables are non-interest
bearing and trading terms are up to 30 days and therefore classified as current. The receivables are
subsequently measured at amortized cost using the effective interest method, if the amortization
effect is material, less loss allowance.
Due to the short-term nature of the trade receivables, their carrying amount is considered to be the
same as the transaction price.
Loss allowance and risk exposure
The Group applies the simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all trade receivables.
The expected loss rates are based on payments profiles and customer contracts in the previous
years.
Receivables are grouped into categories and the expected loss rates reflect the Group's ability on
collecting once receivables are overdue.
The table below sets forth the Group’s customer receivables as of December 31, 2021 and 2020:
31 December 2021
(Amounts in NOK 1 000)
Current
More than
30 days past
due
More than
60 days past
due
More than
120 days
past due
Total
Expected loss rate 0.0 % 2.3 % 25.5 % 49.9 % 0.7 %
Gross carrying amount - trade receivables 19 817 88 123 197 20 224
Loss allowance - trade receivables 0 2 31 98 132
31 December 2020
(Amounts in NOK 1 000)
Current
More than
30 days past
due
More than
60 days past
due
More than
120 days
past due
Total
Expected loss rate 0.4 % 1.2 % 20.7 % (37.4)% 0.7 %
Gross carrying amount - trade receivables 10 743 399 66 (53) 11 155
Loss allowance - trade receivables 45 5 14 20 83
(Amounts in NOK 1 000)
Loss
reserves
December 31, 2019 77
Change in reserve 6
December 31, 2020 83
Change in reserve 48
December 31, 2021 132
Page 52
Note 16 – Cash and Cash equivalents
Accounting Principles
Cash and cash equivalents include bank deposits. Cash and cash equivalents in foreign currencies
are translated at closing rate.
The following table summarizes the Group’s Cash and Cash Equivalents. Cash balances held by the
Group’s bank earns interest at a floating rate based on average daily balances:
Note 17 – Leases
Accounting Principles
Contracts may contain both lease and non-lease components. The Group allocates the consideration
in the contract to the lease and non-lease components based on their relative stand-alone prices.
The lease agreements do not impose any covenants.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the fixed payments.
The lease payments are discounted using the lessee’s incremental borrowing rate, being the rate
that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of
similar value to the right-of-use asset in a similar economic environment with similar terms,
security and conditions.
To determine the incremental borrowing rate, the Group uses a build-up approach that starts with
a risk-free interest rate similar to the length of the lease adjusted for margin relevant for the
company and the assets held by the Group.
The Group is exposed to potential future increases in variable lease payments based on an index,
which are not included in the lease liability until they take effect. When adjustments to lease
payments based on an index or rate take effect, the lease liability is reassessed and adjusted against
the right-of-use asset. Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease
liability, lease payments made at or before the commencement day, less any lease incentives
received and any initial direct costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease
term on a straight-line basis. The right-of-use assets are reviewed for potential impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset
exceeds its recoverable amount.
(Amounts in NOK 1 000) 2021 2020
Cash at Bank 882 772 220 254
Restricted Cash 984 901
Total Cash and Cash Equivalents 883 756 221 155
Page 53
Payments associated with short-term leases and all leases of low-value assets are recognized on a
straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of
12 months or less. Low-value assets comprise IT equipment and small items of office furniture.
The Group has contracted office spaces through lease agreements and a lease agreement for
furniture and inventories.
Description
The Group’s lease agreements are mainly office lease for the different locations rented in Norway
and Sweden. Average incremental borrowing rate is 3,4%.
The following tables summarizes the Group’s Leases:
Right of use assets
Lease liability
(Amounts in NOK 1 000) Property Equipment Total
Balance December 31, 2019 14 813 1 748 16 561
Depreciation (3 315) (378) (3 693)
Acquired business 1 349 - 1 349
FX effects 1 521 179 1 700
Balance December 31, 2020 14 368 1 549 15 917
Depreciation (4 701) (371) (5 072)
Acquired business 4 794 - 4 794
FX effects (930) (97) (1 027)
Balance December 31, 2021 13 530 1 081 14 612
Useful life 4-5 years 5 years
Depreciation method Straight-line Straight-line
(Amounts in NOK 1 000) Property Equipment Total
Balance December 31, 2019 15 011 1 746 16 758
Payments (1 978) (366) (2 344)
Acquired business 1 349 - 1 349
FX effects 1 620 184 1 804
Balance December 31, 2020 16 003 1 564 17 566
Payments
(4 528) (359) (4 887)
Acquired business 4 794 - 4 794
FX effects (1 033) (103) (1 136)
Balance December 31, 2021 15 236 1 101 16 337
(Amounts in NOK 1 000) 2021 2020
Non-current 10 634 12 763
Current 5 703 4 803
Total lease liability 16 337 17 566
Page 54
Amounts recognized in the statement of profit or loss
Note 18 – Liabilities and Stock Option Program
Accounting Principles
Upon initial recognition, financial liabilities are measured at fair value. The transaction costs
directly attributable to the acquisition are also recognized for all financial liabilities that are not
subsequently measured at fair value through profit or loss. Trade payables and other non-
derivative financial liabilities are generally measured at amortized cost using the effective interest
method. A financial liability is derecognized when the obligation underlying the liability is
discharged, canceled or expired.
The fair value of financial instruments is based on quoted prices as at the balance sheet date in an
active market, if such markets exist. If an active market does not exist, fair value is established by
using valuation techniques that are expected to provide a reliable estimate of the fair value.
Financial instruments measured at fair value are classified according to the valuation method:
• Level 1: Valuation based on quoted prices (unadjusted) in active markets for identical assets
or liabilities.
• Level 2: Valuation based on inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices) or indirectly (that is,
derived from prices).
• Level 3: Valuation based on inputs for the asset or liability that are unobservable market
data. If one or more of the significant inputs are not based on observable market data, the
instrument is included in level 3.
