CARASENT
ANNUAL
REPORT
2022
ANNUAL REPORT
CARASENT
2022
ANNUAL REPORT
CARASENT
2022
3
LETTER TO OUR SHAREHOLDERS
It has been an exciting first couple of months meeting all the extremely talented people within Carasent, discussing
opportunities with customers and deep diving into our industry leading solutions. It is clear that we have many
interesting and high potential opportunities.
What is also clear is that pursuing too many opportunities without proper preparation has resulted in growth pains
for our company. This is not strange. A rapid growth strategy through acquisitions, new hires, and expansion projects
takes its toll in an organization which isn’t used to it. The result has been an increase in costs and challenges in
operational performance, in turn influencing new sales.
In order to ensure that we have the right personnel and clear lines of responsibility, we have initiated and will continue
to undergo an organizational restructuring in Metodika, Webdoc and the organization as a whole. Furthermore, to
promote cost consciousness and control, we are among many things slowing down new hires. These measures are
aimed at improving organizational efficiency and effectiveness, and we are confident that they will have a positive
impact on our overall performance. We are optimizing our business today, to facilitate profitable growth opportunities
tomorrow.
To optimize performance, grow sustainably, and fulfill our customer obligations, we are taking a number of steps.
Firstly, we refocus on sales and strengthen our tradition of profitable growth. Secondly, we are making sure to improve
user experience and the ongoing relationship with our customers. Using our solutions, customers should expect a
seamless user experience. Thirdly, we are reviewing our strategy to make sure that we develop the solutions which
create the most value in relation to effort. Our addressable market is large, and with our agile solutions we are able to
scale our core technology while also entering new segments.
The rapid onboarding of employees, as was done in 2022, presents a significant challenge, particularly in the software
development domain where we need to pay attention to our most experienced developers to maintain the quality in
our code. By slowing down the hiring pace, we will not only exercise better control over costs, but our new hires will
also make increasingly valuable contributions.
The good news is that considerable improvements are very achievable. Although our recent performance has been
below par, we still offer our customers the best solutions and the lower levels of growth doesn’t mean that they have
chosen other suppliers, they have mostly waited with switching. It is a big undertaking to switch systems and you only
do it when you feel the provider is 100% there for you, this is what we haven’t signaled fully lately.
Having effectively addressed internal challenges, we are rigged for strong growth. In Q2 2023, following the
completion of our strategic review, we will update our financial targets to reflect our confidence in our ability to
resume growth. We are actively exploring potential acquisitions and partnerships to drive our growth further at a
reasonable pace and remain steadfast in our ambitious goals. By carefully selecting the right opportunities, we aim
to raise the bar even higher. With the new structures in place, we are confident in our ability to effectively manage
current operations while pursuing new growth opportunities.
Looking forward, Carasent is in a very strong position. We have industry-leading solutions, sound business models,
non-cyclical growing customers in need of digitalization and a strong development capacity.
DANIEL ÖHMAN
CEO
ANNUAL REPORT
CARASENT
2022
4
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 practices, and we offer
intellectual and financial capital for participants that
wishes to provide high quality services in this area of
digital transformation.
Carasent’s journey started in the spring of 2018 when
Apptix ASA, now Carasent, acquired Evimeria EMR AB
(now Carasent Sverige AB), a Swedish company that
deliver cloud based electronic health record (EHR). Since
then, five acquisitions have been completed, adding new
products to our portfolio, including the EHR solutions
Metodika EPM, Ad Curis and Ad Opus, the business
intelligence software Medrave and occupational care
platform HPI.
Our ecosystem of solutions makes Carasent unique.
Bringing together what were previously individual
products, geographic markets and people as one
Carasent, enables us to extract several synergies between
our entities. At the same time, Carasent becomes a one-
stop shop for clinics and can cover all needs through one
platform.
We believe in innovation that offers a new kind of
accessibility and availability for patients and practices.
For us this means significant cost reductions compared
to maintaining several different platforms, hence a more
scalable business model.
Carasent is on a very exciting journey within the e-health
sector, and our ambition is to continue to expand our
business both organically and through acquisitions.
Our growth strategy is built on expanding our business
through three main dimensions: new products and
services, new customer segments and new geographic
areas.
2022 has been another transformative year for Carasent. Rapid growth through acquisitions, new hires, and expansion
projects has characterized the year. In addition, Carasent has set the foundation for future scalable growth through
onboarding of several key personnel, including a new CEO and Chairman. A strategy process has also been initiated,
that will culminate in an updated strategic direction for Carasent.
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 non-cyclical trends, with a growing aging population and an increased outpatient
healthcare in a hard-pressed public sector.
DEVELOPMENT 2022
ANNUAL REPORT
CARASENT
2022
5
Carasent completed the
acquisition of Medrave
Software AB, a Scandinavian
leader in quality improvement
and business intelligence
tools for healthcare practices.
Completed acquisition of the
Confrere brand and customer
agreements from the
Norwegian company Confrere
4 AS, a market leader in
Norway within video software
for healthcare practices.
Carasent completed a share
purchase program offered to
all Carasent employees.
First revenue synergy from
the Medrave acquisition
materialized. A customer of
the Carasent Norway product
Ad Curis, Oslo Kommune,
implemented the business
intelligence system Medrave
for their social care offerings.
Camilla Skoog and Ulrika
Cederskog Sundling were
elected as Directors of the
Board of Carasent, adding
valuable competencies.
Carasent completed the
acquisition of HPI Health
Profile Institute, a leading
provider of software
solutions for the occupational
healthcare sector in Sweden.
Petri Niemi elected as new
chairman at an Extraordinary
General Meeting.
Signed first Webdoc customer
in Norway, Vertikal Helse.
The Board of Directors
announced the signing of
Daniel Öhman as new CEO.
Daniel Öhman onboarded as
new CEO.
Jan
Aug
Mar
Sep
Apr
Oct
Jun
Nov
2022
HIGHLIGHTS
ANNUAL REPORT
CARASENT
2022
6
For 2022 the revenue ended at NOK 195.3 (137.1) million representing a revenue growth of 42%. Organic growth
year-over-year (YoY) amounted to 16%
2
, while the acquisitions of Medrave, Confrere and HPI accounted for
NOK 42.9 million during 2022.
Variable add-on services, such as booking and SMS services, have during the year shown a slowdown compared to
the high activity in 2021, due to a normalization of activity post-pandemic. In addition, the organic growth has been
adversely affected by lower new sales activity in Carasent’s core markets during 2021 and 2022, particularly related to
larger clinics and customers.
Carasent’s market position remains robust with industry-leading solutions addressing non-cyclical and growing
markets.
Adjusted EBITDA amounted to NOK 46.3 (45.5) million,
corresponding to a 2% growth YoY.
Adjusted EBITDA margins ended at 23.7% (33.2%). A
significant number of employees have been onboarded
during 2022.
These investments are part of setting the structures for
long term scalable growth, but has adversely affected
operating margins and cash flow generation during the
year.
The acquisitions of HPI and Confrere has had a dilutive
impact on operating margins in the short term.
