CARASENT
ANNUAL
REPORT
2023
ANNUAL REPORT
CARASENT
2023
ANNUAL REPORT
CARASENT
2023
3
ANNUAL REPORT
CARASENT
2023
TABLE OF CONTENTS
Letter to our shareholders
Director´s Report
Responsibility Statement
Report on Corporate Governance
Consolidated Financial Statements 2023
Carasent ASA Financial Statements 2023
Auditor´s Report
3
4
12
13
18
58
73
LETTER TO OUR SHAREHOLDERS
2023 was a very intense year for the Carasent group, where we implemented a number of comprehensive changes with
the goal of setting the group on a clear path towards profitable growth. Carasent had, from a very strong base, grown
too quickly and taken on too many projects, which created a need for cost savings, prioritizations, and to focus on the
customer.
The first thing we implemented was a savings program of just over 40 MNOK annually concerning employees and
consultants. This went hand in hand with a simplified structure of the organization for increased efficiency and
quality, which means that despite a lower cost base, we have a large capacity to continue developing our products.
At the same time, we set up an internal leadership structure with clear accountability for results with clear goals for
growth and profitability. By creating this clarity, it becomes much easier for everyone in the organization to see and
take their responsibility.
Furthermore, we previously ran too many concurrent projects. Where we, above all, had two international projects;
Webdoc Norway and Webdoc X. Both aimed at new markets, and we are too small to take on two such projects at the
same time. We, therefore, prioritized the one with the greatest potential in relation to risk and focused on Webdoc X.
This is because it targets a significantly larger market, with lower competition and a more modern platform. To further
increase the probability of success, we narrowed down Webdoc X to Germany. It’s important to develop towards a
clearly defined customer otherwise there’s a great risk of building a system that isn’t the best for anyone.
To increase growth, we have invested in development projects in close collaboration with our customers and where
we increase our total addressable market (TAM). Most important of these is operations planning for Webdoc, which
increases the potential market in Sweden and adds long-awaited functionality in an area with limited competition. We
have also invested in a new sales and marketing organization and renewed the communication of our products.
These changes we add to the solid base that we have in our existing products with minimal churn and a culture of
working closely with our customers. This gives us a strong foundation for 2024 when we shall increase growth while
having a lower cost base than before.
DANIEL ÖHMAN
CEO
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
4 5
ABOUT CARASENT ASA
Carasent delivers cloud based EHR solutions, with
Webdoc as the leading platform, and a broad ecosystem
of platform services, including solutions for patient
communication and business intelligence.
Since 2020 five acquisitions have been completed,
adding new products to our portfolio, including the EHR
solutions Metodika, Ad Curis and Ad Opus, the business
intelligence software Medrave and occupational care
platform HPI. This provides customers with a full service
offering within our systems.
Carasent offers mission-critical solutions like Electronic
Health Records (EHR), Medical Clinic Management
Software, patient engagement solutions, and business
intelligence tools across various health and care sectors.
In a world where efficiency and sustainability are
paramount, Carasent ASA is at the forefront of providing
solutions that alleviate the burden on the health and care
systems.
Our ecosystem of solutions makes Carasent unique.
Carasent is a one-stop shop for clinics and can cover all
needs. We believe in innovation that offers a new kind of
accessibility and availability for patients and practices.
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.
2023 has been another transformative year for Carasent. An extensive strategic review process was completed during
the spring which resulted in a revised strategic direction for the group. We concluded that a larger and more attractive
market can be reached with less investment by developing Webdoc for new segments in Sweden instead of continuing
development of Webdoc for Norway. At the same time the company concluded that operating costs were too high
resulting in a cost reduction program with yearly savings of NOK 40 million, primarily by reducing the number of
consultants and full-time employees. We simplified the organization through a more decentralized organizational
structure with a key focus on financial performance and the business development. Carasent has set the foundation for
future scalable growth through a more manageable cost structure and less complexity.
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 increasing demand
for healthcare.
DEVELOPMENT 2023
Carasent concluded that a larger and more attractive market
can be reached with less investment by developing Webdoc for
new segments in Sweden instead of continuing development of
Webdoc for Norway. We continue to have a strong position in
Norway through Ad Curis, Ad Opus, Medrave and Metodika.
Carasent and Volvat Medisinske Senter entered into an
agreement to implement the EHR system Metodika EPM.
Annual revenue from the contract is estimated to 7-9 MNOK. It
is expected that the first centres will start using Metodika EPM
by the second half of 2024.
Capital markets day hosted for shareholders, analysts and
potential investors.
Updated financial targets targeting average annual organic
revenue growth above 15% during 2024 to 2026. Carasent also
targets improved profitability, with reported EBITDA margin
reaching 25% by 2026 and a reported EBITDA - capex margin
to reach 15% by 2026.
Cash dividend of NOK 133 million distributed in Q4.
Carasent completed a cost savings program in Q2 with savings
of around NOK 40 million on a yearly basis.
Following a review of the Company’s capital structure, the
Board has decided to reduce the Company’s significant net cash
position by returning NOK 250 million to shareholders. The
Board’s view is that following this reduction in net cash position
the Company still has a strong balance sheet allowing for an
expansive agenda. The Distribution was effected by way of a
share buyback and an additional cash distribution.
On 28 September Carasent resolved to buy 7,295,747 shares
at price per share of NOK 16.00 after the end of a reverse book
building process. As such, the total share repurchase amounting
to 116,731,952 NOK, was settled on 3 October.
April November
May
September
2023
HIGHLIGHTSDIRECTOR´S REPORT
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
6 7
We continued to grow rapidly during 2023. We are addressing a growing market and our revenue streams are very
sticky with limited churn. For 2023 the revenue ended at NOK 244.0 (195.3) million representing a revenue growth of
25%. Organic revenue growth year-over-year (YoY) amounted to 12% and organic recurring revenue growth YoY was
13%. The remaining growth was driven by the 2022 acquisitions of Confrere and HPI and currency effects.
Our customers continue to grow and demand more services. We are also investing into product development and sales
& marketing to enable a continued strong inflow of new customers, driving long term organic growth.
Carasent’s market position remains robust with industry-leading solutions addressing non-cyclical and growing
markets.
Adjusted EBITDA ended at NOK 21.3 (46.3) million.
Adjusted EBITDA was adjusted for non-recurring
expenses of NOK 8.0 million in 2023, out of which NOK
4.4 million were restructuring costs related to the cost
savings program, and the remaining 3.6 million related
to M&A costs (1.2 million), share based payments (0.8
million) and the strategy process (1.6 million).
Reported EBITDA amounted to NOK 13.3 (32.7) million.
Adjusted EBIT ended at NOK -20.7 (18.9) million.
Adjusted EBIT is adjusted for non-recurring expenses,
derecognition of intangible assets of NOK 40 million
and non-cash amortization of NOK 9.0 million. Net
Operating Income (EBIT) ended at -77.5 (-1.4).
Carasent concluded that running costs were too high and
completed a savings program in Q2 with yearly savings
of NOK 40 million. The majority of the savings had full
effect from Q3. The cost savings were primarily related
to capital expenditures not affecting EBITDA margins.
We are continuing to invest into future growth and our
operations are in most areas scaled to manage larger
volumes.
The majority of the business is gradually improving and
delivering strong results. Three products that account
for only 16% of total revenues have had a significant
adverse impact on revenue growth and margins for the
group during 2023. Ad Opus and HPI have reduced costs
significantly during the year and has new products that is
receiving promising signs from the market. Confrere has
been sold after the end of the year as it doesn’t fit into our
ecosystem concept, and standalone video solutions face
fierce competition.
PERFORMANCE AND FINANCIAL SUMMARY
FY 2023 FY 2022 FY 2021 FY 2020
NOK million, consolidated figures
Revenue 244.0 195.3 137.1 70.6
Reported EBITDA 13.3 32.7 33.0 16.1
Adjusted EBITDA
1
21.3 46.3 45.5 23.3
Adjusted EBITDA margin
1
9% 24% 33% 33%
Net Operating Income (EBIT) -77.5 -1.4 9.6 3.4
Adjusted EBIT
1
-20.7 18.9 26.1 14.3
Adj. EBIT margin
1
-9% 10% 19% 20%
1: See – Alternative Performance Measures
Cash flow from operating activities was NOK -4.5 (33.6)
million in 2023. Cash flow from investing activities was
NOK -55.5 (-209.5) million.
Cash flow from financing activities was NOK -263.3
(-10.2) million, including shareholder distributions of
NOK 250 million. Net change in cash in the period was
NOK -323.4 (-186.5) million, ending the year with NOK
373.9 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 2023, Carasent ASA recorded revenues of NOK 28.3
million and net income of NOK 20.9 million.
INVESTMENTS
INVESTMENTS IN TANGIBLE AND INTANGIBLE AS-
SETS
The investment in tangible and intangible assets,
including the asset acquisition of Confrere in 2022,
increased to NOK 69.2 million. Capitalized development
totaled NOK 65.5 (79.3) million, of which NOK 33.6
million was related to new initiatives and the remaining
NOK 31.9 million was related to expansion of our existing
markets.
Capitalized development costs related to existing markets
included development of existing and upcoming products
in our existing markets, including e-referral and surgery
functionality for Webdoc in Sweden. The investment
into new initiatives is related to our new platform for
the German market, Webdoc X. This initiative currently
requires significant investments in product development
and does not yet generate any material revenues.
DISCONTINUING WEBDOC NORWAY
We concluded that a larger and more attractive market
can be reached with less investment by developing
Webdoc for new segments in Sweden instead of
continuing development of Webdoc for Norway.