Changes in fair value are presented in profit or loss in the line-item Other Financial (Income)/
Expenses.
As announced on November 15, 2019, the Board in Carasent ASA approved a stock option program
for up to 2 million shares. The options are structured as warrants based on market value, will have
a strike of price of NOK 14,47 with a 3-year term. When exercised, the Board has the right to pay
the option holder cash instead of issue shares. The initial market value of the options was calculated
to NOK 1,39 per option and have been fully distributed. All 2 million options were subscribed and
has been paid for by the option holder. A total of 1 528 562 options were subscribed for by
employees and the remaining by primary insiders.
The estimated fair value of the stock option when issued was NOK 1.39. As of 31 December 2021,
the fair value of the stock option was estimated to NOK 23.37 per warrant, resulting in a financial
liability of NOK 46.2 million for the Company which are presented as current liability since the
expiration date is within 12 months. Based on the 2 million options issued, the change in fair value
(Amounts in NOK 1 000) 2021 2020
Depreciation of right of use asset 5 072 3 693
Interest expense 630 617
Expenses relating to short-term and low value leases 1 066 369
Total expenses for lease 6 767 4 680
Page 55
resulted in NOK 5 million expense in the 12 months ending 31 December 2021 (NOK 38.4 million
expense in 12 months ending 31 December 2020).
There were no further conditions associated with the warrants.
Significant estimates
The fair value of the warrants are measured according to level 3. The basis for fair value is the
Black-Scholes option pricing model. The following parameters are used as basis for the calculation:
The fair value will increase or decrease with the fluctuation of the share price. The assumptions in
the model relates to volatility and the liquidity discount.
The tables below set forth the warrants held by the Board of Directors and management for the
year ended December 31, 2021
2021 2020
Number of instruments 2 000 000 2 000 000
Contractual life 0.9 1.9
Volatility 46.1 % 45.2 %
Dividend - -
Liquidity discount 3.7 % 8.8 %
Number of Warrants
Johan Lindqvist (Chairman) 78 573
Ebba Fahraeus (Board Member) 78 573
Dennis Höjer (CEO) 78 573
Niclas Hugosson (Founder and Business Development) 78 573
Lars Forsberg (Former CFO) 78 573
Total 392 865
Page 56
Note 19 – Equity
Accounting Principles
Direct transaction costs relating to an equity offering are recognized against equity after deducting
tax expenses. No other costs are directly recognized against equity.
As of December 31, 2021, the Company had only one class of shares with a par value of NOK 1.332.
Each share has one vote. There are no trade limitations on the Company’s shares. The shares are
registered in the Norwegian Registry of Securities.
In the private placement completed in May 2021 11,007,031 new shares were issued which was
valued at NOK 33.40 per share, amounting to NOK 368 million, which was fully paid in cash. The
share capital increased by NOK 14,662 thousand to NOK 87,968 thousand.
In conjunction with the acquisition of Metodika (May 2021), where 20% of the consideration is
agreed to be new shares, Carasent ASA registered 588,235 additional shares on June 4, 2021. The
share capital increased by NOK 784 thousand to NOK 88,752 thousand.
In the private placement completed in July 2021 11,987,332 new shares were issued which was
valued at NOK 35.05 per share, amounting to NOK 420 million, which was fully paid in cash. The
share capital increased by NOK 15,967 thousand to NOK 104,719 thousand.
Transaction costs related to the private placements in 2021 accounts for NOK 28.7 million. Fair
value adjustment of share consideration of NOK 3 million related to the acquisition of Metodika is
included as transaction costs.
Number of
shares
Share capital
(NOK 1 000)
31 December 2019
40 633 822 54 124
Share issuance
14 401 337 19 183
31 December 2020
55 035 159 73 307
Share issuance
23 582 598 31 412
31 December 2021 78 617 757 104 719
Page 57
Note 20 – Shareholders of the Group
Shareholder Holding Stake
BNP Paribas Securities Services Nominee 11 987 332 15.2%
AETERNUM CAPITAL AS Ordinary 10 450 000 13.3%
Avanza Bank AB Nominee 4 156 660 5.3%
Swedbank AB Nominee 3 831 459 4.9%
Skandinaviska Enskilda Banken AB Nominee 2 838 000 3.6%
FACTIS INVEST AB Ordinary 2 803 266 3.6%
Nordnet Bank AB Nominee 2 773 129 3.5%
The Northern Trust Comp, London Br Nominee 2 761 353 3.5%
JPMorgan Chase Bank, N.A., London Nominee 2 718 193 3.5%
Danske Bank A/S Nominee 2 516 382 3.2%
State Street Bank and Trust Comp Nominee 2 405 505 3.1%
Jannerberg Invest AB Ordinary 2 122 831 2.7%
WINDCHANGE AS Ordinary
1
2 035 572 2.6%
RBC Investor services bank S.A. Nominee 1 839 656 2.3%
Skandinaviska Enskilda Banken AB Nominee 1 500 000 1.9%
SKANDINAVISKA ENSKILDA BANKEN AB Nominee 1 492 548 1.9%
Danske Bank A/S Nominee 1 379 401 1.8%
RBC Investor services bank S.A. Nominee 1 094 777 1.4%
RIEBER & SØN AS Ordinary 1 078 187 1.4%
TIGERSTADEN AS Ordinary 975 975 1.2%
Total Largest 20 Shareholders 62 760 226 79.8%
Other Shareholders 15 857 531 20.2 %
Total Shares Outstanding 78 617 757 100.0%
1
Windchange AS is owned by Johan Lindqvist, CoB
Page 58
Note 21 – Transaction with Related Parties
Shares owned (both directly and indirectly) by the Board of Directors and key management at 31
December 2021:
The following table presents an overview of transaction with related parties.
All transactions with related parties are priced at market conditions and there are no special
conditions attached to them. Transaction with subsidiaries have been eliminated in consolidated
statements and do not represent transactions with related parties.
As of 31 December 2021, there are no related party balance items as balance items.