Cash flow from operating activities was NOK 33.6 (32.5)
million in 2022. Cash flow from investing activities was
NOK -209.5 (-125.1) million.
Cash flow from financing activities was NOK -10.2
(756.6) million. Net change in cash in the period was
NOK -186.5 (662.6) million, ending the year with NOK
697.3 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 2022, Carasent ASA r
million and net income of negative NOK 26 million.
PERFORMANCE AND FINANCIAL SUMMARY
NOK million
FY
2022
FY
2021
FY
2020
FY
2019
Revenue 195.3 137.1 70.6 47.9
Adjusted EBITDA
1
46.3 45.5 23.3 11.9
Adj. EBITDA margin 23.6% 33.2% 33.0% 24.8%
Adjusted EBIT
1
18.9 26.1 14.3 7.7
Adj. EBIT margin 9.7% 19.0% 20.3% 16.2%
1: See – Alternative Performance Measures
ANNUAL REPORT
CARASENT
2022
7
The investment in tangible and intangible assets,
including the asset acquisition of Confrere, increased
to NOK 91.5 million, mainly driven by international
expansion initiatives. Capitalized development totaled
NOK 79.3 (38.3) million, of which NOK 49.0 million was
related to new initiatives and the remaining NOK 30.3
million was related to expansion of our existing markets.
Capitalized development costs related to existing markets
accounted for NOK 30.3 million in 2022. This included
development of existing and upcoming products in our
existing markets. The investment into new initiatives
is related to geographical expansion of Webdoc to
the Norwegian market and our new platform for the
European market, Webdoc X. These initiatives currently
require significant additional investments in product
development and do not yet generate any revenues.
CONFRERE
On August 1, Carasent acquired the Confrere brand and
customer agreements from the Norwegian company
Confrere 4 AS (“Confrere”), a market leader in Norway
within video software for healthcare practices.
Confrere was established in Norway in 2018 and has
rapidly become the leading provider of video solutions
for physicians in Norway. Confrere has a highly attractive
customer base primarily in the Norwegian market,
focusing on primary care clinics, therapists and hospitals.
As part of the agreement, Carasent acquired the Confrere
brand and customer agreements, while Confrere continue
to maintain the technology solution. Confrere was
recently acquired by the American company Daily and
will focus on providing video API solutions for a different
end market going forward.
The purchase price was approximately NOK 10 million, of
which NOK 5 million was paid upfront and approximately
NOK 5 million paid to Confrere during the first 6 months
after the transaction date. In addition, a payment equal
to the revenues generated from the Confrere solution will
be paid as long as the customers are using the Confrere
products.
HPI HEALTH PROFILE INSTITUTE AB
On October 18th, Carasent ASA acquired the Swedish
company HPI Health Profile Institute AB (“HPI”), a
leading provider of software solutions for occupational
healthcare in Sweden.
Founded in Sweden in 1976, HPI provides software
as a service solution for digitalization of workflows
for health profile services and medical check-ups and
health assessments in working life. A vast majority of
occupational healthcare providers in the Swedish market
are on HPI’s customer list.
HPI has an attractive customer base of approximately
200 clients in Sweden and Norway with revenues of SEK
15.1 million LTM September 2022 growing from SEK
10.6 million LTM September 2021. From the beginning
of 2021, HPI strongly invested in the organisation
and competence to enable further growth. Hence,
HPI’s EBITDA has been neutral since 2021. Through
leveraging Carasent and HPI’s combined offering for the
occupational healthcare, the Company aims to accelerate
this growth going forward.
MEDRAVE AB
On December 16th 2021, Carasent ASA announced
the acquisition of Medrave, the Scandinavian leader
in quality improvement and business intelligence
tools for healthcare practices. This was the third
acquisition completed since the end of 2020. The quality
improvements tools developed by Medrave will expand
our offering with a product in high demand among our
customer base and enable us to service our clients in a
new segment, the public healthcare sector.
Medrave’s complementary products will strengthen
Carasent’s offering and provide cross sale potential
within primary and specialist care in Sweden. Medrave is
also aiming to scale up their presence in the Norwegian
market, which is well in line with our own strategy of
launching Webdoc in Norway.
In summary, this transaction provides a strong rationale
adding a new product to our portfolio in line with
communicated strategic priorities of expanding within
product, customer segment and geographical dimensions.
Medrave’s revenue and EBITDA were approximately SEK
23 million and SEK 6 million as per last twelve months
end of October 2021 (prior to the acquistition date),
with 99% recurring revenues and an annually recurring
revenue (“ARR”) of approximately SEK 22 million.
INVESTMENTS
ACQUISITIONS
ANNUAL REPORT
CARASENT
2022
8
In April, the Nomination Committee of Carasent ASA
proposed that Camilla Skoog and Ulrika Cederskog
Sundling was elected as new Board members at the
Annual General Meeting on April 28, 2022. The new
board members replaced Ebba Fåhreus and Anna
Kinberg Batra.
In June, the Board of Directors of Carasent ASA
announced that it has appointed Daniel Öhman as new
CEO. Daniel was previously CEO of GHP Speciality Care,
a role he held since 2013. During Öhman’s leadership,
GHP Specialty Care’s valuation increased from SEK
370 million to SEK 2 450 million, turnover doubled,
and EBITDA increased from SEK 50 million to SEK
200 million. Öhman was also instrumental in the
development of GHP Solutions, a business area within
which healthcare is sold as a subscription service and
continuously refined using a uniquely comprehensive
data layer.
Furthermore, the Nomination Committee of Carasent
ASA proposed that Petri Niemi was elected as new
Chairman of the Board after Johan Lindqvist decided to
step down after 16 years as Chairman of the Board. The
proposal was approved at the Extraordinary General
Meeting on October 19, 2022.
Petri Niemi brings extensive experience from the
software industry and is currently Chairman of Admicom
and LeadDesk, two fast growing and publicly listed SaaS
(Software as a Service) companies. Petri was previously
a Senior Partner and Head of Technology Investments
at CapMan, a private equity firm, and has completed
six successful IPOs. Mr. Niemi has a strong track record
of value creation in fast growing technology companies
through both organic growth and M&A. Petri holds an
MSc. in Physics from Helsinki University of Technology.
Camilla Skoog has more than 25 years of experience from
the software industry with several executive positions
NEW INCENTIVE PROGRAMS
In the first quarter of 2022, the Group decided to offer
its employees a share incentive program. All employees
including management, were offered to buy shares
in Carasent ASA. The shares were offered with a 20%
discount and are subject to a lock-up period of 24 months
following the share purchase. The participants in the
program will receive matching shares after two years
given that the participants are still employed with the
Group.
The employees were granted a discount of NOK 1.369
million on acquired shares. The discount vested
immediately and have been expensed as a share-based
payment expense.
Number of instruments granted (matching shares) were
84 324.
On 3 October 2022, the Board in Carasent ASA approved
a stock option program for the new CEO (Daniel Öhman)
and the new Chairman of the Board (Petri Niemi).