Therefore, intangible assets of NOK 40 million was
derecognized in Q2 2023.
Carasent, through its leading product Webdoc, holds a
strong position in the Swedish market. In the last couple
of years, a considerable part of the Company’s R&D
capacity has been invested in adopting Webdoc for the
Norwegian market. The strategic review process executed
during 2023 concluded that Webdoc’s total addressable
market (“TAM”) in Sweden is roughly 800 MSEK with
current functionality. By investing further development
into additional functionality for Webdoc in the Swedish
market, the TAM increases further by 500 MSEK to 1.3
BSEK. Looking at the Norwegian market, the necessary
development of Webdoc would require at least 3 years,
unlocking a market potential of 350 MSEK. Therefore, it
was decided to discontinue the development of Webdoc
for Norway, and refocus the development efforts on
Webdoc Sweden.
DISTRIBUTION TO SHAREHOLDERS
Following a review of the Company’s capital structure,
the Board has decided to reduce the Company’s
significant net cash position by returning NOK 250
million to shareholders. The Board’s view is that
following this reduction in net cash position the Company
still has a strong balance sheet allowing for an expansive
agenda. The Distribution was effected by way of a share
buyback and an additional cash distribution.
On 28 September Carasent resolved to buy 7,295,747
shares at price per share of NOK 16.00 after the end of a
reverse book building process. As such, the total share
repurchase amounting to 116,731,952 NOK, was settled
on 3 October.
An Extraordinary General Meeting on 14 November
approved a cash dividend of NOK 133 million bringing
the total distribution, across the share repurchase and the
extraordinary cash distribution, up to NOK 250 million.
CHANGES IN BOARD AND
MANAGEMENT
In April, the Nomination Committee of Carasent ASA
proposed that alternate Board Member Tomas Meerits
was elected as new Board Member at the Annual General
Meeting on 3 May, 2023. The new Board Member
replaced Terje Rogne.
In November 2023, Staffan Hanstorp decided to step
down from the Board of Directors after being part of the
Board since 2021.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
8 9
FINANCIAL TARGETS
In November, Carasent updated its financial targets for
long-term revenue growth and profitability. The updated
targets was presented in detail at the Capital Markets Day
held on 7 November 2023.
Carasent is targeting average annual organic revenue
growth above 15% during 2024 to 2026. We are also
targeting improved profitability, with reported EBITDA
margin reaching 25% by 2026 and a reported EBITDA -
capex margin to reach 15% by 2026. The financial targets
are intended for a long-term perspective, and there will
be variations between quarters.
Carasent is entering an exciting new phase building upon
our leading market positions and unique offering. We are
currently investing heavily into product development that
will drive long-term revenue growth. We aim to grow our
revenues considerably faster than our costs during the
next few years, leading to increasing margins.
BOARD OF DIRECTORS
Mr. Niemi was appointed Chairman of the Board of
Carasent ASA in 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
Ms. Skoog was appointed Director of Carasent ASA
in 2022. Camilla Skoog has more than 25 years of
experience from the software industry with several
executive positions across product development and
sales. She was previously working as Chief Sales Officer
at Fortnox with responsibility for go-to-market initiatives
across the Group. Previous roles include Head of
Business Development at Fortnox and product owner at
IST. She was also a member of the Group Management
Team and Head of business unit Byrån, Fortnox’s
offering to accounting firms and their clients.
Ms. Sundling was appointed Director of Carasent ASA
in 2022. 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.
Mr. Meerits was appointed Director of Carasent ASA in
2023. 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.
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 2023 the Company had 165 employees. No
accidents have occurred during 2023. There were no
significant absences due to illness in 2023.
The total absence due to sickness was 2.7% 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 31 December, 2023, the members of the senior
management team consisted of three males and two
females while the Board of Directors consisted of two
males and two females. The Company’s operations do not
pollute the environment.
CORPORATE SOCIAL RESPONSIBILITY
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.
Being a software company, the overall impact on the
environment is considered low. Computers and servers
are vital working tools, 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.
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.
The Carasent group’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.
Carasent has identified a couple of environmental, social
and governance (ESG) potential risks 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 centres and cloud computing
services. Risk to our business as data centers
consume electricity, leading to increased demands
on local power grids and potentially contributing to
energy shortages or strain on existing infrastructure.
• Waste generation from electronic equipment and
software development processes. Manufacturing
and disposal of these devices require energy and raw
materials, improper disposal practices could also be
a risk.
SOCIAL RISKS:
• Data privacy and security risks associated with
handling sensitive healthcare information.
• Ethical concerns regarding the use of patient data for
research and development purposes.
• Risks related to the use of AI and machine
learning algorithms that may perpetuate biases or
discriminate against certain groups of people.
GOVERNANCE RISKS:
• Compliance with regulations and standards related to
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.
Our ESG approach is guided by our commitment to
creating long-term value for our stakeholders while
operating in an ethical and sustainable manner.
Corruption represents a potential problem for developing
fair trade. Due to the nature of our company’s business
and geographic presence, corruption is not regarded as a
real threat to its operation.
Our company has taken various steps to ensure that
we operate in compliance with all applicable laws and
regulations, protect patient data, promote diversity
and inclusion, minimize our environmental impact and
support human rights.
All employees are encouraged to act and live in an
environmentally friendly way. Our company strives
to use environmentally friendly solutions in all of our
operations, and we encourage our employees, suppliers
and customers to do the same.
The Group has a total of 165 employees as per December,
2023. Further details about the business are provided
above.
The Norwegian Transparency Act (“Åpenhetsloven”)
requires companies to conduct due diligence assessments
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
10 11
and prepare a report documenting the assessments
annually. The due diligence assessments analyzes the
risk of adverse impacts on human rights or decent
working conditions in own operations, the supply chain
and other business relationships. The assessments was
carried out in accordance with the OECD Guidelines for
Multinational Enterprises.
A report documenting the Company’s due diligence
assessments in connection with the Transparency Act was
made available on the Company’s webpage June 2023.
This report can be found on our «Investor relations»
page under «Other reports and presentations».
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 23 for further details on
financial risk, including market-, credit- and liquidity
risk.
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 2024 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.
(Amounts in NOK 1 000) 2023
Transferred to retained earnings 20 853
Allocated 20 853
OSLO, NORWAY
21 MARCH 2024
PETRI NIEMI
CHAIRMAN OF THE BOARD
TOMAS MEERITS
BOARD MEMBER
ULRIKA CEDERSKOG SUNDLING
BOARD MEMBER
CAMILLA SKOOG
BOARD MEMBER
DANIEL ÖHMAN
CEO
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
12 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 2023 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
21 MARCH 2024
PETRI NIEMI
CHAIRMAN OF THE BOARD
TOMAS MEERITS
BOARD MEMBER
ULRIKA CEDERSKOG SUNDLING
BOARD MEMBER
CAMILLA SKOOG
BOARD MEMBER
DANIEL ÖHMAN
CEO
REPORT ON CORPORATE GOVERNANCE 2023
1. 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 14 October, 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.
2. 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. 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.
3. EQUITY AND DIVIDENDS
The Company has per 31 December, 2023 a registered share capital of NOK 96,336,609 and 72,324,781 issued shares.
The Extraordinary Shareholder Meeting on 14 November, 2023 resolved to decrease the share capital with
9,717,935.004 from NOK 106,054,543.296 to NOK 96,336,608.292 by deleting 7,295,747 shares owned by the
company. The share capital reduction was registered with the Enterprise Register after the balance sheet date.
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.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
14 15
At the Annual Shareholder Meeting on 3 May, 2023 the Board was granted the authority to increase the Company’s
share capital by issuance of new shares with a total amount of NOK 10,605,425 through one or several placements.
The Board was also granted authority to buy own shares with a maximum number of shares with an aggregate par
value of NOK 10,605,425. The authorities are valid until next Annual Shareholder Meeting.
The Board has no other current authorities granted by the Shareholder Meeting related to equity or dividends.
4. 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.
5. SHARES AND NEGOTIABILITY
During 2022 the Company made one new acquisition, HPI Health Profile Institute AB (“HPI”). Part of the
consideration was paid in new shares in Carasent ASA. There were no new acquisitions in 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 30 June, 2024.
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.
6. 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 Board will ensure that the shareholder meetings will be chaired by an independent chairman.
The shareholder meeting will either be 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.
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.
7. NOMINATION COMMITTEE
The Nomination Committee is described in the Company’s Articles of Association and consists of two 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 28 April, 2022.
Contact information related to the Company’s Nomination Committee is provided on the Company’s Investor
Relations web page.
8. 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.
The Nomination Committee during 2022 performed a detailed assessment of the Board, including interviews with
current Board members.
In May, 2023 alternate Board Member Tomas Meerits was elected as new Board Member, replacing Terje Rogne.
In November, 2023, Staffan Hanstorp stepped down as Board Member.
The Board Member Tomas Meerits is related to Vitruvian Partners who controls directly and indirectly 11 987 332
shares representing 16.57% 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.
9. THE WORK OF THE BOARD OF DIRECTORS
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 be 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.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
16 17
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. 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 annually during Q3. 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.
10. RISK MANAGEMENT AND INTERNAL CONTROL
The Board is responsible for ensuring that management establishes and maintains adequate internal control over
financial reporting. The Group has grown substantially in 2022 and 2023 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:
i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect Carasent’s transactions
and dispositions of assets;
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.
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.
11. REMUNERATION OF THE BOARD OF DIRECTORS
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.
12. REMUNERATION OF EXECUTIVE PERSONNEL
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 27 October, 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
13. 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
14. 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.