Name Position
Shares
Johan Lindqvist Chairman 2 044 337
Terje Rogne Board Member 500 000
Ebba Fahraeus Board Member 25 000
Anna Kinberg Batra Board Member 3 000
Dennis Höjer CEO 2 803 266
Niclas Hugosson Founder and Business Development 2 902 417
Svein Martin Björnstad CFO 125 628
Lars Forsberg Former CFO 184 121
Total
8 668 742
(Amounts in NOK 1 000)
Related party
Relationship Transaction type Currency 2021 2020
Advokat Jon Schultz MNA Shareholder Legal Services NOK 1 545 750 1 161 250
Windchange AB (Lars Forsberg, former CFO) Shareholder CFO related services NOK 1 100 950 1 213 560
Human Peak & Balance AB (Johan Lindqvist CoB) Shareholder Management services NOK 400 000 400 000
Page 59
Note 22 – Financial Risk Management
The most significant financial risks which affect the Group are credit risk, liquidity risk and market
risk related to foreign exchange rate risk, described further below. Management performs
continuous evaluations of these risks and related processes established to manage them within the
Group.
Risk
Exposure arising from
Measurement
Market risk -
foreign exchange
Future commercial transactions.
Recognized financial assets and liabilities
not denominated in the functional currency.
Cash flow forecasting.
Credit risk
Cash and cash equivalents and trade
receivables
Aging analysis. Credit
ratings.
Liquidity risk
Current liabilities
Rolling cash flow
forecasts
Financial instruments:
All financial instruments measured at fair value through profit or loss is categorized within level 3
valuation method, see note 18 for more information.
It is the Group's policy not to engage in trading of financial instruments.
(Amounts in NOK 1 000) 2021 2020
Financial instruments measured at amortized cost
Customer receivables 20 093 11 071
Other Receivables 3 455 3 517
Cash and Cash Eqiuvalents 883 756 221 155
Liabilities to Credit Institutions - (943)
Trade Accounts Payable (8 942) (4 883)
Other Current Liabilities (6 630) (8 759)
Net Financial Instruments measured at amortized cost 891 732 221 158
Financial instruments measured at fair value
Liability Stock Option Program (46 238) (41 180)
Net Financial Instruments measured at fair value (46 238) (41 180)
Totat Net Financial Instruments 845 494 179 978
Page 60
Market risk – Foreign Currency Risk
The Group presents its financial statements in NOK. The Group primarily operates in Norway and
Sweden, with a few customers in several other European countries. With different functional
currencies, the Group might be exposed to currency gains and losses on debt and receivables
between the companies, which will affect its reported profit or loss. Currently there are limited
exposure in the Group for receivables and liabilities denominated in a currency different from the
different companies own functional currency. The Group is exposed to SEK, EUR, GBP and DKK. The
currency exposure related to customers outside the Nordics is insignificant.
Credit Risk
The Group’s credit risk arises from cash and cash equivalents as well as outstanding receivables.
The Group has no material credit risk due to the nature of the business and its customers within the
health care industry. Trade receivables are paid upfront and have maximum 30 days payment term.
Liquidity Risk
The Group monitors liquidity centrally across the group. It is the Group’s strategy to have sufficient
cash and cash equivalents to at any time fund operations and investments according to the Group’s
strategic plans. The liquidity is managed through monthly cash flow forecasts based on net income,
capital expenditures and net working capital. Currently, the Group has a solid cash position to
maintain its obligations.
The following tabled discloses the maturity analysis for liabilities, showing its undiscounted
remaining contractual liabilities:
(Amounts in NOK 1 000)
Carrying
amount
less than 1
year
1-2 years 3-5 years 5 years < Total
Borrowings from financial institutions
- - - - - -
Lease liabilities
16 337 6 470 10 341 - - 16 811
Trade payable
8 942 8 942 - - - 8 942
Contract liability
17 506 17 506 - - - 17 506
Stock option liability
46 238 46 238 - - - 46 238
Other payables
30 657 30 657 - - - 30 657
Total
119 680 109 813 10 341 - - 120 154
31.12.2021
(Amounts in NOK 1 000)
Carrying
amount
less than 1
year
1-2 years 3-5 years 5 years < Total
Borrowings from financial institutions
943 943 - - - 943
Lease liabilities
17 566 6 125 13 171 5 523 - 24 819
Trade payable
4 883 4 883 - - - 4 883
Contract liability
6 930 6 930 - - - 6 930
Stock option liability
41 180 - 41 180 - - 41 180
Other payables
23 599 23 599 - - - 23 599
Total
95 101 42 479 54 351 5 523 - 102 354
31.12.2020
Page 61
Capital Management
The Group’s objectives for capital management are to ensure that it maintains sufficient free
liquidity with regards to cash and cash equivalents in order to support its business and obligations
as well as having sufficient flexibility to invest in attractive investment opportunities. The Group is
focused on growing organically and through acquisitions and has historically financed these
acquisitions through a combination of cash from the balance sheet and share issuance. The Group
manages its capital structure in light of changes in economic and actual conditions, and the
development in the Group's underlying business. The Group’s equity ratio was 90% with a cash
balance of NOK 884 million as per 31.12.2021. The Group does not have material interest-bearing
loans.
Note 23 – Events after the Balance Sheet Date
Acquisition of Medrave
After the balance sheet date, Carasent ASA completed the acquisition of Medrave Software AB
("Medrave") and increased the share capital by issuing consideration shares in relation to the
acquisition.
The acquisition was settled on January 11, 2022 for a purchase price of SEK 134 million of which
SEK 110 million was settled in cash and SEK 24 million was settled by a seller's credit to be offset
by issuance of consideration shares reinvested by key employees with subscription price of NOK
37.43 per share. The share capital will be increased by NOK 835,684.81, divided into 627,391
shares, each with a nominal value of NOK 1.332.
Significant estimates
The acquisitions required the use of critical judgements and significant estimates when identifying
and valuing intangible assets. For Medrave two intangible assets were identified: technology and
customer relationship.