Total invested amount was NOK 2 million, where the two
acquired shares in the market for NOK 200 thousand
each and purchased an option to buy warrants from the
Company at fair market value for NOK 800 thousand
each.
Number of warrants acquired were 130 294 of Warrant
A and 130 294 of Warrant B in total. The Warrant A have
an exercise period of four years and the Warrant B have
across product development and sales. Camilla is
currently at Fortnox, a leading Nordic SaaS company,
where she is a member of the Group Management Team
and Head of business unit Byrån, Fortnox’s offering to
accounting firms and their clients. Before her current
role, Camilla was Chief Sales Officer at Fortnox with
responsibility for go-to-market initiatives across the
Group.
Ulrika Cederskog Sundling has more than 25 years of
experience from large corporations and smaller, fast-
growing businesses over the last decades. She was at
McKinsey & Co in London 1994-2002, in executive roles
at Ericsson for 11 years, and as Deputy CEO at Business
Sweden 2016-2019. Current assignment as Chief Growth
Officer at Varnish Software, and member of the boards of
Carmenta AB and Invest in Norrbotten AB.
The transaction values HPI at an enterprise value of
SEK 35 million including a contingent earn-out of up
to SEK 13 million, based on the achievement of certain
performance metrics in 2023. The initial purchase price
is based on an upfront enterprise value of SEK 22 million
less HPI’s consolidated net debt position of SEK 11
million (the “Purchase Price”).
CHANGES IN BOARD AND
MANAGEMENT
INCENTIVE PROGRAMS
ANNUAL REPORT
CARASENT
2022
9
an exercise period of five years. The fair market price of
each warrant is calculated in accordance with the Black-
Scholes option pricing formula to be NOK 32.20 and
NOK 36.82 for Warrant A and B, respectively.
SETTLED STOCK OPTION PROGRAM
As announced on November 15, 2019, the Board in
Carasent ASA approved a stock option program for up to
2 million shares. The options were structured as warrants
based on market value and had a strike of price of NOK
14.47 with a 3-year term. When exercised, the Board had
the right to pay the option holder cash instead of issue
shares. The 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
paid for by the option holder.
On 3 October 2022, The Board of Carasent decided
to use the right to settle the options in cash. The cash
amount was settled based on average volume-weighted
share quoted for the 20 trading days period in advance of
November 30, 2022. The cash amount was calculated to
NOK 7.6 million.
Mr. Niemi was appointed Chairman of the Board of
Carasent ASA in 2022. Further information detailed
above (“Changes in Board and Management”).
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.
Mr. Hanstorp was appointed Director of Carasent ASA in
2021. 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.
The Carasent Group have a stimulating and positive
work environment with a highly qualified and motivated
staff. End of 2022 the Company had 178 employees. No
accidents have occurred during 2022. There were no
significant absences due to illness in 2022.
The total absence due to sickness was 3.5% 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
Ms. Skoog was appointed Director of Carasent ASA in
2022. Further information detailed above (“Changes in
Board and Management”)
Ms. Sundling was appointed Director of Carasent ASA in
2022. Further information detailed above (“Changes in
Board and Management”)
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 public minority 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.
BOARD OF DIRECTORS
ORGANIZATION, WORKING
ENVIRONMENT, AND EQUAL
OPPORTUNITIES
ANNUAL REPORT
CARASENT
2022
10
by law. This policy applies to all decisions regarding
terms, conditions, and privileges of employment.
As of December 31, 2022, the members of the senior
management team consisted of four males and five
females while the Board of Directors consisted of three
males and two females. The Company’s operations do not
pollute the environment.
Companies, as well as the society as a whole, 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 has identified several environmental, social and
governance (ESG) risks and opportunities associated
with its business. These include cybersecurity risks, data
privacy risks, environmental risks, and supply chain
risks.
Environmental Risks:
• Energy consumption and carbon emissions
associated with data centers and cloud computing
services.
• Waste generation from electronic equipment and
software development processes.
• Risks associated with climate change, such as natural
disasters and disruptions to supply chains.
Social Risks:
• Data privacy and security risks associated with
handling sensitive healthcare information.
• Risks related to the use of artificial intelligence and
machine learning algorithms that may perpetuate
biases or discriminate against certain groups of
people.
• Ethical concerns regarding the use of patient data for
research and development purposes.
Governance Risks:
• Compliance with regulations and standards
related to data privacy, cybersecurity, and software
development.
• Risk of legal and regulatory action related to software
errors or data breaches.
• Board diversity and composition, including the
need for directors with relevant healthcare industry
expertise.
Carasent’s ESG approach is guided by its commitment
to creating long-term value for its stakeholders while
operating in an ethical and sustainable manner. Carasent
is committed to protect the environment and is focused
on ensuring that the business operation has limited
negative impact on the environment.
The Company has taken various steps to ensure that
it operates in compliance with all applicable laws and
regulations, protects patient data privacy, promotes
diversity and inclusion, and minimizes its environmental
impact.
All employees are encouraged to act and live in an
environmentally friendly way. The Company 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.
The Company’s business model is to develop, market
and rent out information technology-based solutions and
related services to businesses in the healthcare sector.
The Group has a total of 178 employees as per December,
2022. Further details about the business are provided
above.
CORPORATE SOCIAL
RESPONSIBILITY
ANNUAL REPORT
CARASENT
2022
11
The Company is committed to creating value for its
stakeholders while operating in an environmentally
sustainable and socially responsible manner.
Being a software company, the overall impact on the
environment is considered low. Computers and servers
are vital working tool, which requires electric power.
The Company has limited use and production of paper
as the vast majority of our work is performed and stored
electronically. To reduce travel, the employees are
encouraged to arrange meetings via Teams, Zoom or
similar platforms. Air travels are restricted as much as
possible.
The Company is operating in rented, modern and
safe office environments with limited exposure to
environmental hazards. The biggest threat is considered
to be lack of electricity and clean water. The Company
has not considered it required to take our own specific
actions to mitigate this risk.
The Company´s internal guidelines and policies
concerning environmental issues are covered by various
internal documents. Based on the nature of our services
and operations, we have not seen a need to develop more
detailed internal documents. However, this issue is under
constant review and we are prepared to take further
actions if deemed required.
Based on the same rational as detailed in the paragraph
above, we have, up until now, not seen a need to develop
specific indicators for reducing our impact on the
environment. While we have not set specific goals for
reducing our footprint, both management and the Board
are watching all aspects of environmental exposure and
impact closely, and will assess the need for this going
forward.
Corporate Social Responsibility is covered in various
company internal documents. The company has so far
not seen the need to develop a separate policy document
to this effect.
The Norwegian Transparency Act (“Åpenhetsloven”)
requires companies to conduct due diligence assessments
and prepare a report documenting the assessments
annually. The due diligence assessments will analyze
the risk of adverse impacts on human rights or decent
working conditions in own operations, the supply chain
and other business relationships. The assessments must
be carried out in accordance with the OECD Guidelines
for Multinational Enterprises.
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.
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.