15. 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. 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 4 October, 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.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
18 19
CONSOLIDATED FINANCIAL STATEMENTS 2023
CONSOLIDATED FINANCIAL STATEMENTS CONSISTS OF
OVERVIEW OF NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Statement of Income 19
Statement of Comprehensive Income 20
Statement of Financial Position 21
Statement of Cash Flows 23
Statement of Change in Equity 24
Note 1 – General information 25
Note 2 – General Accounting Principles 25
Note 3 – Business Combination 27
Note 4 – Revenue 32
Note 5 – Cost of Sales 34
Note 6 – Employee Compensation and Benefits 34
Note 7 – Other Operational and Administrative Costs 35
Note 8 – Financial Income and Expenses 36
Note 9 – Income Tax 36
Note 10 – Earnings per Share 38
Note 11 – Goodwill and impairment testing 39
Note 12 – Intangible Assets 41
Note 13 – Tangible Assets 43
Note 14 – Customer Receivables 44
Note 15 – Cash and Cash equivalents 45
Note 16 – Leases 45
Note 17 – Fair Value Measurement 48
Note 18 – Share Based Payments 48
Note 19 – Warrants 49
Note 20 – Equity 51
Note 21 – Shareholders of the Group 52
Note 22 – Transaction with Related Parties 53
Note 23 – Financial Risk Management 54
Note 24 – Climate Related Matters 57
Note 25 – Events after the Balance Sheet Date 57
Note 26 – New and Amended Standards and Interpretations 57
CONSOLIDATED STATEMENT OF INCOME
12 Months Ended
December 31, 2023 December 31, 2022
(Amounts in NOK 1 000) Note
Revenue 4
243 984 195 260
Operating Revenues 243 984 195 260
Cost of Sales 5 46 216 33 840
Gross Profit 197 767 161 420
Operating Expenses
Employee Compensation and Benefits 6 132 120 82 739
Other Operational and Administrative Expenses 7 52 307 45 961
Depreciation and Amortization 12,16 50 895 34 081
Derecognition intangible assets 12 39 968 -
Total Operating Expenses 275 289 162 782
Net Operating Income/(Loss) (77 522) (1 361)
Net Financial Items
Net Interest (Income)/Expenses 8 (15 301) 1 274
Other Financial (Income)/Expenses 19 (12 144) (36 509)
Net Financial Items (27 445) (35 235)
Net Income/(Loss) Before Income Taxes (50 077) 33 874
Income Tax Expense/(Income) 9 (3 632) 2 704
Net Income/(Loss) (46 445) 31 170
Attributable to Equity Holders of the Parent (46 445) 31 170
Earnings Per Share:
Basic earnings per share 10 (0.60) 0.39
Diluted earnings per share (0.60) 0.39
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
20 21
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
12 Months Ended
December 31, December 31,
(Amounts in NOK 1 000) 2023 2022
Net Income/ (Loss) (46 445) 31 170
Changes in Translation Differences 25 089 (10 402)
Items that may be Reclassified Subsequently to
the Income Statement 25 089 (10 402)
Total Other Comprehensive Income/(Loss) for the Period 25 089 (10 402)
Total Comprehensive Income/(Loss) for the Period (21 356) 20 768
Attributable to Equity Holders of the Parent (21 356) 20 768
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
December 31, December 31,
2023 2022
(Amounts in NOK 1 000) Note
ASSETS
Non-Current Assets
Goodwill 11, 12 405 450 385 181
Customer Relationships 12 41 279 45 240
Technology 12 169 461 164 806
Other Intangible Assets 1 265 1 437
Total Intangible Assets 617 455 596 664
Tangible Assets 13 3 965 3 030
Right of Use Asset 16 47 534 36 993
Total Non-Current Assets 668 954 636 688
Current Assets
Customer Receivables 14 36 548 27 575
Other Receivables 6 702 2 667
Prepaid Expenses 7 554 6 692
Cash and Cash Equivalents 15 373 884 697 276
Total Current Assets 424 688 734 210
TOTAL ASSETS 1 093 642 1 370 898
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
22 23
December 31, December 31,
2023 2022
(Amounts in NOK 1 000) Note
LIABILITIES AND SHAREHOLDERS EQUITY
Equity Attributed to Equity Holders of the Parent
Share Capital 20 96 337 106 055
Other Paid-in Capital 895 479 1 136 377
Translation Difference Reserves 13 704 (12 161)
Retained Earnings (51 714) (5 269)
Warrants Outstanding 19 1 600 1 600
Total Shareholders Equity 955 406 1 226 601
Liabilities to Credit Institutions - 625
Lease Liability 16 37 635 28 225
Deferred Tax Liability 9 10 116 12 945
Other Non-Current Liabilities - 8 517
Total Non-Current Liabilities 47 751 50 311
Current Liabilities
Trade Accounts Payable 16 301 20 245
Accrued Expenses 27 023 26 393
Contract Liability 34 133 25 029
Current Liabilities to Credit Institutions - 968
Current Lease Liability 16 12 535 9 065
Other Current Liabilities 493 12 285
Total Current Liabilities 90 484 93 985
TOTAL LIABILITIES AND EQUITY 1 093 642 1 370 898
OSLO, NORWAY
21 MARCH 2024
PETRI NIEMI
CHAIRMAN OF THE BOARD
TOMAS MEERITS
BOARD MEMBER
ULRIKA CEDERSKOG SUNDLING
BOARD MEMBER
CAMILLA SKOOG
BOARD MEMBER
DANIEL ÖHMAN
CEO
CONSOLIDATED STATEMENT OF CASH FLOWS
12 months ended
December 31,
2023
December 31,
2022
(Amounts in NOK 1 000) Note
Cash Flows from Operating Activities
Profit/(Loss) Before Tax (50 077) 33 874
Depreciation and Amortization 50 895 34 081
Derecognition intangible assets 12
39 968
-
Interest (Income)/Expenses 8 (15 301)
1 279
Fair Value Adjustments 17 (9 127) (39 334)
Derecognition IFRS 16 - (1 614)
Unrealised agio/disagio (4 548) -
Share based payment 18 776 2 169
Change in Accounts Receivable 14 (8 973) (3 385)
Change in Accounts Payable (3 944) 10 079
Change in Current Assets & Liabilities 2 845 (243)
Income Tax Paid (6 982) (3 295)
Net Cash Flows Provided by Operating Activities (4 467) 33 612
Cash Flows from Investing Activities
Investments in Intangible and Tangible Assets 12,13 (69 203) (91 562)
Acquisition of Company, Net of Cash Paid 3 - (104 885)
Net received interest from investments 15 13 677 -
Settlement of purchased debt - (13 053)
Cash Flows Used in Investing Activities (55 526) (209 500)
Cash Flows from Financing Activities
Issuance of Shares
Transaction Cost Related to Issuance of Shares
- 5 475
- (273)
Share buy back 20 (116 732) -
Transaction Cost Related to Share buy back (806) -
Dividend paid (133 078) -
Cash Settlement Stock Options - (7 569)
Issuance of Warrants 800 800
Payment Lease Liability 16 (9 908) (7 191)
Repayment of Debt to Credit Institutions (1 593) (158)
Net paid Interest (1 961) (1 279)
Cash Flows Used in Financing Activities (263 278) (10 195)
Effect of Exchange Rates on Cash and Cash Equivalents (121) (398)
Net Change in Cash and Cash Equivalents (323 392) (186 481)
Cash and Cash Equivalents at Beginning of Period 697 276 883 756
Cash and Cash Equivalents at End of Period 373 884 697 276
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
24 25
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amounts in NOK 1 000)
Share
Capital
Other Paid-in
Capital
Warrants
Outstanding
Share Based
Payment
Reserve
Translation
Difference
Reserves
Retained
Earnings
Total
Equity
Equity December 31, 2021 104 719 1 105 556 - - (2 560) (36 440) 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 payment - 1 369 801 - - 2 169
Warrants outstanding - - 1 600 - - - 1 600
Equity December 31, 2022 106 055 1 136 377 1 600 801 (12 962)
(5 269) 1 226 601
Other Reserves
(Amounts in NOK 1 000)
Share
Capital
Other Paid-in
Capital
Warrants
Outstanding
Share Based
Payment
Reserve
Translation
Difference
Reserves
Retained
Earnings
Total
Equity
Equity December 31, 2022 106 055 1 136 377 1 600 801 (12 962) (5 269) 1 226 601
Net Income for the Period (46 445) (46 445)
Other Comprehensive Income/(Loss) 25 089 25 089
Total Comprehensive Income/(Loss) - - - - 25 089 (46 445) (21 356)
Not registered capital reduction (9 718) (107 014) (116 732)
Transaction Costs - (806) - - - - (806)
Dividend paid (133 078) (133 078)
Share based payments - - - 776 - - 776
Equity December 31, 2023 96 337 895 479 1 600 1 577 12 126 (51 714)
955 406
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 2023 were approved by the Board of Directors for publication
on 21 March, 2024. The financial statements is scheduled to be approved by the Annual General Meeting on 17 April,
2024.
NOTE 2 – GENERAL ACCOUNTING PRINCIPLES
BASIS OF PREPARATION
The consolidated financial statements of the Carasent Group have been prepared in accordance with IFRS®
Accounting Standards 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
The Group consists of the parent company and wholly owned subsidiaries and consolidation is performed according to
the rules under IFRS 10. 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.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
26 27
The Group has the following subsidiaries as of 31 December 2023:
Company
Year of acquisition/
incorporation Registered office Voting share Ownership share
Carasent AS 2019 Norway 100% 100%
Carasent Sverige AB 2018 Sweden 100% 100%
Casent Norge AS 2020 Norway 100% 100%
Metodika AB 2021 Sweden 100% 100%
Medrave Software AB 2022 Sweden 100% 100%
Medrave Software AS 2022 Norway 100% 100%
Carasent Holding AB 2022 Sweden 100% 100%
HPI Health Profile Institute AB 2022 Sweden 100% 100%
SEGMENTS
An operating segment is a component of an entity that engages in business activities from which it may earn revenues
and incur expenses. The Company 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,
In the first quarter of 2022 the Group assessed its internal organizational structure, internal reporting system and
geographical business units, and concluded that there is only one segment, the total Group. The Group is monitored
using the consolidated statement of profit or loss, balance sheet and statement of cash flows.