The relief-from-royalty method have been applied to measure the fair value of the technology. The
relief-from-royalty method considers the discounted estimated royalty payments that are expected
to be avoided as a result of the patents being owned. The valuation is based on projected cash flows
for the next five years, which includes estimated revenue growth. These cash flows are adjusted for
assumptions about churn, attrition and multiplied by a royalty rate of 13.8% (cost saving from
owning the technology). These cost savings are discounted using a cost of capital rate of 9%. The
technology is assumed to have a useful life of ten years.
The customer relationships are valued using Multi-period Excess Earnings Method (MEEM). The
principle is that the value of the intangible asset is equal to the present value of the after-tax cash
flows attributable to the intangible assets only. The valuation is based on projected cash flows for
the next eight years. These cash flows are adjusted for contributory asset charges (CAC). Churn is
estimated to 8%. The cash flows are discounted using a 9% discount rate. The customer
relationships are assumed to have a useful life of 12.5 years.
Page 62
Preliminary purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of acquisitions in respect of identifiable assets acquired and
liabilities assumed are set out in the table below:
This purchase price allocation is still preliminary and based on local GAAP and differences to IFRS
is not taken into account.
Goodwill from the acquisition of Medrave represents expected synergies in the Group and will form
a separate cash generating unit.
Transaction costs of NOK 3.76 million related to the acquisition is recognized in 2021.
(Amounts in NOK 1 000) Medrave AB
Purchase consideration
Cash consideration 106 563
Ordinary shares issued 22 666
Total purchase consideration 129 229
Technology 18 936
Customer relationship 7 257
Deferred tax assets -
Customer receivables 1 286
Cash and cash equivalents 8 089
Deferred tax liability (5 422)
Trade payables (371)
Net other assets and liabilities (565)
Total net identifiable assets acquired at fair value 29 210
Consideration 129 229
Goodwill 100 020
Net cash outflow arising on acquisition
Cash consideration 106 563
Less:
Cash and cash equivalent balances acquired (8 089)
Net cash outflow arising on acquisition 98 475
Page 63
Other events
The BoD has resolved to implement a share purchase program ("Employee Investment Matching
Program") for employees in the Company and its subsidiaries. The application period in the
Employee Investment Matching Program started on 28 February 2022, at 09:00 hours (CET) and
expired at 16:00 hours (CET) on 14 March 2022. The shares was offered at a price based on the
volume weighted average share price during the days of the subscription period, with a discount of
20%, which is calculated to be NOK 21,64. A total of 253 005 shares were subscribed for by the
employees.
The shares are subject to a two-year lock-up. Following the expiry of the lock-up period, the
employees will have the right to receive 1 bonus (matching) share (subject to the payment of the
nominal value per share only) per 3 shares purchased under the Employee Investment Matching
Program.
The ongoing war in Ukraine currently do not directly affect operations, but we monitor the
situation closely.
There are no other events after the balance sheet date that needs to be disclosed.
Note 24 – New and Amended Standards and Interpretations
There are no new or amended standards that affect the Group as of the year 2021.
There are few standards, and interpretations which have been issued by the International
Accounting Standards Board (IASB) that are effective in future accounting periods. None of these
would be expected to have a material impact on the entity in the future reporting periods and on
foreseeable future transactions.
Page 64
Alternative Performance Measures
The Group may disclose alternative performance measures as part of its financial reporting as a
supplement to the financial statements prepared in accordance with IFRS. The Group believes that
the performance measures provide useful supplemental information to management, investors and
other stakeholders and are meant to provide an enhanced insight into the financial development of
business operations and to improve comparability between periods.
EBITDA is defined as the Net Income/(Loss) for the period before income tax expense, net financial
items, depreciation and amortization of fixed and intangible assets.
EBIT is defined as the Net Income/(Loss) for the period before net financial items
and income tax expense.
Adjusted EBITDA is defined as the Net Income/(Loss) for the period before income tax expense,
net financial items, depreciation and amortization of fixed and intangible assets adjusted for certain
special operating items affecting comparability.
Adjusted EBIT is defined as the Net Income/(Loss) for the period before net financial items and
income tax expense, adjusted for certain special operating items affecting comparability.
EBITDA Margin is defined as EBITDA as a percentage of revenues.
Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenues.
EBIT Margin is defined as EBIT as a percentage of revenues.
Adjusted EBIT Margin is defined as Adjusted EBIT as a percentage of revenues.
The tables below set out the reconciliation of the APMs described above:
December 31, 2021 December 31, 2020
(Amounts in NOK 1 000)
Net Income/(Loss) (148) (38 131)
Income Tax Expense/(Income) 3 882 2 459
Net Financial Items 5 913 39 098
Net Operating Income/(Loss) 9 646 3 427
Depreciation and Amortization 23 336 12 629
(a) EBITDA 32 982 16 056
Adjusted for:
Transaction costs 9 597 5 762
Other special operating items 2 878 1 500
(b) Adjusted EBITDA 45 457 23 318
(c) Operating revenue 137 125 70 576
EBITDA Margin (a/c) 24.05 % 22.75 %
Adjusted EBITDA Margin (b/c) 33.15 % 33.04 %
12 Months Ended
Page 65
Transaction costs comprises costs occurred in M&A activity.
Other special operating items comprises costs related to issuance of new shares and other non-
recurring items.
Amortization excess values comprises amortization on excess values related to business
combinations.