FINANCIAL RISKS
GOING CONCERN
A report documenting the Company’s due diligence
assessments in connection with the Transparency Act will
be made available on the Company’s webpage within 30
June 2023. This report can be found on our «Investor
relations» page under «Reports and presentations».
ANNUAL REPORT
CARASENT
2022
12
The Board recommends the following allocation of the net result of Carasent ASA.
ALLOCATION OF THE RESULT
OSLO, NORWAY
31 MARCH 2023
PETRI NIEMI
CHAIRMAN OF THE BOARD
STAFFAN ERLING HANSTORP
BOARD MEMBER
ULRIKA CEDERSKOG SUNDLIG
BOARD MEMBER
CAMILLA SKOOG
BOARD MEMBER
DANIEL ÖHMAN
CEO
TERJE ROGNE
BOARD MEMBER
(Amounts in NOK 1 000) 2022
Transferred to retained earnings 26498
Allocated 26498
ANNUAL REPORT
CARASENT
2022
13
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 2022 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
31 MARCH 2023
PETRI NIEMI
CHAIRMAN OF THE BOARD
STAFFAN ERLING HANSTORP
BOARD MEMBER
ULRIKA CEDERSKOG SUNDLIG
BOARD MEMBER
CAMILLA SKOOG
BOARD MEMBER
DANIEL ÖHMAN
CEO
TERJE ROGNE
BOARD MEMBER
ANNUAL REPORT
CARASENT
2022
14
REPORT ON CORPORATE GOVERNANCE
2022
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 14, 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.
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. While creating shareholder value is a vital objective, the Company is fully committed
to ensure that the business operations in all aspects are performed in a sustainable manner. This also means that
we in our daily life as well in all our dealings, will strive to reduce our footprint and limit the negative impact on the
environment. The focus on sustainability is an integrated part of our business strategy and serves as guideline when
developing the business. Many aspects of our core service offering reduces negative impact on the environment, like
less need for travel and paper documentation, and increases the quality of healthcare to the patients.
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.
The Company has per December 31, 2022 a registered share capital of NOK 106.054.543,29 and 79 620 528 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.
IMPLEMENTATION AND REPORTING ON CORPORATE GOVERNANCE
BUSINESS
EQUITY AND DIVIDENDS
1.
2.
3.
ANNUAL REPORT
CARASENT
2022
15
At the Annual Shareholder Meeting on April 28, 2022 the Board was granted the authority to increase the Company’s
share capital by issuance of new shares with a total amount of NOK 10,598,153 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.
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.
During 2022 the Company has made one new acquisition, HPI Health Profile Institute AB (“HPI”). Part of the
consideration was paid in new shares in Carasent ASA. The total number of shares is based on HPI’s financial
performance until the financial year 2023.
The Share Purchase Agreements between Carasent ASA and the Sellers of HPI includes a lock-up for all the Sellers and
the consideration shares totaling 122,375 shares will not be tradeable until June 30, 2024.
The acquisition of Medrave Software AB was signed in December, 2021 and closed in January, 2022.
The Share Purchase Agreement between Carasent ASA and the Sellers of Medrave Software AB included a lock-up
for all the Sellers and the consideration shares totaling 627,391 will not be tradeable for a period of 15 months from
closing which was January 11, 2022.
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.
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 in advance as well as 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.
EQUAL TREATMENT OF SHAREHOLDERS
SHARES AND NEGOTIABILITY
SHAREHOLDERS’ MEETINGS
4.
5.
6.
ANNUAL REPORT
CARASENT
2022
16
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
April 28, 2022. The members of the Nomination Committee are independent of the Board and endeavor to represent
the shareholder’s joint interests.
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 has approved guidelines for the duties of the Nomination Committee, last revised in
the Annual Shareholder Meeting on April 28. 2022.
Contact information related to the Company’s Nomination Committee is provided on the Company’s Investor
Relations web page.
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.
The Nomination Committee has during 2022 performed a detailed assessment of the Board, including interviews with
current Board members.
In June, 2022 Ulrika Cederskog Sundling and Camilla Skoog were elected as new Board members, replacing Ebba
Fåhreaus and Anna Kinberg Batra.
In October, 2022, Johan Lindqvist stepped down after more than 16 years as Chairman. Petri Nemi was elected as new
Chairman.
The Board member Staffan Hanstorp is related to the Aeternum Capital AS who controls directly and indirectly
10 450 000 shares representing 13.14% of total number of shares.
The alternate Board Member Tomas Meerits is related to Vitruvian Partners who controls directly and indirectly
11 987 332 shares representing 15.08% of total number of shares.
None of the Board members are related to or dependent upon 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.
Members of the Board are encouraged to hold shares in the Company.
NOMINATION COMMITTEE
BOARD OF DIRECTORS; COMPOSITION AND INDEPENDENCE
7.
8.
The shareholder meeting will either will arranged as a physical or electronic meeting. All shareholders has the right to
participate 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.
Election of nominated candidates for the Board will be made separately for each candidate.
ANNUAL REPORT
CARASENT
2022
17
The Board has 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. It is further stated that if found relevant to secure a fair valuation , 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. There are currently no such
agreements with close associates in place.
The Board meets regularly both in closed sessions and in face to face meetings with the CEO and CFO as the Board
deems fit. The Company’s auditor will also participate in all relevant Board meetings. The Secretary to the Board
is qualified attorney-at-law. All Board members have participated in all Board meeting, with a few exceptions due
to unforeseen and valid reasons for absence. The Board members have broad and relevant, diversified competence
which include both financial, operational and healthcare business knowledge. For Board member’s independence, see
Chapter 8 for further details.
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 annual during Q2. The Board is considering to establish a
Remuneration Committee, but has so far not seen the need as the entire Board has discussed compensation issues
related to executive management. 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.
The Board is responsible for ensuring that management establishes and maintains adequate internal control
over financial reporting. The Group has grown substantially in 2022 which has increased both the awareness and
competence related to risk management and internal control. 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:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect Carasent’s
transactions and dispositions of assets;
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
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.
THE WORK OF THE BOARD OF DIRECTORS
RISK MANAGEMENT AND INTERNAL CONTROL
9.
10.
(i)
(ii)
(iii)
ANNUAL REPORT
CARASENT
2022
18
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.
The Group has clear guidelines for reporting, routines related to financial reporting, implementation of new
companies, accounting principles, roles and responsibilities which help to ensure reliable financial reporting. This is
available to employees in the Group at all times.
The Group has a defined M&A strategy which together with the daily business include focus and monitoring of
various business and operational opportunities. The Group strive to secure that all business dealings are performed in
compliance with applicable laws and internal guidelines. Further, that our operations are safe, cost-effective and goal-
oriented based on reliable financial handling and reporting.
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.
Compensation for Board members is resolved by the shareholders in the General Meeting based on a written proposal
from the Nomination Committee 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.
It is an overall objective that the total compensation to the executive management is structured in a way that aligns
there interest with the interest of the shareholders. Performance-related compensation is limited.
The compensation structure promotes the Company’s strategy, long-term interest as well the Company’s financial
sustainability.