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.
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:
• Recognition of deferred tax asset, see note 9 for further information.
The Group has also identified the following critical judgements made by management that could affect the reported
financials:
• Purchase price allocation, see note 3 for further information.
• Capitalization of development costs, see note 12 for further information
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 are subsequently re-measured to fair value with changes in fair value recognized in profit or
loss.
ACQUISITION OF HPI HEALTH PROFILE INSTITUTE AB
Carasent Holding AB acquired HPI Health Profile Institute AB (“HPI”) on 18 October, 2022, for a purchase price of
SEK 20.9 million. The transaction was settled with SEK 8.9 million in cash, SEK 2.2 million by consideration shares
and a contingent earn out consideration of maximum SEK 13 million with a net present value of SEK 9.7 million (see
note 17 for subsequent fair value adjustments of the earn out).
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
28 29
SIGNIFICANT JUDGEMENTS AND ESTIMATION TECHNIQUES
The acquisition required the use of critical judgements and estimation techniques when identifying and valuing
intangible assets. For HPI two intangible assets were identified at the time of acquisition: technology and customer
relationship.
The relief-from-royalty method was 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 was based on projected cash flows for the next nine years after the acquisition, which
included estimated revenue growth. These cash flows were adjusted for assumptions about churn, attrition and
multiplied by a royalty rate of 13.8% (cost saving from owning the technology). These cost savings were discounted
using a cost of capital rate of 11%. The technology is assumed to have a useful life of nine years from the date of
acquisition.
The customer relationships were 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 was based on projected cash flows for the next eight years from the acquisition. These cash
flows are adjusted for contributory asset charges (CAC). Churn was estimated to 10%. The cash flows were discounted
using a 11.5% discount rate. The customer relationships are assumed to have a useful life of 10 years from the date of
acquisition.
TRANSACTION COSTS AND PRO FORMA FIGURES
Acquisition costs of NOK 4.2 million arose as a result of the acquisitions of HPI and Medrave. These have been
recognized as part of other operating expenses in the statement of income.
If all acquisitions had occurred on 1 January 2022, the proforma revenue for the Group could have been NOK 209.4
million and the Group’s net income could have been NOK 30 million in 2022.
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:(Amounts in NOK 1 000) HPIPurchase considerationCash consideration 8 473 Ordinary shares issued 2 120 Deferred purchase price (“earn out”) 9 220 Total purchase consideration 19 812 Technology 12 466 Customer relationship 8 277Tools and Equipment 143 Customer receivables 2 829 Cash and cash equivalents 3 313 Deferred tax liability (267)Trade payables (901)Accrued expenses and prepaid income (2 395)Contract liability (720)Liabilities to credit institutions - current portion (949)Liabilities to credit institutions - non-current portion (786)Payable to group companies (13 053)Net other assets and liabilities (4 653)Total net identifiable assets acquired at fair value 3 253 Consideration 19 812 Goodwill 16 559 Net cash outflow arising on acquisitionCash consideration 8 473 Less:Cash and cash equivalent balances acquired (3 313)Net cash outflow arising on acquisition 5 160
Goodwill from the acquisition of HPI represents expected synergies in the Group and will lead to additional value for
the Carasent platform with combined product portfolio and developing activities. No goodwill is deductible for tax
purposes.
As part of the transaction, the Group has settled the debt to the prior owners of HPI of NOK 13.0 million.
HPI contributed NOK 2.2 million to the Group’s revenue and net loss of NOK 0.6 million to the Group’s total net
income in 2022.
As of 31 December 2023, the fair value of the contingent earn out was estimated to be zero as the targets were not met
(NOK 9.1 million) - see more information in note 17.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
30 31
ACQUISITION OF MEDRAVE AB
Carasent ASA acquired Medrave Software AB (“Medrave”) on 11 January, 2022, for a purchase price of SEK 133
million. The transaction was settled with SEK 110 million in cash and SEK 23 million by a seller’s credit which was
offset by issuance of consideration shares reinvested by key employees with fair value price of NOK 37.4 per share.
SIGNIFICANT JUDGEMENTS AND ESTIMATION TECHNIQUES
The acquisition required the use of critical judgements and estimation techniques when identifying and valuing
intangible assets. For Medrave two intangible assets were identified at the time of acquisition: technology and
customer relationship.
The relief-from-royalty method was 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 was based on projected cash flows for the next five years, which included estimated
revenue growth. These cash flows were adjusted for assumptions about churn, attrition and multiplied by a royalty rate
of 13.8% (cost saving from owning the technology). These cost savings were discounted using a cost of capital rate of
9%. The technology is assumed to have a useful life of ten years.
The customer relationships were 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 was based on projected cash flows for the next eight years after the acquisition. These
cash flows were adjusted for contributory asset charges (CAC). Churn was estimated to 8%. The cash flows were
discounted using a 9% discount rate. The customer relationships are assumed to have a useful life of 12.5 years after
the acquisition.
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:
(Amounts in NOK 1 000) Medrave ABPurchase considerationCash consideration 107 809 Ordinary shares issued 23 486 Total purchase consideration 131 295 Technology 18 936 Customer relationship 7 257 Right of use assets 2 004 Customer receivables 1 261 Cash and cash equivalents 8 084 Deferred tax liability (5 937)Lease liability (2 004)Trade payables (345)Contract liability (1 426)Net other assets and liabilities (1 086)Total net identifiable assets acquired at fair value 26 743 Consideration 131 295 Goodwill 104 552
Net cash outflow arising on acquisition
Cash consideration 107 809
Less:
Cash and cash equivalent balances acquired (8 084)
Net cash outflow arising on acquisition 99 725
Goodwill from the acquisition of Medrave represents expected synergies in the Group and will lead to additional value
for the Carasent platform with combined product portfolio and developing activities. No goodwill is deductible for tax
purposes.
Medrave has contributed NOK 26.3 million to the Group’s revenue since the acquisition date and net income of NOK
5.3 million to the Group’s total loss. The acquisition was consolidated from 1 January in 2022.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
32 33
NOTE
4
–
REVENUE
ACCOUNTING PRINCIPLES
In 2022 the Group reassessed its internal organizational structure, internal reporting system and geographical
business units. Hence, the Group changed how the Chief Operating Decision Maker (the Board) review disaggregated
revenue.
The revenue in the Group can be categorized into four different categories: Webdoc Electronic Health Record (“EHR”),
Other EHR, Platform Services and Consulting & Other. The accounting principles for each revenue category are
described below.
WEBDOC EHR
The Group delivers the cloud-based EHR system Webdoc. The category includes the related license and ongoing access
to receive support, upgrades and new functionality. These agreements provides the customers with the right to access
the Group’s IP. All services are transferred to the customers on a continuous basis and are recognized over time.
The Webdoc license is invoiced to customers quarterly in advance with 30 days payment terms.
OTHER EHR
The Group also delivers other EHR solutions. Other EHR includes all other EHR services than Webdoc. The category
includes the related license and ongoing access to receive support, upgrades and new functionality and is recognized
over time.
The services are invoiced quarterly or annually upfront and with 30 days payment terms.
PLATFORM SERVICES
Platform Services are services that are not EHR systems, including for example analytical tools and/or integrated with
a third party. These platform services includes among others Medrave, Vårdrummet, HPI, Advoca, Confrere, electronic
letters, SMS services, portal to medical services etc. Platform Services are a separate performance obligations and
recognized over time or point in time, pending on the service delivered.
Platform services are invoiced monthly in arrears with 30 days payment terms.
CONSULTING & OTHER
Consulting & Other consists of the former Consulting, License and other categories. Consultancy is delivered as an
addition to the SaaS and License contracts. Consultancy includes installation fees. These services are recognized over
time based on hours incurred.
Consultancy are invoiced by hours incurred and with 30 days payment terms.
The Group 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.
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.
(Amounts in NOK 1 000) 2023 2022Webdoc EHR 61 238 50 035 Other EHR 47 447 45 002 Platform Services 113 227 80 198 Consulting & Other 22 072 20 025 Total revenue 243 984 195 260 Recognized over time 208 834 161 238 Recognized at a point in time 35 150 34 022 Total revenue by geographical area: SwedenWebdoc EHR 61 238 50 035 Other EHR 2 909 3 359 Platform Services 94 969 68 752 Consulting & Other 8 467 10 422 Total revenue 167 584 132 568 NorwayOther EHR 38 787 36 184 Platform Services 16 276 9 676 Consulting & Other 8 786 6 704 Total revenue 63 849 52 564 International Other EHR 5 751 5 459 Platform Services 1 982 1 769 Consulting & Other 4 819 2 900 Total revenue 12 551 10 128
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
34 35
CONTRACT
LIABILITY
Contract liabilities relate to advances from customer for services paid upfront. Contract liabilities are expected to be
realized within the Group’s normal cycle and are classified as current.
(Amounts in NOK 1000) LiabilityBalance December 31, 2021 17 506 Invoiced in 2022 96 864 Revenue recognized in 2022 90 888 Acquired business 720 FX effects 826 Balance December 31, 2022 25 029 Invoiced in 2023 172 140 Revenue recognized in 2023 166 194 Reclass 2 535 Acquired business - FX effects 1 283 Balance December 31, 2023 34 793
NOTE 5 – 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.