December 31, 2021 December 31, 2020
(Amounts in NOK 1 000)
Net Income/(Loss) (148) (38 131)
Income Tax Expense/(Income) 3 882 2 459
Net Financial Items 5 913 39 098
(a) EBIT 9 646 3 426
Adjusted for:
Transaction costs 9 597 5 762
Other special operating items 2 878 1 500
Amortization excess values 4 011 3 645
(b) Adjusted EBIT 26 132 14 333
(c) Operating revenue 137 125 70 576
EBIT Margin (a/c) 7.03 % 4.85 %
Adjusted EBIT Margin (b/c) 19.06 % 20.31 %
12 Months Ended
Page 66
Carasent ASA Financial Statements 2021
Carasent ASA Financial Statement consists of
Statement of Income ............................................................................................................................................................ 67
Statement of Financial Positions ..................................................................................................................................... 68
Statement of Cash Flows ..................................................................................................................................................... 70
Notes to Carasent ASA Financial Statements ............................................................................................................. 71
Overview of notes to the Carasent ASA Financial Statements
Note 1 - Corporate Information ....................................................................................................................................... 71
Note 2 – Summary of Significant Accounting Policies ............................................................................................ 71
Note 3 – Revenues ................................................................................................................................................................. 73
Note 4 - Compensation and Employee Benefits ....................................................................................................... 73
Note 5 – Other Operational and Administrative Costs ........................................................................................... 74
Note 6 - Stock Options ........................................................................................................................................................ 74
Note 7 – Shares in Subsidiaries ........................................................................................................................................ 75
Note 8 - Cash and Cash Equivalents ............................................................................................................................... 75
Note 9 - Equity ........................................................................................................................................................................ 75
Note 10 – Related Parties ................................................................................................................................................... 77
Note 11 – Income Tax .......................................................................................................................................................... 77
Note 12 – Events after the Balance Sheet Date ......................................................................................................... 79
Page 67
Statement of Income
December 31, 2021 December 31, 2020
(Amounts in NOK 1 000) Note
Revenue 3 4 500 4 500
Operating Revenues 4 500 4 500
Operating Expenses
Employee Compensation and Benefits 4 2 416 1 267
Other Operational and Administrative Expenses 5 7 887 4 740
Total Operating Expenses 10 303 6 007
Net Operating Income/(Loss) (5 803) (1 507)
Financial Items
Other Financial (Income)/Expenses 5 061 38 412
Net Financial Items 6 5 061 38 412
Net Income/(Loss) Before Income Taxes (10 864) (39 919)
Income Tax Expense/(Income) 11 - -
Net Income/(Loss) (10 864) (39 919)
12 Months Ended
Page 68
Statement of Financial Positions
December 31, December 31,
2021 2020
(Amounts in NOK 1 000) Note
ASSETS
Financial Non-Current Assets
Investments in Subsidiaries 7 337 737 219 654
Total Intangible Assets 337 737 219 654
Total Non-Current Assets 337 737 219 654
Current Assets
Other Receivables 658 719
Receivables Group Companies 10 6 141 -
Prepaid Expenses 3 912 33
Cash and Cash Equivalents 8 863 817 208 594
Total Current Assets 874 528 209 346
TOTAL ASSETS 1 212 265 429 001
Page 69
Oslo, 29 March 2022
Leif Johan Lindqvist
Chairman of the Board
Staffan Erling Hanstorp
Board member
Ebba Fåhraeus
Board member
Terje Rogne
Board member
Anna Kinberg Batra
Board member
Dennis Höjer
CEO
December 31, December 31,
2021 2020
(Amounts in NOK 1 000) Note
LIABILITIES AND SHAREHOLDERS EQUITY
Equity Attributed to Equity Holders of the Parent
Share Capital 104 719 73 307
Other Paid-in Capital 1 105 556 354 630
Retained Earnings (54 680) (43 815)
Total Shareholders Equity 9 1 155 595 384 122
Liability Stock Option Program 6 - 41 180
Total Non-Current Liabilities - 41 180
Current Liabilities
Trade Accounts Payable 2 032 685
Accrued Expenses 7 519 3 188
Liability Stock Option Program 6 46 238 -
Other Current Liabilities 880 (174)
Total Current Liabilities 56 670 3 699
TOTAL LIABILITIES AND EQUITY 1 212 265 429 001
Page 70
Statement of Cash Flows
December 31,
2021
December 31,
2020
(Amounts in NOK 1 000)
Cash Flows from Operating Activities
Profit/(Loss) Before Tax (10 864) (39 919)
Fair Value Adjustments Stock Options 5 061 38 400
Change in Accounts Payable 1 347 670
Change in Current Assets & Liabilities (4 567) 412
Net Cash Flows Provided by Operating Activities (9 023) (437)
Cash Flows from Investing Activities
Purchase of business (94 729) (67 012)
Cash Flows Used in Investing Activities (94 729) (67 012)
Cash Flows from Financing Activities
Issuance of Shares 790 758 286 468
Transaction Cost Related to Issuance of Shares (28 683) (13 927)
Capital contribution in subsidiaries (3 100) -
Cash Flows Used in Financing Activities 758 975 272 541
Effect of Exchange Rates on Cash and Cash Equivalents - -
Net Change in Cash and Cash Equivalents 655 223 205 092
Cash and Cash Equivalents at Beginning of Period 208 594 3 501
Cash and Cash Equivalents at End of Period 863 817 208 594
12 months ended
Page 71
Notes to Carasent ASA Financial Statements
Note 1 - Corporate Information
Carasent ASA is a public Company registered in Norway. The Company’s registered business
address at Øvre Slottsgate 2B, 0157 Oslo, Norway.
Note 2 – Summary of Significant Accounting Policies
Basis for Preparation
The financial statements of Carasent ASA are prepared in accordance with the Norwegian
Accounting Act of 1998 and Norwegian Generally Accepted Accounting Principles.
The figures are presented in NOK rounded to the nearest thousands. As a result of rounding
adjustments, amounts and percentages may not add up to the total.
The financial statements are prepared on a going concern basis.
Functional Currency and Presentation Currency
The Company’s functional currency and presentation currency is NOK.
Investment in Subsidiaries
Investments in Subsidiaries are valued using the cost method in the Company accounts. The
investment is valued as the cost of acquiring shares in the subsidiary, providing a write down is not
required. A write down to fair value will be made if the reduction in value is caused by
circumstances which may not be regarded as incidental and deemed necessary by generally
accepted accounting principles. Write downs are reversed when the cause for the initial write down
is no longer present.