The shareholders have in a General Meeting on October 27, 2021 approved a policy for salary and other remuneration
to senior management. The policy is developed in accordance with the Norwegian Public Limited Liability Companies
Act § 6-16a
The Board will to this effect annual issue a report to the General Meeting in accordance with the Norwegian Public
Limited Liability Companies Act §6-16b
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
REMUNERATION OF THE BOARD OF DIRECTORS
REMUNERATION OF EXECUTIVE PERSONNEL
INFORMATION AND COMMUNICATIONS
11.
12.
13.
ANNUAL REPORT
CARASENT
2022
19
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.
TAKE-OVERS
14.
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. The Company’s Audit Committee (see Chapter 9 for further details) has established a policy for
approval of non-audit work from the auditor.
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. Solution at the Annual meeting.
AUDITOR
15.
ANNUAL REPORT
CARASENT
2022
20
CONSOLIDATED FINANCIAL STATEMENTS
2022
CONSOLIDATED FINANCIAL STATEMENTS CONSISTS OF
OVERVIEW OF NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Statement of Income
Statement of Comprehensive Income
Statement of Financial Positions
Statement of Cash Flows
Statement of Change in Equity
Notes to Consolidated Financial Statement
21
22
23
25
26
27
Note 1 – General information
Note 2 – General Accounting Principles
Note 3 – Business Combination
Note 4 – Revenue
Note 5 – Cost of Sales
Note 6 – Employee Compensation and Benefits
Note 7 – Other Operational and Administrative Costs
Note 8 – Financial Income and Expenses
Note 9 – Income Tax
Note 10 – Earnings per Share
Note 11 – Goodwill and impairment testing
Note 12 – Intangible Assets
Note 13 – Tangible Assets
Note 14 – Customer Receivables
Note 15 – Cash and Cash equivalents
Note 16 – Leases
Note 17 – Fair Value Measurement
Note 18 – Share Based Payments
Note 19 – Stock Option Program – Equity Financial Instrument
Note 20 – Equity
Note 21 – Shareholders of the Group
Note 22 – Transaction with Related Parties
Note 23 – Financial Risk Management
Note 24 – Climate Related Matters
Note 25 – Events after the Balance Sheet Date
Note 26 – New and Amended Standards and Interpretations
27
27
29
36
38
39
40
40
41
43
44
46
48
49
50
50
52
53
55
56
57
58
59
62
62
63
ANNUAL REPORT
CARASENT
2022
21
CONSOLIDATED STATEMENT OF INCOME
12 Months Ended
December 31, 2022 December 31, 2021
(Amounts in NOK 1 000) Note
Revenue 195 260 137 125
Operating Revenues 4 195 260 137 125
Cost of Sales 5 33 840 24 226
Gross Profit 161 420 112 899
Operating Expenses
Employee Compensation and Benefits 6 82 739 47 274
Other Operational and Administrative Expenses 7 45 961 32 643
Depreciation and Amortization 12, 13, 16 34 081 23 336
Total Operating Expenses 162 782 103 253
Net Operating Income/(Loss) (1 361 ) 9 646
Financial Items
Interest Expenses 1 274 646
Other Financial (Income)/Expenses 8 (36 509 ) 5 267
Net Financial Items 8 (35 235 ) 5 913
Net Income/(Loss) Before Income Taxes 33 874 3 734
Income Tax Expense/(Income) 9 2 704 3 882
Net Income/(Loss) 31 170 (148 )
Attributable to Equity Holders of the Parent 31 170 (148 )
Earnings Per Share:
Basic earnings per share 10 0,39 (0,00 )
Diluted earnings per share 10 0,39 (0,00 )
ANNUAL REPORT
CARASENT
2022
22
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
12 Months Ended
December 31, 2022 December 31, 2021
(Amounts in NOK 1 000)
Net Income/ (Loss) 31 170 (148 )
Changes in Translation Differences (10 402 ) (11 889 )
Items that may be Reclassified Subsequently to
the Income Statement (10 402 ) (11 889 )
Total Other Comprehensive Income/(Loss) for the Period (10 402 ) (11 889 )
Total Comprehensive Income/(Loss) for the Period 20 768 (12 037 )
Attributable to Equity Holders of the Parent 20 768 (12 037 )
ANNUAL REPORT
CARASENT
2022
23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
December 31, December 31,
2022 2021
(Amounts in NOK 1 000) Note
ASSETS
Non-Current Assets
Goodwill 11, 12 385 181 271 990
Customer Relationships 12 45 240 26 733
Technology 12 164 806 76 186
Other Intangible Assets 1 437 -
Total Intangible Assets 596 664 374 909
Tools and Equipment 13 3 030 1 507
Right of Use Asset 16 36 993 14 612
Deferred Tax Assets 9 - 327
Total Non-Current Assets 636 688 391 354
Current Assets
Customer Receivables 14 27 575 20 093
Other Receivables 2 667 3 455
Prepaid Expenses 6 692 2 161
Cash and Cash Equivalents 15 697 276 883 756
Total Current Assets 734 210 909 465
TOTAL ASSETS 1 370 898 1 300 818
ANNUAL REPORT
CARASENT
2022
24
December 31, December 31,
2022 2021
(Amounts in NOK 1 000) Note
LIABILITIES AND SHAREHOLDERS EQUITY
Equity Attributed to Equity Holders of the Parent
Share Capital 20 106 055 104 719
Other Paid-in Capital 1 136 377 1 105 556
Translation Difference Reserves (12 161 ) (2 560 )
Retained Earnings (5 269 ) (36 440 )
Warrants Outstanding 19 1 600 -
Total Shareholders Equity 20 1 226 601 1 171 274
Liabilities to Credit Institutions 23 625 -
Lease Liability 16 28 225 10 634
Deferred Tax Liability 9 12 945 9 864
Other Non-Current Liabilities 17 8 517 -
Total Non-Current Liabilities 50 311 20 497
Current Liabilities
Trade Accounts Payable 23 20 245 8 942
Accrued Expenses 23 26 393 24 027
Contract Liability 4 25 029 17 506
Liability Stock Option Program 20 - 46 238
Current Liabilities to Credit Institutions 23 968 -
Current Lease Liability 16 9 065 5 703
Other Current Liabilities 23 12 285 6 630
Total Current Liabilities 93 985 109 047
TOTAL LIABILITIES AND EQUITY 1 370 898 1 300 818
OSLO, NORWAY
31 MARCH 2023
PETRI NIEMI
CHAIRMAN OF THE BOARD
STAFFAN ERLING HANSTORP
BOARD MEMBER
ULRIKA CEDERSKOG SUNDLIG
BOARD MEMBER
CAMILLA SKOOG
BOARD MEMBER
DANIEL ÖHMAN
CEO
TERJE ROGNE
BOARD MEMBER
ANNUAL REPORT
CARASENT
2022
25
CONSOLIDATED STATEMENT OF CASH FLOWS
12 months ended
December 31,
2022
December 31,
2021
(Amounts in NOK 1 000) Note
Cash Flows from Operating Activities
Profit/(Loss) Before Tax 33 874 3 734