(Amounts in NOK 1 000) 2023 2022Third party suppliers 46 216 33 840 Total 46 216 33 840
NOTE
6
–
EMPLOYEE
COMPENSATION
AND
BENEFITS
ACCOUNTING PRINCIPLES
All the employees in the Group have a post employment defined contribution plan. The Group’s payments are
recognized in the profit or loss as an employee benefit expense for the year to which the contribution applies.
The following table summarizes the components of the Group’s Compensation and Benefits:
(Amounts in NOK 1 000) 2023 2022Wages and salaries 119 829 93 113 Social security tax 34 246 25 451 Pension costs 10 649 7 051 Other benefits 6 465 6 830 Work performed by the company for its own use and capitalized as intangible asset (37 193) (48 648)Government grants (1 876) (1 058)Total Employee Compensation and Benefits 132 120 82 739
In 2023 Carasent has received government grants of NOK2.5 million. This was related to the tax deduction scheme
for the companies with research and development projects (SkatteFUNN) and grants from “Forskningsrådet”. The
grants were recognized as cost reduction of the respective incurred costs (NOK 1.9 million reduction of Employee
Compensation and NOK 0.6 million reduction of Other Operational and Administrative Expenses).
The tables below set forth the compensation summary for the CEO, key management and Board of Directors for the
year ended 31 December 2023 and 2022:
2023 2022Other key Other key (Amounts in NOK 1 000) CEOmgmt. Board CEOmgmt. BoardWages and salaries 2 391 6 487 1 373 2 059 4 474 1 615 Pension costs 620 1 322 - 497 653 - Other benefits - 54 - 29 34 - Total key management compensation 3 011 7 863 1 373 2 584 5 161 1 615
The Group increased the participants in key management during the second half of 2022, which also increased wages and
salaries during 2023. 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.
NOTE 7 – OTHER OPERATIONAL AND ADMINISTRATIVE COSTS
The following table summarizes the components of the Group’s Other Operational and Administrative Costs:
(Amounts in NOK 1 000) 2023 2022Marketing 1 925 1 467 Travel and entertainment 2 546 1 978 Rent and office expenses 5 249 1 479 Professional services 55 861 62 259 Utilities and maintenance costs 2 777 4 060 IT services 9 723 6 143 Other operating expenses 3 025 430 Work performed by external consultants and capitalized as intangible asset (28 182) (30 644)Government grants (617) (1 211)Total Other Operational and Administrative Costs 52 307 45 961
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
36 37
AUDIT FEES
The table below summarizes the components of the Group’s audit related fees (the amounts are ex VAT):
(Amounts in NOK 1 000) 2023 2022Audit 2 920 2 393 Other assurance services 48 110 Tax services - - Other services 10 3 745 Total Audit Fees 2 978 6 248
NOTE
8
–
FINANCIAL
INCOME
AND
EXPENSES
The following table summarizes the components of the Group’s Financial Income and Expense:
(Amounts in NOK 1 000) 2023 2022Interest income (17 394) (5)Interest expense 2 093 1 279 Change in fair value of stock option liability, see note 17 - (38 669)Change in fair value of contingent earn out, see note 17 (9 127) (664)(Agio)/disagio (3 971) 2,360 Other financial items 954 464 Financial (Income) and Expense (27 445) (35 235)
NOTE
9
–
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. The Group’s operations are subject
to the tax regimes of Norway and Sweden.
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 sources in the Group includes
deferred tax is related to Purchase Price Allocation (PPA) adjustments arising from business combinations.
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 tax 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) 2023 2022Tax payable (0) 4 890Changes in deferred tax (3 632) (2 186)Total income tax expense/(income) (3 632) 2 704
SPECIFICATION OF BASIS FOR DEFERRED TAX BALANCES:
(Amounts in NOK 1 000) 2023 2022
Non current assets 87 312 94 762 Non current liabilities (45 449) (32 495)Gains and loss account - 37Other temporary differences (90) (152)Total 41 773 62 151 Tax loss carried forward (334 550) (294 589)Net temporary differences (292 778) (232 438)Deferred tax liability (asset) (62 943) (51 541)Of which not recognized 73 059 64 486 Carrying value deferred tax liability (assets) 10 116 12 945 whereof deferred tax assets - - whereof deferred tax liabilities 10 116 12 945
RECONCILIATION OF NET DEFERRED TAX BALANCES:
(Amounts in NOK 1 000) 2023 2022
Deferred tax liabilities at 1 January 12 945 9 537 Recognised deferred tax expense (3 632) (2 186)Acquisition of companies - 6 004Currency translation effects 803 (411)Deferred tax liabilities at 31 December 10 116 12 945
The Group’s tax loss carried forward relates to tax positions in Norway (NOK 295 million) and Sweden (NOK 39
million). The tax loss has no expiry date. Based on the current operations there is no convincing evidence that this
deferred tax asset can be utilized. Consequently, the deferred tax asset has not been recognized. The company has not
recognized deferred tax assets relating to tax loss carry forward. This is considered a material estimation uncertainty.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
38 39
RECONCILIATION OF EFFECTIVE TAX RATE:
(Amounts in NOK 1 000) 2023 2022Net Income (Loss) before tax (50 077) 33 873 Expected income taxes at statutory tax rate (10 302) 7 466 Permanent differences (1 677) 867 Unrecognized deferred tax assets 8 573 (4 180)Other changes (226) (1 448)Income tax expense/(income) (3 632) 2 704 Effective tax rate in % 7% 8%
NOTE
10 - EARNINGS PER SHARE
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.
See note 20 for more information regarding the change in common shares outstanding.
The following table presents the earnings per share:
(Amounts in NOK 1 000 - Except Share Data) 2023 2022Income/ (Loss) for the year (46 445) 31 170 Total Income/ (Loss) for the Year (46 445) 31 170 Weighted Average Common Shares Outstanding 77 736 461 79 450 218 Dilutive Shares Outstanding 64 965 74 082 Basic Earning Per Share for the Year (0.60) 0.39 Diluted Earning Per Share for the Year (0.60) 0.39
NOTE
11
–
GOODWILL
AND
IMPAIRMENT
TESTING
ACCOUNTING PRINCIPLES
Goodwill is recognized as a part of business combinations. Goodwill is initially measured as the excess of the
consideration of the acquiree less 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 or group of 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.
In 2022 the Group assessed its internal organizational structure, internal reporting system and geographical business
units. The Group has concluded that it has one operating and reporting segment. The Group also concluded that the
new organisational structure and internal reporting system implied that goodwill was monitored on a Group level.
In 2023 Carasent updated the strategy, and due to this shift goodwill will now be tested per CGU in the group.
Goodwill is now monitored on a CGU level by management and the Group perform goodwill impairment testing at
individual CGU level.
In 2023, Goodwill was allocated to the individual CGU’s based on how goodwill was initially allocated to CGU’s prior
to the change in 2022. The basis for this assessment was that the CGUs have not materially changed since prior to the
reallocation in 2022.
In accordance with IFRS 8.5, the Group has still concluded that it has one operating and reporting segment as the
Chief Operating Decision Maker assess performance and allocates resources on a group level (note 2).
The identified cash-generating units are the wholly owned subsidiaries Carasent Sverige AB, Metodika AB, Medrave
AB, Carasent Norge AS and HPI AB.
IMPAIRMENT OF ASSETS
The 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 or group of cash-generating units 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, the cash-generating unit or
group of cash-generating units to which the asset belongs.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
40 41
The Group’s Goodwill relates to the following:
Exchange rate (Amounts in NOK 1 000) 2022 Acquisitionsdifferences 2023Carasent Sverige 58 814 - 4 212 63 026 Carasent Norge 105 165 - (0) 105 165 Metodika 103 011 - 7 387 110 398 Medrave 101 701 - 7 284 108 985 HPI 16 490 - 1 385 17 875 Total 385 180 - 20 268 405 450
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 to the cash-generating units . The recoverable amount for the cash-
generating units has been determined based on a value in use calculation using cash flow projections based on
financial forecasts 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 3% (2%). The pre-tax discount rate applied to cash flow projections
was 11% (11%) and was determined through goal seeking. The post-tax discount rate applied was 9% (9%).
Key assumptions used in value in use calculations for the Group for 31 December, 2023.
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 effect from the cost savings implemented
and the scalable cost base as revenues grow.
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 pre-tax WACC
model (Weighted Average Cost of Capital). The Group has considered that the discount rate is attributable to all cash-
generating units 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 of the cash-generating units.
The Group has performed a sensitivity analysis for each cash-generating units to substantiate the conclusion. The
forecasted EBIT can decrease by 50-70% before headroom turns negative, all else equal. The pre-tax WACC can be 17-
34% before headroom turns negative, all else equal. There are no CGU where a reasonable possible change could cause
impairment of goodwill.
NOTE 12 – INTANGIBLE ASSETS
ACCOUNTING PRINCIPLES
Intangible assets are capitalized 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;
• The intention to complete the intangible asset and use it;
• The ability to use 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 the
intangible asset; and
• The ability to measure reliably the expenditure attributable to the intangible asset during its development
Assessment of whether these criteria are fulfilled is a critical judgment by management related to the development
projects.
Capitalized development costs include costs directly attributable to development of the intangible, such as personnel
expenses and consultancy services. Capitalized developments relates to the new development in existing markets and
new initiatives relating to the new platform for German market, Webdoc X.