Dividends and other distributions are recognized in the same year as appropriated in the subsidiary
accounts. If dividends exceed withheld profits after acquisition, the excess amount represents
reimbursement of invested capital, and the distribution will be subtracted from the value of the
acquisition in the balance sheet.
Receivables
Intercompany receivables are valued at the lower of cost or net realizable value. Other debtors are
stated at face value and reduced by a provision for anticipated losses. The provision is made on the
basis of individual evaluations.
Revenue Recognition
Carasent ASA is a holding company. The company is performing certain services on behalf of
subsidiaries, and management fee for these services are recognized when services have been
delivered.
General Valuation Rules for Classification of Assets and Liabilities
Current assets and liabilities include balances typically due within one year. All other balances are
classified as non-current assets and other long-term debt. Current assets are valued at the lower of
cost or net realizable value. Short-term debt is stated at the historical nominal value. Fixed assets
Page 72
are valued at cost but written down to realizable value if the decline in value is expected to be
permanent. Long-term debt is disclosed at the historical nominal value.
Measurement of stock options
The stock options are measured according to its fair value. Changes in fair value are presented in
profit or loss in the line-item Financial expenses.
Other Receivables
Other debtors are stated at face value and reduced by a provision for anticipated losses. The
provision is made on the basis of individual evaluations of each customer.
Monetary Items in Foreign Currencies
Monetary items denominated in foreign currencies are translated at the exchange rate applicable
on the balance sheet date.
Income Taxes
The tax expense in the income statement includes taxes payable on the ordinary result for the
period as well as the change in deferred tax. Deferred tax is calculated with a nominal tax rate on
the temporary differences between the recorded values and tax values, as well as on any tax loss
carry-forwards at the balance sheet date. Any temporary differences increasing or reducing taxes
that will or may reverse in the same period are netted. The net deferred tax benefit is recorded as
an asset if it is regarded as likely that the Company will be able to realize the benefit through future
earnings or realistic tax efficient planning.
Use of Estimates
The preparation of the financial statements requires management to make estimates and
assumptions that affect the reported amounts in the interim balance sheet and the disclosure on the
balance sheet date. Actual results can differ from these estimates.
The recognition of the stock options involves estimates of fair value, see note 6
Cash Flow Statement
The cash flow statement is prepared in accordance with the indirect method. Included in cash and
cash equivalents are bank deposits and cash on hand. Cash and cash equivalents are carried at the
market value on the balance sheet date.
Page 73
Note 3 – Revenues
Carasent ASA has invoiced management fee for services provided to Evimeria EMR AB.
Note 4 - Compensation and Employee Benefits
The following table summarizes the Compensation and Employee Benefits:
Wages and salaries in 2020 is only comprising of board fees. The Company has employed a new
CFO during 2021.
Remuneration for Board of Directors are specified in Note 7 in the Consolidated Financial
statements.
Carasent ASA is obliged to follow and complies with the Act on Mandatory Company Pensions. The
company has a pension scheme according to the requirements set in the Act.
For the board members living in Sweden, Carasent ASA pay Social Security Tax to Sweden. The
Company paid and expensed Swedish Social Security Tax for the years 2016-2020 in retrospective
for Swedish board members during 2021. The Social Security Tax in Sweden is 19,7% and in
Norway 14,1%
(Amounts in NOK 1 000) 2021 2020
Other revenues 4 500 4 500
Total revenues 4 500 4 500
(Amounts in NOK 1 000) 2021 2020
Wages and salaries 1 960 800
Social security tax 393 113
Pension costs 55 -
Other benefits 8 -
Total Employee Compensation and Beneftis 2 416 913
Average number of employees 1 -
Page 74
Note 5 – Other Operational and Administrative Costs
The following table summarizes the Other Operational and Administrative Costs:
Audit Fees
The table below summarizes the components of the Company’s audit related fees (the amounts are
ex VAT):
Note 6 - Stock Options
As announced on November 15, 2019, the Board in Carasent ASA approved a stock option program
for up to 2 million shares. The options are structured as warrants based on market value, will have
a strike of price of NOK 14,47 with a 3-year term. When exercised, the Board has the right to pay
the option holder cash instead of issue shares. The initial market value of the options were
calculated to NOK 1,39 per option and have been fully distributed. All 2 million options were
subscribed and has been paid for by the option holder. A total of 1 528 562 options were subscribed
for by employees and the remaining by primary insiders.
The estimated fair value of the stock option when issued was NOK 1.39. As of 31 December 2021,
the fair value of the stock option was estimated to NOK 23.37 per warrant, resulting in a financial
liability of NOK 46.2 million for the Company which are presented as current liability since the
expiration date is within 12 months. Based on the 2 million options issued, the change in fair value
resulted in NOK 5 million expense in the 12 months ending 31 December 2021 (NOK 38.4 million
expense in 12 months ending 31 December 2020).
There were no further conditions associated with the warrants.
(Amounts in NOK 1 000) 2021 2020
Marketing 800 -
Travel and entertainment 57 -
Professional services 6 483 4 646
Utilities and maintenance costs 44 -
IT services 502 -
Other operating expenses 1 94
Total Operating Expenses 7 887 4 740
(Amounts in NOK 1 000) 2021 2020
Audit 1 331 576
Other assurance services 598 75
Tax services 55 78
Other services 1 179 1 757
Total Audit Fees 3 162 2 485
Fees for other services mainly consists of due diligence services
Page 75
Significant estimates
The fair value of the warrants is measured according to level 3. The basis for fair value is the Black-
Scholes option pricing model. The following parameters are used as basis for the calculation:
The fair value will increase or decrease with the fluctuation of the share price. The assumptions in
the model relates to volatility and the liquidity discount.
Note 7 – Shares in Subsidiaries
The following table summarizes the Company’s subsidiaries.