Depreciation and Amortization 12, 13, 16 34 081 23 336
Interest Expense 8 1 279 646
Fair Value Adjustments 17 (39 334 ) 5 061
Derecognition net of RoU-assets and lease liability 16 (1 614 ) -
Share based payment 18 2 169 -
Change in Accounts Receivable 14 (3 385 ) (3 816 )
Change in Accounts Payable 10 079 2 558
Change in Current Assets & Liabilities (243 ) 3 631
Income Tax Paid (3 295 ) (2 669 )
Net Cash Flows Provided by Operating Activities 33 612 32 480
Cash Flows from Investing Activities
Investments in Intangible and Tangible Assets 12,13 (91 562 ) (38 227 )
Acquisition of Company, Net of Cash Paid 3 (104 885 ) (86 897 )
Settlement of purchased debt 3 (13 053 ) -
Cash Flows Used in Investing Activities (209 500 ) (125 124 )
Cash Flows from Financing Activities
Issuance of Shares 20 5 475 790 758
Transaction Cost Related to Issuance of Shares 20 (273 ) (28 683 )
Cash Settlement Stock Options 17 (7 569 ) -
Issuance of Warrants 20 800 -
Payment Lease Liability 16 (7 191 ) (4 867 )
Repayment of Debt to Credit Institutions (158 ) -
Paid Interest 8 (1 279 ) (646 )
Cash Flows Used in Financing Activities (10 195 ) 756 562
Effect of Exchange Rates on Cash and Cash Equivalents (398 ) (1 317 )
Net Change in Cash and Cash Equivalents (186 481 ) 662 601
Cash and Cash Equivalents at Beginning of Period 883 756 221 155
Cash and Cash Equivalents at End of Period 15 697 276 883 756
ANNUAL REPORT
CARASENT
2022
26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amounts in NOK 1 000)
Share
Capital
Other Paid-in
Capital
Warrants Out-
standing
Share
Based
Payment
Reserve
Translation
Difference
Reserves
Retained
Earnings
Total
Equity
Equity December 31, 2021 104 719 1 105 556 - - (2 560 ) (36 439 ) 1 171 274
Net Income for the Period - - - - - 31 170 31 170
Other Comprehensive Income/(Loss) - - - - (10 402 ) - (10 402 )
Total Comprehensive Income/
(Loss) - - - - (10 402 ) 31 170 20 768
Share Issuance 1 336 29 726 - - - - 31 061
Transaction Costs - (273 ) - - - - (273 )
Share Based Payments - 1 369 - 801 - - 2 169
Warrants Issuance - - 1 600 - - - 1 600
Equity December 31, 2022 106 055 1 136 377 1 600 801 (12 962 ) (5 269 ) 1 226 601
(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
ANNUAL REPORT
CARASENT
2022
27
NOTES TO THE CONSOLIDATED STATEMENT
ANNUAL REPORT
CARASENT
2022
28
ANNUAL REPORT
CARASENT
2022
29
ANNUAL REPORT
CARASENT
2022
30
ANNUAL REPORT
CARASENT
2022
31
ANNUAL REPORT
CARASENT
2022
32
ANNUAL REPORT
CARASENT
2022
33
ANNUAL REPORT
CARASENT
2022
34
ANNUAL REPORT
CARASENT
2022
35
ANNUAL REPORT
CARASENT
2022
36
ANNUAL REPORT
CARASENT
2022
37
ANNUAL REPORT
CARASENT
2022
38
ANNUAL REPORT
CARASENT
2022
39
ANNUAL REPORT
CARASENT
2022
40
ANNUAL REPORT
CARASENT
2022
41
ANNUAL REPORT
CARASENT
2022
42
ANNUAL REPORT
CARASENT
2022
43
ANNUAL REPORT
CARASENT
2022
44
ANNUAL REPORT
CARASENT
2022
45
ANNUAL REPORT
CARASENT
2022
46
ANNUAL REPORT
CARASENT
2022
47
ANNUAL REPORT
CARASENT
2022
48
ANNUAL REPORT
CARASENT
2022
49
ANNUAL REPORT
CARASENT
2022
50
ANNUAL REPORT
CARASENT
2022
51
ANNUAL REPORT
CARASENT
2022
52
ANNUAL REPORT
CARASENT
2022
53
ANNUAL REPORT
CARASENT
2022
54
ANNUAL REPORT
CARASENT
2022
55
ANNUAL REPORT
CARASENT
2022
56
ANNUAL REPORT
CARASENT
2022
57
ANNUAL REPORT
CARASENT
2022
58
ANNUAL REPORT
CARASENT
2022
59
ANNUAL REPORT
CARASENT
2022
60
ANNUAL REPORT
CARASENT
2022
61
ANNUAL REPORT
CARASENT
2022
62
ANNUAL REPORT
CARASENT
2022
63
ANNUAL REPORT
CARASENT
2022
64
ANNUAL REPORT
CARASENT
2022
65
ANNUAL REPORT
CARASENT
2022
66
CARASENT ASA FINANCIAL STATEMENTS
2022
CARASENT ASA FINANCIAL STATEMENTS CONSISTS OF
Statement of Income
Statement of Financial Positions
Statement of Cash Flows
Notes to Carasent ASA Financial Statements
OVERVIEW OF NOTES TO THE CARASENT ASA FINANCIAL STATEMENTS
Note 1 – General information
Note 2 – Summary of Significant Accounting Policies
Note 3 – Revenues
Note 4 - Compensation and Employee Benefits
Note 5 – Other Operational and Administrative Costs
Note 6 – Financial Income and Expenses
Note 7 - Income Tax
Note 8 – Shares in Subsidiaries
Note 9 – Transactions with related parties
Note 10 – Cash and Cash Equivalents
Note 11 - Share Based Payments
Note 12 –Stock Options
Note 13 – Equity
Note 14 – Events After the Balance Sheet Date
66
67
69
70
70
70
72
72
73
73
75
76
76
77
77
77
77
78
ANNUAL REPORT
CARASENT
2022
67
STATEMENT OF INCOME
12 Months Ended
December 31, 2022 December 31, 2021
(Amounts in NOK 1 000) Note
Revenue 3 22 044 4 500
Operating Revenues 22 044 4 500
Operating Expenses
Employee Compensation and Benefits 4 5 616 2 416
Other Operational and Administrative Expenses 5 27 515 7 887
Total Operating Expenses 33 131 10 303
Net Operating Income/(Loss) (11 086) (5 803)
Financial Items
Interest (Income)/Expenses (1 276) -
Other Financial (Income)/Expenses (36 309) 5 061
Net Financial Items 6 (37 585) 5 061
Net Income/(Loss) Before Income Taxes 26 498 (10 864)
Income Tax Expense/(Income) 7 - -
Net Income/(Loss) 26 498 (10 864)
ANNUAL REPORT
CARASENT
2022
68
STATEMENT OF FINANCIAL POSITION
December 31, December 31,
2022 2021
(Amounts in NOK 1 000) Note
ASSETS
Financial Non-Current Assets
Investments in Subsidiaries 8 474 649 337 737
Total Intangible Assets 474 649 337 737
Loans to Group Companies 9 89 223 -
Total Non-Current Assets 563 872 337 737
Current Assets
Other Receivables - 658
Receivables Group Companies 9 23 498 6 141
Prepaid Expenses 2 057 3 912
Cash and Cash Equivalents 10 644 363 863 817
Total Current Assets 669 919 874 528
TOTAL ASSETS 1 233 791 1 212 265
ANNUAL REPORT
CARASENT
2022
69
December 31, December 31,
2022 2021
(Amounts in NOK 1 000) Note
LIABILITIES AND SHAREHOLDERS EQUITY
Equity Attributed to Equity Holders of the Parent
Share Capital 106 055 104 719
Other Paid-in Capital 1 136 377 1 105 556
Retained Earnings (28 181) (54 680)
Share Based Payment Reserve 11 801 -
Outstanding Warrants 12 1 600 -
Total Shareholders Equity 13 1 216 651 1 155 595
Current Liabilities
Trade Accounts Payable 10 592 2 032