ACQUISITION OF ASSETS – CONFRERE
In 2022, Carasent entered into a partnership agreement with the Norwegian company Confrere 4 AS (“Confrere”).
As part of the agreement, Carasent acquired the Confrere brand (Other Intangible Assets) and took over the customer
agreements (Customer Relationships), while Confrere continues to maintain the technology solution.
The purchase price was approximately NOK 10 million, of which NOK 5 million were paid upfront and the remaining
payments allocated to the assets are deferred over time.
In February 2024, after the balance sheet date, the Confrere assets were sold. Please see “Events after the balance
sheet date” for further details.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
42 43
The following table summarizes the activity of the Group’s Intangible Assets:
Customer Capitalized Other intangible (Amounts in NOK 1 000) Relationship Technology Goodwilldevelopmentassets TotalCostCost at 31 December 2021 36 641 35 312 271 990 66 539 - 410 482Additions 8 355 - - 79 292 1 568 89 215 Acquisition of business 15 484 31 401 121 111 - - 167 997 Exchange differences (742) (224) (7 920) (737) - (9 623)Cost at 31 December 2022 59 738 66 490 385 181 145 094 1 568 658 071 Additions - - 65 437 146 65 584 Derecognition of assets (39 867) (39 867)Acquisition of business - - - Exchange differences 2 314 2 679 20 268 7 430 32 691 Cost at 31 December 2023 62 052 69 169 405 450 178 094 1 714 716 479 - Amortization and impairment - Accumulated at 31 December 2021 (9 908) (9 861) (15 804) - (35 573)Disposals - - - - - - Amortization for the year (4 591) (10 689) (10 423) (131) (25 834)- (6 463) - 6 463 - - Reclassification of accumulated amortizationImpairment - - - - - - Accumulated at 31 December 2022 (14 499) (27 013) - (19 764) (131) (61 407)Disposals - - Amortization for the year (6 274) (10 109) - (20 917) (318) (37 618)Impairment - - Accumulated at 31 December 2023 (20 774) (37 122) - (40 681) (449) (99 025)Carrying amount at 31 December 2022 45 239 39 477 385 181 125 329 1 437 596 664 Carrying amount at 31 December 2023 41 279 32 047 405 450 137 413 1 265 617 454 Amortization method Straight-line Straight-line Indefinite Straight-line Straight-line 7-10 years5-7 years5 years 5 years
DERECOGNITION OF INTANGIBLE ASSETS
On 24 April 2023 Carasent ASA concluded that a larger and more attractive market can be reached with less
investment by developing Webdoc for new segments in Sweden instead of continuing development of Webdoc for
Norway. Carasent have assessed that Webdoc NO has no alternative or further use, and no future economic benefits
are expected. As a consequence, intangible assets of NOK 40 million related to Webdoc NO was fully derecognized in
Q2 2023.
Carasent, through its leading product Webdoc, holds a strong position in the Swedish market. In the last couple of
years, a considerable part of the Company’s R&D capacity has been invested in adopting Webdoc for the Norwegian
market. The strategic review process executed during 2023 concluded that other opportunities are more attractive to
pursue. We continue to have a strong position in Norway through Ad Curis, Ad Opus and Metodika.
NOTE
13
–
TANGIBLE
ASSETS
ACCOUNTING PRINCIPLES
Tangible assets are recognized according to IAS 16. The following table summarizes the activity of the Group’s tangible
assets:
(Amounts in NOK 1 000) Tools and equipmentCostCost at 31 December 2021 3 098 Additions 2 395 Acquisition of business 139 Net Exchange differences (104)Cost at 31 December 2022 5 529 Additions 2 211Disposals (416)Acquisition of business - Net Exchange differences 570Cost at 31 December 2023 7 894 Depreciation and impairmentAccumulated at 31 December 2021 (1 592)Depreciation for the year (907)Accumulated at 31 December 2022 (2 498)Depreciation for the year (1 431)Accumulated at 31 December 2023 (3 929)Carrying amount at 31 December 2022 3 031 Carrying amount at 31 December 2023 3 965 Depreciation method Straight-line 3-5 years
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
44 45
NOTE 14 – CUSTOMER RECEIVABLES
ACCOUNTING PRINCIPLES
Customer receivables are initially measured at transaction price. Customer receivables are non-interest bearing and
trading terms are up to 30 days and therefore classified as current.
LOSS ALLOWANCE
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables. See note 22 for more information regarding risk exposure. 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 tables below sets forth the Group’s customer receivables as of 31 December 2022 and 2021:
(Amounts in NOK 1 000) Current
days past due
past due
31 December 2023More than 30 More than 60 days More than 120
days past due Total
Expected loss rate 0,0 % 0,0 % 49,7 % 69,0 % 4,0 %
Gross carrying amount - trade receivables 35 546 198 418 1 920 38 081
Loss allowance - trade receivables - - 208 1 325 1 533
31 December 2022
(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 % 2,0 % 25,0 % 50,0 % 1,0 %
Gross carrying amount - trade receivables 26 567 597 297 406 27 864
Loss allowance - trade receivables 0 12 74 203 289
(Amounts in NOK 1 000) Loss reserves
December 31, 2021 132
Change in reserve 157
December 31, 2022 289
Change in reserve 1 243
December 31, 2023 1 533
(Amounts in NOK 1 000) Costs recognized
Change in reserve 157
Realised losses
Total 2022 157
Change in reserve 1 243
Realised losses 123
Total 2023 1 366
NOTE 15 – 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. The Groups cash balances is held by time
deposits at fixed interest rates and floating rate based on average daily balances. The time deposits are available to the
Group and not deemed restricted.:
(Amounts in NOK 1 000) 2023 2022Cash at Bank 371 521 694 832Restricted Cash 2 363 2 444 Total Cash and Cash Equivalents 373 884 697 276
NOTE
16
–
LEASES
ACCOUNTING PRINCIPLES
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 lease 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.
Gains and losses arising from derecognition of right-of-use assets and corresponding lease liabilities (i.e. cancellation,
transfer or sales of leases) are measured as the difference between the remaining net carrying amount of the right-
of-use assets and corresponding lease liabilities, and any proceeds or termination fees, and are reported as as an
adjustment to other operational and administrative expenses in the income statement as part of operating profit.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
46 47
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 3,8% for agreements contracted before 2023 and 5.75% for the addition in 2023.
The following tables summarizes the Group’s Leases:
RIGHT OF USE ASSETS
(Amounts in NOK 1 000) Property Equipment TotalBalance December 31, 2021 13 530 1 081 14 612 Depreciation (6 989) (352) (7 341)Acquired business 1 963 - 1 963 Addition 34 694 - 34 694 Adjustments due to terminations (6 420) - (6 420)FX effects (483) (30) (513)Balance December 31, 2022 36 294 699 36 993 Depreciation (11 827) (368) (12 195)Acquired business - - - Addition 21 170 - 21 170 Adjustments due to terminations (815) - (815)FX effects 2 338 44 2 381 Balance December 31, 2023 47 159 375 47 534 Useful life 4-5 years 5 yearsDepreciation method Straight-line Straight-line
LEASE LIABILITY
(Amounts in NOK 1 000) Property Equipment TotalBalance December 31, 2021 15 236 1 101 16 337 Cash changesRepayments of lease liabilities (6 822) (368) (7 191)Paid interest on lease liabilities (894) (45) (940)Non-cash changesAccrued interest 894 45 940 Acquired business 1 963 - 1 963 Addition 34 694 - 34 694 Adjustments due to terminations (7 955) - (7 955)FX effects (527) (30) (558)Balance December 31, 2022 36 588 703 37 290 Cash changesRepayments of lease liabilities (9 503) (406) (9 908)Paid interest on lease liabilities (1 783) (28) (1 811)Non-cash changesAccrued interest 1 783 28 1 811 Acquired business - - - Addition 21 170 - 21 170 Adjustments due to terminations (826) - (826)FX effects 2 402 43 2 445 Balance December 31, 2023 49 831 339 50 170 (Amounts in NOK 1 000) 2023 2022Non-current 37 635 28 225 Current 12 535 9 065 Total lease liability 50 170 37 290
AMOUNT RECOGNIZED IN THE STATEMENT OF PROFIT OR LOSS
(Amounts in NOK 1 000) 2023 2022Depreciation of right of use asset 12 195 7 341 Interest expense 1 811 940 Gains (-) and losses (+) due to terminations 24 (1 534)Expenses relating to short-term and low value leases 3 372 1 633 Total expenses for lease 17 402 8 379
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
48 49
NOTE
17
–
FAIR
VALUE
MEASUREMENT
WARRANTS
See note 19 for further details.
CONTINGENT CONSIDERATION
The acquisition of HPI included a contingent earnout of maximum SEK 13 million. The fair value of the contingent
liability is determined by thresholds achieved after the acquisition date of the business combination and changes
in interest rate.
The earnout relating to HPI was determined based on gross turnover targets for the financial year 2023. As of 31
December, 2023, it has been determined that the gross turnover targets for the financial year 2023 were not achieved.
The change in in fair value for the year ended 2023 impacted the net income with NOK 9.1 (0.7) million resulting in the
financial liability was reduced to 0 (8.5) by 31 December 2023.
NOTE
18
–
SHARE
BASED
PAYMENTS
ACCOUNTING PRINCIPLES
The share-based payment program is considered as equity-settled share-based payments. In addition, the
Group is obliged to make a provision for social security tax related to the program, to be transferred to the tax
authority, normally in cash. This part of the share-based payment arrangement is recognized as a cash-settled
share-based payment.
Equity-settled share-based payments are measured at fair value (excluding the effect of any 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.
DESCRIPTION
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.