Net income is as included in the Group figures. For companies acquired during the year, it is from
the acquisition date.
Note 8 – Cash and Cash equivalents
Cash and cash equivalents include bank deposits.
The following table summarizes the Group’s Cash and Cash Equivalents. Cash balances held by the
Group’s bank earns interest at a floating rate based on average daily balances:
2021 2020
Number of instruments 2 000 000 2 000 000
Contractual life 0.9 1.9
Volatility 46.1 % 45.2 %
Dividend - -
Liquidity discount 3.7 % 8.8 %
Company
Book value
Equity Net income
Incorporation/
Acquisition
Location
Ownership interest
& Voting Shares
Carasent AS 4 529 (334) (364) 2019 Oslo, Norway 100 %
Evimeria EMR AB 74 723 26 027 9 871 2018 Gothenburg, Sweden 100 %
Avans Soma AS 30 360 23 295 4 296 2020 Oslo, Norway 100 %
Metodika AB 16 687 3 543 2 636 2021 Stockholm, Sweden 100 %
(Amounts in NOK 1 000) 2021 2020
Cash at Bank 863 684 208 594
Restricted Cash 133 -
Total Cash and Cash Equivalents 863 817 208 594
Page 76
Note 9 - Equity
The following table summarizes the net change in the Company’s shareholder equity:
In the private placement completed in May 2021 11,007,031 new shares were issued which was
valued at NOK 33.40 per share, amounting to NOK 368 million, which was fully paid in cash. The
share capital increased by NOK 14,662 thousand to NOK 87,968 thousand.
In conjunction with the acquisition of Metodika (May 2021), where 20% of the consideration is
agreed to be new shares, Carasent ASA registered 588,235 additional shares on June 4, 2021. The
share capital increased by NOK 784 thousand to NOK 88,752 thousand.
In the private placement completed in July 2021 11,987,332 new shares were issued which was
valued at NOK 35.05 per share, amounting to NOK 420 million, which was fully paid in cash. The
share capital increased by NOK 15,967 thousand to NOK 104,719 thousand.
For more information about the shares see Note 19 in the Group Financial Statement.
(Amounts in NOK 1 000)
Share
Capital
Other Paid-in
Capital
Retained
Earnings
Total
Equity
Equity December 31, 2019 54 124 35 819 (3 896) 86 047
Net Income for the Period - - (39 919) (39 919)
Share Issuance 19 183 332 738 - 351 921
Transaction Costs - (13 927) - (13 927)
Equity December 31, 2020 73 307 354 630 (43 815) 384 121
Net Income for the Period - - (10 864) (10 864)
Share Issuance 31 412 779 609 - 811 021
Transaction Costs - (28 683) - (28 683)
Equity December 31, 2021 104 719 1 105 555 (54 679) 1 155 595
Page 77
Note 10 –Related Parties
In 2021 Carasent ASA has provided management services to Evimeria EMR AB, reference is made to
Note 3. The table below set out the intercompany balances per 31 December 2021.
See also note 21 in the Consolidated Financial Statement.
Note 11 – Income Tax
Negative and positive timing differences, which reverse or may reverse in the same period, are
offset.
Deferred tax expense represents the net change in deferred tax assets and liabilities through
changes in timing differences and loss carried forward. Deferred tax assets and liabilities are
presented net of their respective tax effect using tax rate of the applicable jurisdiction applied to
amounts representing future tax deductions or taxes payable.
Specification of Income Tax expense:
Specification of basis for Deferred Tax balances:
(Amounts in NOK 1 000)
Related party
Relationship
Classification 31.12.2021 31.12.2020
Carasent AS Subsidiary Receivable 4 141 -
Avans Soma Subsidiary Receivable 2 000 -
Total receivable from group companies 6 141 -
(Amounts in NOK 1 000) 2021 2020
Tax payable - -
Changes in deferred tax - -
Total income tax expense - -
(Amounts in NOK 1 000) 2021 2020
Non current assets (86) (123)
Gains and loss account 20 25
Other temporary differences (46 238) (41 180)
Total (46 305) (41 279)
Tax loss carried forward (265 451) (233 907)
Net temporary differences (311 756) (275 186)
Deferred tax liability (asset) (68 586) (60 541)
Of which not recognized 68 586 60 541
Carrying value deferred tax liability (assets) - -
Page 78
Carasent ASA has deferred tax assets relating to tax loss carry forward (tax value NOK 58.4 million).
The tax loss has no expiry date. Based on the current operations in Norway there is no convincing
evidence that this deferred tax asset can be utilized. Consequently, the deferred tax asset has not
been recognized.
Reconciliation of effective tax rate:
(Amounts in NOK 1 000) 2021 2020
Net Income (Loss) before tax (10 864) (39 919)
Expected income taxes at statutory tax rate (2 390) (8 782)
Permanent differences (5 655) (3 676)
Unrecognized deferred tax assets 8 045 12 458
Income tax expense 0 -
Effective tax rate in % 0 % 0 %
Page 79
Note 12 – Events after the Balance Sheet Date
After the balance sheet date, Carasent ASA completed the acquisition of Medrave and increased the
share capital by issuing consideration shares in relation to the acquisition.
The acquisition was settled on January 11, 2022 for a purchase price of SEK 134 million of which
SEK 110 million was settled in cash and SEK 24 million was settled by a seller's credit to be offset
by issuance of consideration shares reinvested by key employees with subscription price of NOK
37.43 per share. The share capital will be increased by NOK 835,684.81, divided into 627,391
shares, each with a nominal value of NOK 1.332.
The BoD has resolved to implement a share purchase program ("Employee Investment Matching
Program") for employees in the Company and its subsidiaries. The application period in the
Employee Investment Matching Program started on 28 February 2022, at 09:00 hours (CET) and
expired at 16:00 hours (CET) on 14 March 2022. The shares was offered at a price based on the
volume weighted average share price during the days of the subscription period, with a discount of
20%, which is calculated to be NOK 21,64. A total of 253 005 shares were subscribed for by the
employees.