Accrued Expenses 4 723 7 519
Liability Stock Option Program 12 - 46 238
Other Current Liabilities 1 825 880
Total Current Liabilities 17 140 56 670
TOTAL LIABILITIES AND EQUITY 1 233 791 1 212 265
OSLO, NORWAY
31 MARCH 2023
PETRI NIEMI
CHAIRMAN OF THE BOARD
STAFFAN ERLING HANSTORP
BOARD MEMBER
ULRIKA CEDERSKOG SUNDLIG
BOARD MEMBER
CAMILLA SKOOG
BOARD MEMBER
DANIEL ÖHMAN
CEO
TERJE ROGNE
BOARD MEMBER
ANNUAL REPORT
CARASENT
2022
70
STATEMENT OF CASH FLOWS
12 months ended
December 31, 2022 December 31, 2021
(Amounts in NOK 1 000) Note
Cash Flows from Operating Activities
Profit/(Loss) Before Tax 26 498 (10 864)
Fair Value Adjustments Stock Options 12 (38 669) 5 061
Share Based Payments 11 86 -
Change in Accounts Payable 8 560 1 347
Change in Current Assets & Liabilities (17 108) (4 567)
Net Cash Flows Provided by Operating Activities (20 632) (9 023)
Cash Flows from Investing Activities
Cash payments acquisition subsidiaries (108 032) (94 729)
Change in intercompany loan financing 9 (89 223) -
Cash Flows Used in Investing Activities (197 255) (94 729)
Cash Flows from Financing Activities
Issuance of Shares 5 475 790 758
Transaction Cost Related to Issuance of Shares (273) (28 683)
Cash Settlement Stock Options 12 (7 569) -
Issuance of Warrants 12 800 -
Capital contribution in subsidiaries - (3 100)
Cash Flows Used in Financing Activities (1 567) 758 975
Effect of Exchange Rates on Cash and Cash Equivalents - -
Net Change in Cash and Cash Equivalents (219 454) 655 223
Cash and Cash Equivalents at Beginning of Period 863 817 208 594
Cash and Cash Equivalents at End of Period 644 363 863 817
ANNUAL REPORT
CARASENT
2022
71
Carasent ASA is a public Company registered in Norway. The Company’s registered business address at Øvre
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-
NOTES TO CARASENT ASA FINACIAL STATEMENTS
NOTE 1 - CORPORATE INFORMATION
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ANNUAL REPORT
CARASENT
2022
72
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 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 2019 stock options are measured according to its fair value. Changes in fair value are presented in profit or loss in
the line-item Financial (Income)/expenses.
STOCK OPTION PROGRAM – EQUITY FINANCIAL INSTRUMENT
Warrants from the 2022 program are recognized in the financial statements as an equity financial instrument, as
the warrant exercise terms are fixed-for-fixed. The warrants are classified as equity at initial recognition and initially
measured at the fair value of the cash received for the warrants. The subscription price of the warrants was determined
by management using a Black-Scholes option pricing model.
SHARE BASED PAYMENTS
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting
conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments
is expensed over the vesting period, based on the Group’s estimate of the shares that will eventually vest.
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 7
ANNUAL REPORT
CARASENT
2022
73
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.
Carasent ASA has invoiced management fee for services provided to subsidiaries.
The following table summarizes the Compensation and Employee Benefits:
Remuneration for Board of Directors are specified in Note 6 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.
NOTE 3 – REVENUES
NOTE 4 - COMPENSATION AND EMPLOYEE BENEFITS
(Amounts in NOK 1 000) 2022 2021
Other revenues 22 044 4 500
Total revenues 22 044 4 500
(Amounts in NOK 1 000) 2022 2021
Wages and salaries 4 643 1 960
Social security tax 704 393
Pension costs 159 55
Other benefits 110 8
Total Employee Compensation and Beneftis 5 616 2 416
Average number of employees 2 1
ANNUAL REPORT
CARASENT
2022
74
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 5 – OTHER OPERATIONAL AND ADMINISTRATIVE COSTS
NOTE 6 – FINANCIAL INCOME AND EXPENSES
(Amounts in NOK 1 000) 2022 2021
Audit 1 481 1 331
Other assurance services 110 598
Tax services - 55
Other services 3 745 1 179
Total Audit Fees 5 336 3 162
Fees for other services mainly consists of due diligence services
(Amounts in NOK 1 000) 2022 2021
Interest Expense (1 276) -
Change in fair value of stock option liability, see note 7 (38 669) 5 061
Foreign currency effects 2 360 -
Financial (Income) and Expense (37 585) 5 061
(Amounts in NOK 1 000) 2022 2021
Marketing 295 800
Travel and entertainment 140 57
Rent and office expenses 1300 -
Professional services 24296 6483
Utilities and maintenance costs 15 44
IT services 841 502
Other operating expenses 628 1
Total Operating Expenses 27515 7887
ANNUAL REPORT
CARASENT
2022
75
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:
NOTE 7 – INCOME TAX
(Amounts in NOK 1 000) 2022 2021
Tax payable - -
Changes in deferred tax - -
Total income tax expense - -
SPECIFICATION OF BASIS FOR DEFERRED TAX BALANCES:
(Amounts in NOK 1 000) 2022 2021
Non current assets (60) (86)
Gains and loss account - 20
Other temporary differences - (46 238)
Total (60) (46 305)
Tax loss carried forward (279 528) (265 451)
Net temporary differences (279 588) (311 756)
Deferred tax liability (asset) (61 509) (68 586)
Of which not recognized 61 509 68 586
Carrying value deferred tax liability (assets) - -
whereof deferred tax assets - -
whereof deferred tax liabilities - -
Carasent ASA has deferred tax assets relating to tax loss carry forward (NOK 279.5 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) 2022 2021
Net Income (Loss) before tax 26 498 (10 864)
Expected income taxes at statutory tax rate 5 830 (2 390)
Permanent differences 1 247 (5 655)
Unrecognized deferred tax assets (7 077) 8 045
Income tax expense 0 0
Effective tax rate in % 0% 0%
ANNUAL REPORT
CARASENT
2022
76
The following table summarizes the Company’s subsidiaries:
The following table summarizes the Company’s subsidiaries owned through subsidiaries:
For companies acquired during the year, net income is from the acquisition date.