Total number of shares purchased was 253,005 upfront. Number of instruments granted (matching shares) were 84
324.
Granted instruments 2023 2022Quantity 31.12.2022 (instruments) - 84 324Quantity 31.12.2022 (shares) - 84 324Contractual life* 2 Share price* 27 Expected lifetime* 2 Volatility* 59.52 %Interest rate* 1.85 %FV per instrument* 27.0*Weighted average parameters at grant of instrumentActivityOutstanding OB (01.01) 74 082 - Granted - 84 324Terminated (9 117) (10 242)Outstanding CB (31.12) 64 965 74 082 Grant year Strike price Number of instruments outstanding Weighted average remaining contractual life2022 - 64 965 0.202022 - 74 082 1.20
NOTE 19 – WARRANTS
WARRANTS 2022 ACCOUNTING PRINCIPLES
Warrants 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.
The warrants are classified as equity and there is no subsequent remeasurement. Exercise of the warrant will be
at the agreed exercise price, with one warrant being exchanged for one share. Exercise of the warrants will be
recognized as an equity transaction. While the warrants are out-of-the-money there is no dilutive effect on EPS from
the outstanding warrants. No warrants were issued in 2023.
DESCRIPTION OF PROGRAM
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 will be NOK 2 million, where the two
have acquired shares in the market for NOK 200 thousand each and received 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 for both the CEO and the
Chairman. The Warrant A have an exercise period of four years and the Warrant B have 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 3.20 and NOK 2.94 for Warrant A and B, respectively.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
50 51
At the date of initial recognition the Group has recognized NOK 0.884 million and NOK 0.766 million as equity
(“Warrants Outstanding”) for Warrant A and Warrant B, respectively.
As of 31 December 2022, the Group had issued all warrants, however NOK 0.8 million were not paid in until January 2023. The basis for the fair value is the Black-Scholes option pricing model. The following parameters are used as basis for the calculation:Warrants A Warrants BRisk-free rate3.19 % 3.22 %Value of underlying share:NOK 18.31 NOK 18.31Duration 4.2 5.2 Strike priceNOK 32.02 NOK 36.82Volatility44.2 % 42.3 %Dividend - - Liquidity discount20.0 % 25.0 %
DESCRIPTION OF STOCK OPTION PROGRAM 2019
As announced on 15 November, 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 and has 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
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 options when issued was NOK 1.39 per warrant. Based on the 2 million options,
the outstanding liability as of 31 December 2021 was NOK 46.3 million. 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 price quoted for the 20 trading days period in advance of 30 November 2022. The cash amount was
calculated to NOK 7.6 million. As a result, the change in fair value resulted in a NOK 38.7 million gain for the year
ended 2022.
WARRANTS 2019 ACCOUNTING PRINCIPLES
The warrants issued under this program was assessed to be a financial liability. The financial liability was initially
measured at fair value, with subsequent changes in fair value recorded through profit or loss.
NOTE
20
–
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 31 December 2023, 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.Share capital Number of shares(NOK 1 000)31 December 2021 78 617 757 104 719 Share issuance 1 002 771 1 336 31 December 2022 79 620 528 106 055 Share buy back -7 295 747 -9 71831 December 2023 72 324 781 96 337
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.
SHARE BUY BACK
On 28 September 2023, the Company has resolved to buy 7,295,747 own shares (9.2% of the share capital) at price per
share of NOK 16.00. As such, the total share repurchase amounted to 116,731,952 NOK. The purpose of the share buy
back was to adjust the Company’s capital structure.
An Extraordinary Shareholder Meeting on November 14, 2023 resolved to decrease the share capital with
9,717,935.004 from NOK 106,054,543.296 to NOK 96,336,608.292 by deleting the 7,295,747 shares owned by the
company. After this, the total shares outstanding is 72 324 781.
The share capital reduction was registered with the Enterprise Register after the balance sheet date.
SHARE BASED PAYMENTS RESERVES
Share based payments represents cost charged to income statement over the vesting period based on the fair value
measured at grant date for equity-settled share-based payments provided to employees, including key management
personnel, as part of their remuneration.
TRANSLATION DIFFERENCE RESERVES
This reserve included unrealised gains and losses arising from foreign entities with functional currency other than
NOK and are recognised directly in other comprehensive income until the entity is disposed of, at which time the
cumulative gain or loss is recycled from other reserves and recognized as part of the gain or loss of the disposed
entity.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
52 53
WARRANTS OUTSTANDING
The warrants from the 2022 Warrant 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 measured at the fair value of the cash received for the warrants. As the warrants are classified as equity there is no
subsequent remeasurement even though the fair value of the option changes over time. The Warrant A and Warrant
B options have an exercise period of four or five years, respectively. Exercise of the warrant is at the agreed exercise
price, with one warrant being exchanged for one share. Exercise or expiration of the warrants shall be recognized in
equity.
NOTE
21
–
SHAREHOLDERS OF THE GROUP
Shareholder Holding StakeAcapital Cara Holdco AS 13 319 838 17%BNP Paribas 11 987 332 15%Carasent ASA 7 295 747 9%Swedbank AB 6 584 272 8%Avanza Bank AB 6 010 208 8%Skandinaviska Enskilda Banken AB 3 038 000 4%State Street Bank And Trust Comp 2 410 412 3%Caceis Investor Services Bank S.A. 2 242 498 3%Windchange AS 2 216 858 3%Jannerberg Invest AB 2 122 831 3%Nordnet Bank AB 2 028 541 3%London N.A. Jpmorgan Chase Bank 1 935 388 2%Skandinaviska Enskilda Banken AB 1 643 964 2%Danske Bank A/s 1 479 187 2%Skandinaviska Enskilda Banken AB 1 350 000 2%J.P. Morgan Se 1 300 000 2%Carnegie Investment Bank AB 1 229 500 2%Ttc Invest AS 800 000 1%Skandinaviska Enskilda Banken AB 648 364 1%Svenska Handelsbanken AB 635 631 1%Total Largest 20 Shareholders 70 278 571 88,3%Other Shareholders 9 341 957 11,7 %Total Shares Outstanding 79 620 528 100,0%
The Extraordinary Shareholder Meeting on 14 November, 2023 resolved to decrease the share capital with
9,717,935.004 from NOK 106,054,543.296 to NOK 96,336,608.292 by deleting 7,295,747 shares owned by the
company. After this, the total shares outstanding will be 72 324 781.
The share capital reduction was registered with the Enterprise Register after the balance sheet date.
NOTE
22
–
TRANSACTIONS
WITH
RELATED
PARTIES
Shares owned (both directly and indirectly) by the Board of Directors and key management as of 31 December 2023:
December 31, 2023Name Position SharesPetri Niemi Chairman 12 264 Ulrika Cederskog Sundling Board Member 20 000 Daniel Öhman CEO 26 115 Svein Martin Bjørnstad CFO 295 249 Niclas Hugosson CPO 2 557 038 Vilma Jonsson Head of Strategy 24 132 Total 2 934 798
Share options held by management as of 31 December 2023:
Share options 2023 Position Granted 2022 Exercised Terminated Total outstandingSvein Martin Björnstad CFO 1 540 - - 1 540 Niclas Hugosson Chief Product Officer 1 540 - - 1 540 Total 3 080 - - 3 080
Warrants held by Board of Directors and key management as of 31 December 2023:
Warrants Position Acquired 2022 Exercised Total outstandingPetri Niemi Chairman 260 588 - 260 588 Daniel Öhman CEO 260 588 - 260 588 Total 521 176 - 521 176
The following table presents an overview of transaction with related parties.
Transactions with related partiesRelated party Relationship Transaction type Currency 2023 2022 2021Camilla Skoog Consulting AB Board Member Consultation services SEK 392 684 - -
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 2023, there are no related party balance items as balance items.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
54 55
NOTE
23
–
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:
(Amounts in NOK 1 000) 2023 2022
Financial instruments measured at amortized cost
Customer receivables 36 548 27 575
Other Receivables 6 702 2 667
Cash and Cash Equivalents 373 884 697 276
Liabilities to Credit Institutions - (1 593)
Trade Accounts Payable (16 301) (20 245)
Other Current Liabilities (493) (12 285)
Net Financial Instruments measured at amortized cost 400 340 693 395
Financial instruments measured at fair value
Contingent earn out - (8 517)
Net Financial Instruments measured at fair value - (8 517)
Totat Net Financial Instruments 400 340 684 879
All financial instruments measured at fair value through profit or loss is categorized within level 3 valuation method,
see note 17 for more information.
It is the Group’s policy not to engage in trading of financial instruments.
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, except for SEK. The Group is exposed to SEK, EUR, GBP and
DKK. The currency exposure related to customers outside the Nordics is insignificant.
The following tables discloses the Group’s exposure to SEK and the impact on pre tax profit if exchange rate increases
10%:
FOREIGN EXCHANGE RISK
2023 2022(Amounts in specified currency 1 000) SEK (Amounts in specified currency 1 000) SEKTrade payables 3 592 Trade payables (6 210)Other current assets - Other current assets 744 Other current liabilities 750 Other current liabilities - Non current assets 116 140 Non current assets 75 000 Non current liabilities 23 233 Total 143 715 Total 69 534 Impact on pre tax profit(Amounts in NOK 1 000) 2023 2022Increase in SEK/NOK exchange rate of 10% 14 558 6 573 Exchange rates 31.12 2023 2022SEK/NOK 1.013 0.945
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.