The shares are subject to a two-year lock-up. Following the expiry of the lock-up period, the
employees will have the right to receive 1 bonus (matching) share (subject to the payment of the
nominal value per share only) per 3 shares purchased under the Employee Investment Matching
Program.
The ongoing war in Ukraine currently do not directly affect operations, but we monitor the
situation closely.
There are no other events after the balance sheet date that needs to be disclosed.
KPMG AS
Sørkedalsveien 6
Postboks 7000 Majorstuen
0306 Oslo
Telephone
+47 45 40 40 63
Fax
Internet
www.kpmg.no
Enterprise
935 174 627 MVA
To the General Meeting of Carasent ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Carasent ASA, which comprise:
• The financial statements of the parent company Carasent ASA (the Company), which
comprise the statement of financial position as at 31 December 2021, the statement of
income and statement of cash flow for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies, and
• The consolidated financial statements of Carasent ASA and its subsidiaries (the Group),
which comprise the statement of financial position as at 31 December 2021, the
statement of income, statement of comprehensive income, statement of changes in equity
and statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies.
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 2021, 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 financial statements give a true and fair view of the financial position of the Group as
at 31 December 2021, and its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting 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 laws and regulations and the International Ethics Standards Board
for Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 4 years from the election by the general meeting of
the shareholders on 24 July 2018 for the accounting year 2018.
Independent Auditor's Report - Carasent ASA
2
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.
Acquisition of Metodika AB
Refer to Note 3 Business Combinations in the Group financial statements, and the Board of
Directors report
The key audit matter
How the matter was addressed in our audit
On 25 May 2021 the Group entered into an
agreement to acquire 100% of the shares in
Metodika AB, a company based in Sweden.
The acquisition price of NOK 111 million was
settled partly with cash and partly by share
consideration.
Management identified the acquired assets and
liabilities, and estimated their fair value. As a
result of the allocation of the acquisition price,
the Group recognized goodwill of NOK 109.2
million.
Acquisition accounting is considered a key
audit matter due to the high degree of
management’s judgment involved. The key
judgments and considerations applied by
management were:
• The identification, measurement and
allocation of fair values of assets and
liabilities acquired, and
• The preparation of disclosures in the
consolidated financial statements.
Our audit procedures in this area included:
• Reading the related share purchase
agreement;
• Obtaining the transaction documents,
tracing payments to bank statements and
assessing the fair value of the share
consideration;
• Understanding and assessing
management’s process for identification of
the acquired assets and liabilities;
• With assistance from our KPMG valuation
specialists, evaluating and challenging
management’s valuation methods and
assumptions applied in determining the fair
values of the acquired assets; and
• Assessing the appropriateness of the
disclosures in the consolidated financial
statements with reference to the share
purchase agreement and the purchase
price allocation.
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 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 accompanying
information 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.
Independent Auditor's Report - Carasent ASA
3
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 legal requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on
Corporate Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements 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 and true and fair view of the consolidated
financial statements of the Group in accordance with International Financial Reporting Standards
as adopted by the EU, and 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 or the Group's internal
control.
• evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of
accounting, and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company and
the Group's ability to continue as a going concern. If we conclude that a material
Independent Auditor's Report - Carasent ASA
4
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 Regulation on European Single Electronic Format (ESEF)
Opinion
We have performed an assurance engagement to obtain reasonable assurance that the financial
statements with file name 5967007LIEEXZXI9ZS60-2021-12-31-en have been prepared in
accordance with Section 5-5 of the Norwegian Securities Trading Act (Verdipapirhandelloven)
and the accompanying Regulation on European Single Electronic Format (ESEF).
In our opinion, the financial statements have been prepared, in all material respects, in
accordance with the requirements of ESEF.
Management’s Responsibilities
Management is responsible for preparing, tagging and publishing the financial statements in the
single electronic reporting format required in ESEF. This responsibility comprises an adequate
process and the internal control procedures which management determines is necessary for the
preparation, tagging and publication of the financial statements.
Auditor’s Responsibilities
Our responsibility is to express an opinion on whether the financial statements have been
prepared in accordance with ESEF. We conducted our work in accordance 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 that the financial statements have been prepared in
accordance with the European Single Electronic Format.
Independent Auditor's Report - Carasent ASA
5
As part of our work, we performed procedures to obtain an understanding of the company’s
processes for preparing its financial statements in the European Single Electronic Format. We
evaluated the completeness and accuracy of the iXBRL tagging and assessed management’s
use of judgement. Our work comprised reconciliation of the financial statements tagged under the
European Single Electronic Format 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, 30 March 2022
KPMG AS
Øyvind Skorgevik
State Authorised Public Accountant
Page 80
Carasent ASA Corporate Information
Board of Directors
Johan Lindqvist – Chairman
Ebba Fåhraeus – Director
Terje Rogne - Director
Staffan Hanstorp - Director
Anna Kinberg Batra - Director
Operator of the Share Register Account
Nordea Bank Norge ASA
Securities Services
Verdipapirseksjonen
Postboks 1166 Sentrum
0107 Oslo
Norway
Phone: +47 22 48 50 00
Fax: +47 22 48 44 44
www.nordea.com
Corporate Officers
Dennis Höjer – CEO
Svein Martin Bjørnstad – CFO
Registred Business Address
Øvre Slottsgate 2B
0157 Oslo
Norway
Independent Auditors
KPMG AS
Sørkedalsveien 6
P.O. Box 7000
0306 OSLO
Norway
Phone: +47 04063
contact@kpmg.no
Stock Information
Stock traded on the Oslo Stock Exchange
OSE Symbol: CARA
www.euronext.com
Investor Services
To request additional inforamtion about the
Company, its finances, operations and services,
contact:
Johan Lindqvist
Chairman of the Board, Carasent
Sweden
Phone: +46 733 550 935
johan.lindqvist@windchange.se
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