NOTE 8 – SHARES IN SUBSIDIARIES
(Amounts in NOK 1 000)
Company Book value Equity
Net
income
Incorporation/
Acquisition Location
Ownership interest
& Voting Shares
Carasent Sweden AB (Evimeria EMR AB) 88 210 39 216 13 021 2018 Gothenburg, Sweden 100%
Carasent AS 30 (24) (43) 2019 Oslo, Norway 100%
Carasent Norge AS (Avans Soma AS) 132 944 17 578 (5 917) 2020 Oslo, Norway 100%
Metodika AB 121 153 3 979 1 967 2021 Stockholm, Sweden 100%
Medrave Software AB 135 265 9 341 4 224 2022 Stockholm, Sweden 100%
Carasent Holding AB 24 19 383 664 2022 Stockholm, Sweden 100%
(Amounts in NOK 1 000)
Company Equity Net income
Incorporation/
Acquisition Location
Ownership interest
& Voting Shares
HPI Health Profile Institute AB 377 (631) 2022 Stockholm, Sweden 100%
Medrave Software AS 1 306 126 2022 Oslo, Norway 100%
In 2022 Carasent ASA has provided management services to subsidiaries, reference is made to Note 3. The table below
set out the intercompany balances per 31 December 2022:
See also note 22 in the Consolidated Financial Statement.
The table below set out the intercompany balances per 31 December 2021:
NOTE 9 – TRANSACTIONS WITH RELATED PARTIES
(Amounts in NOK 1 000)
Related party Relationship Receivables Liabilities Interest
Carasent AS Subsidiary - - 144
Carasent Norge AS (Avans Soma AS) Subsidiary 20 286 - 287
Carasent Sweden AB (Evimeria EMR AB) Subsidiary 58 389 (5 337) 895
Medrave AB Subsidiary 2 795 - -
Medrave AS Subsidiary 358 - -
Metodika Subsidiary 2 983 - -
Carasent Holding AB Subsidiary 26 473 - 255
Total 111 285 (5 337) 1 581
Related party Relationship Receivables Liabilities Interest
Carasent AS Subsidiary 4 141 - -
Carasent Norge AS (Avans Soma AS) Subsidiary 2 000 - -
Total 6 141 - -
ANNUAL REPORT
CARASENT
2022
77
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:
NOTE 10 – CASH AND CASH EQUIVALENTS
(Amounts in NOK 1 000) 2022 2021
Cash at Bank 643 112 863 684
Restricted Cash 1 251 133
Total Cash and Cash Equivalents 644 363 863 817
NOTE 11 – SHARE BASED PAYMENTS
For more information see Note 18 and 22 in the Group Financial Statement.
NOTE 12 - STOCK OPTIONS
Find more information under note 19 in the Group Financial Statement.
The following table summarizes the net change in the Company’s shareholder equity:
In conjunction with the acquisition of Medrave AB (January 2022), where part of the consideration is agreed to be new
shares, Carasent ASA registered 627,391 additional shares on 13 January 2022. The share capital increased by NOK
836 thousand to NOK 105,555 thousand.
In conjunction with the share incentive program Carasent ASA registered 253,005 additional shares on 17 March
2022. The share capital increased by NOK 337 thousand to NOK 105,892 thousand.
In conjunction with the acquisition of HPI AB (October 2022), where part of the consideration was agreed to be new
shares, Carasent ASA registered 122,375 additional shares on the 18 October 2022. The share capital increased by
NOK 163 thousand to NOK 106,055 thousand.
For more information about the shares see Note 20 in the Group Financial Statement.
NOTE 13 - EQUITY
(Amounts in NOK 1 000)
Share
Capital
Other Paid-in
Capital
Share Based Pay-
ment Reserve
Outstanding
warrants
Retained
Earnings
Total
Equity
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
Net Income for the Period - - - - 26 498 26 498
Share Issuance 1 336 29 726 - - - 31 061
Transaction Costs - (273) - - - (273)
Share based payment - 1 369 801 - - 2 169
Warrants outstanding - - - 1 600 - 1 600
Equity December 31, 2021 106 055 1 136 377 801 1 600 (28 181) 1 216 651
ANNUAL REPORT
CARASENT
2022
78
There were no significant events after the balance sheet date.
NOTE 14 – EVENTS AFTER THE BALANCE SHEET DATE
KPMG AS
Sørkedalsveien 6
P.O. Box 7000 Majorstuen
N
-0306 Oslo
Telephone +47 45 40 40 63
Internet www.kpmg.no
Enterprise 935 174
627 MVA
To the General Meeting of 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 2022, 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 2022, 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 2022, and its financial performance and its cash flows for the year then ended in
accordance with Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
• the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2022, 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
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 5 years from the election by the general meeting of the
shareholders on 24 July 2018 for the accounting year 2018.
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 Medrave 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 11 January 2022 the Group acquired 100% of
the shares in Medrave AB, a company based in
Sweden. The acquisition price of NOK 131.3 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 104.6 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 information accompanying the financial statements otherwise
appear to be materially misstated. We are required to report if there is a material misstatement in the Board
of Directors’ report or the other information accompanying the financial statements. We have nothing to
report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the report on Corporate
Governance, and reporting on Corporate Social Responsibility as included in the Board of Directors Report.
3
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 t
o
f
raud 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 t
he
ef
fectiveness of the Company's and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
es
timates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounti
ng
and,
based on the audit evidence obtained, whether a material uncertainty exists related to event
s
or
conditions that may cast significant doubt on the Company's and the Group's ability to conti
nue
as
a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
di
sclosures 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 t
he
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 remai
n
s
olely 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.
4
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Carasent ASA we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name 5967007LIEEXZXI9ZS60-2022-12-31-en, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on
the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in compliance with
ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements
(ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”. The
standard requires us to plan and perform procedures to obtain reasonable assurance about whether the
financial statements included in the annual report have been prepared in compliance with the ESEF
Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s
processes for preparing the financial statements in compliance with the ESEF Regulation. We examine
whether the financial statements are presented in XHTML-format. We evaluate the completeness and
accuracy of the iXBRL tagging of the consolidated financial statements and assess management’s use of
judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited financial
statements in human-readable format. We believe that the evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Oslo, 31 March 2023
KPMG AS
Øyvind Skorgevik
State Authorised Public Accountant
ANNUAL REPORT
CARASENT
2022
Founded in 1997, Carasent ASA was previously the parent company of Apptix, Inc.
Carasent withdrew from the US market in 2017. Carasent focuses on providing digital
expand digitalization that helps customers to meet challenges in providing efficient and
qualitative health care services.
Read more at carasent.com