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.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
56 57
The following tables discloses the maturity analysis for liabilities, showing its undiscounted remaining contractual
liabilities:
2023Carrying Less than 1 (Amounts in NOK 1 000) amountyear 1-2 years 3-5 years 5 years < TotalBorrowings from financial institutions - - - - - - Lease liabilities 50 170 14 754 24 037 17 498 - 56 290 Trade payable 16 301 16 301 - - - 16 301 Other payables 27 516 27 516 55 031 Total 93 987 58 571 24 037 17 498 - 127 622 2022Carrying Less than 1 (Amounts in NOK 1 000) amountyear 1-2 years 3-5 years 5 years < TotalBorrowings from financial institutions 1 593 625 968 - - 1 593 Lease liabilities 37 290 10 888 18 623 13 337 - 42 848 Trade payable 20 245 20 245 - - - 20 245 Contingent earn out 8 517 - 12 357 - - 12 357 Other payables 38 679 38 679 - - - 38 679 Total 106 323 70 437 31 948 13 337 - 115 722
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 87% with a cash balance of
NOK 373 million as of 31 December 2023. The Group does not have material interest-bearing loans.
NOTE
24
–
CLIMATE
RELATED
MATTERS
In preparing the financial statements, management has considered the impact of climate change, particularly in the
context of the material risks identified in the Board of Directors report. There has been no material impact identified
on the financial reporting judgements and estimates. In particular, management considered the impact of climate
change in respect of the following areas:
• Going concern and viability of the Group over the next years;
• Cash flow forecasts used in impairment assessments;
• Carrying value and useful economic lives of intangible assets
Whilst there is currently no medium-term impact expected from climate change, management are aware of the ever-
changing risks attached to climate change and will regularly assess these risks against judgements and estimates in
preparation of the Group’s financial statement.
NOTE
25
–
EVENTS
AFTER
THE
REPORTING
DATE
Sale of Confrere brand and customer contracts
On 5 February 2024, Carasent has entered into a contract to sell the Confrere brand and customer contracts to
Compodium AB. The Confrere assets’ financial impact on Carasent in 2023 was a revenue of 8.9 MNOK and EBITDA
effect of -1.0 MNOK.
Carasent acquired the customer contracts and the brand Confrere from Confrere 4 AS in August 2022. The technology
was not acquired by Carasent but was instead licensed from American company Daily. The sale of the Confrere assets
will result in a write-off of approximately 5 MNOK which can be reduced if Compodium is successful in it’s transfer of
customers to their own solution.
There were no other significant events after the balance sheet date.
NOTE
26
–
NEW
AND
AMENDED
STANDARDS
AND
INTERPRETATIONS
NEW AND AMENDED STANDARDS
Carasent ASA has applied the following amendments for the first time for their annual reporting period commencing 1
January 2023:
• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2.
• Deferred Tax related to Assets and Liabilities arising from a single transaction – amendments to IAS 12
The amendments listed above did not have any material impact on the amounts recognised in prior periods. There are
no other new or amended standards that affect the Group as of the year 2023.
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
58 59
CARASENT ASA FINANCIAL STATEMENTS 2023
CARASENT
ASA
FINANCIAL
STATEMENTS
CONSISTS
OF
Statement of Income 59
Statement of Financial Position 60
Statement of Cash Flows
62
Notes to Carasent ASA Financial Statements
63
OVERVIEW
OF
NOTES
TO
THE
CARASENT
ASA
FINANCIAL
STATEMENTS
Note 1 – General information 63
Note 2 – Summary of Significant Accounting Policies 63
Note 3 – Revenues 65
Note 4 - Compensation and Employee Benefits 65
Note 5 – Other Operational and Administrative Costs 65
Note 6 – Financial Income and Expenses 66
Note 7 - Income Tax 66
Note 8 – Shares in Subsidiaries 67
Note 9 – Transactions with related parties 68
Note 10 – Cash and Cash Equivalents 68
Note 11 – Equity 68
Note 12 – Share Based Payments 69
Note 13 – Stock Options 69
Note 14 – Events After the Balance Sheet Date 69
Alternative Performance Measures 70
STATEMENT OF INCOME
December 31, 2023 December 31, 2022
(Amounts in NOK 1 000)
Note
Revenue 3 28 346 22 044
Operating Revenues 28 346 22 044
Operating Expenses
Employee Compensation and Benefits
4 5 164 5 616
Other Operational and Administrative Expenses 5 29 517 27 515
Depreciation and amortization 5 -
Total Operating Expenses
34 686 33 131
Net Operating Income/(Loss) (6 339) (11 086)
Interest (Income)/Expenses (23 887) (1 276)
Other Financial (Income)/Expenses (3 305) (36 309)
Net Financial Items 6 (27 192) (37 585)
Net Income/(Loss) Before Income Taxes 20 853 26 498
Income Tax Expense/(Income) 7 - -
Net Income/(Loss)
20 853 26 498
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
60 61
STATEMENT OF FINANCIAL POSITION
December 31, December 31,
2023 2022
(Amounts in NOK 1 000) Note
ASSETS
Financial Non-Current Assets
Other Intangibles 142 -
Investments in Subsidiaries 8
487 281 474 649
Total Intangible Assets 487 423 474 649
Loans to Group Companies 9 145 220 89 223
Total Non-Current Assets 632 643 563 872
Current Assets
Receivables Group Companies 9
40 371 23 498
Prepaid Expenses 1 184 2 057
Cash and Cash Equivalents 10 344 675 644 363
Total Current Assets 386 230 669 919
TOTAL ASSETS 1 018 873 1 233 791
LIABILITIES AND SHAREHOLDERS EQUITY
December 31, December 31,
2023 2022
(Amounts in NOK 1 000) Note
Equity Attributed to Equity Holders of the Parent
Share Capital 11
96 337 106 055
Other Paid-in Capital 11 895 480 1 136 377
Retained Earnings (7 329) (28 181)
Share Based Payment Reserve 12 1 577 801
Outstanding Warrants 13
1 600 1 600
Total Shareholders Equity 11 987 664 1 216 651
Current Liabilities
Trade Accounts Payable
3 910
10 592
Accrued Expenses
3 037 4 723
Other Current Liabilities
727
1 825
Total Current Liabilities
7 674 17 140
TOTAL LIABILITIES AND EQUITY 1 018 873 1 233 791
OSLO, NORWAY
21 MARCH 2024
PETRI NIEMI
CHAIRMAN OF THE BOARD
TOMAS MEERITS
BOARD MEMBER
ULRIKA CEDERSKOG SUNDLING
BOARD MEMBER
CAMILLA SKOOG
BOARD MEMBER
DANIEL ÖHMAN
CEO
Total Non-Current Liabilities
Loans from Group Companies
23 535 -
23 535 -
9
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
62 63
STATEMENT OF CASH FLOWS
12 months ended
December 31,
2023
December 31,
2022
(Amounts in NOK 1 000)
Cash Flows from Operating Activities
Profit/(Loss) Before Tax 20 853 26 498
Interest (Income)/Expenses (23 887) -
Unrealised agio/disagio (3 425) -
Fair Value Adjustments Stock Options 13 - (38 669)
Share Based Payments 12 2 86
Change in Accounts Payable
(6 683) 8 560
Change in Current Assets & Liabilities (5 949) (17 108)
Net Cash Flows Provided by Operating Activities
(19 089) (20 632)
9
(55 997)
(142)
(108 032)
(89 223)
(11 896)
-
-
-
13 677
-
(30 823)
(197 255)
Cash Flows from Financing Activities
Issuance of Shares - 5 475
Transaction Cost Related to Issuance of Shares - (273)
Cash Settlement Stock Options 13 - (7 569)
Share buy back (116 732) -
Transaction Cost Related to Share buy back (806) -
Dividend paid (133 078) -
Issuance of Warrants 13 800 800
Cash Flows Used in Financing Activities (249 816) (1 567)
Effect of Exchange Rates on Cash and Cash Equivalents - -
Net Change in Cash and Cash Equivalents
(299 687) (219 454)
Cash and Cash Equivalents at Beginning of Period 644 363 863 817
Cash and Cash Equivalents at End of Period 344 676 644 363
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 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.
Cash Flows from Investing Activities
Investments in Intangible and Tangible Assets
Cash payments acquisition subsidiaries
Changes in loans to group companies
Changes in loans from group companies
Capital contribution in subsidiaries
Received interest
Cash Flows Used in Investing Activities
23 535
-
-
-
9
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
64 65
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
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.
NOTE
3
–
REVENUES
Carasent ASA has invoiced management fee for services provided to subsidiaries
(Amounts in NOK 1 000) 2023 2022
Other revenues 28 346 22 044
Total revenues 28 346 22 044
NOTE
4
-
COMPENSATION
AND
EMPLOYEE
BENEFITS
(Amounts in NOK 1 000) 2023 2022
Wages and salaries 4 438 4 643
Social security tax 503 704
Pension costs 216 159
Other benefits 7 110
Total Employee Compensation and Benefits 5 164 5 616
Average number of employees 2 2
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 5 – OTHER OPERATIONAL AND ADMINISTRATIVE COSTS
The following table summarizes the Other Operational and Administrative Costs:
(Amounts in NOK 1 000) 2023 2022
Marketing 171 295
Travel and entertainment 204 140
Rent and office expenses 2 000 1 300
Professional services 24 616 24 296
Utilities and maintenance costs 13 15
IT services 2 075 841
Other operating expenses 438 628
Total Operating Expenses 29 517 27 515
AUDIT FEES
The table below summarizes the components of the Company’s audit related fees (the amounts are ex VAT):
(Amounts in NOK 1 000) 2023 2022
Audit 1 849 1 481
Other assurance services 48 110
Tax services - -
Other services 10 3 745
Total Audit Fees 1 907 5 336
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
66 67
NOTE
6
–
FINANCIAL
INCOME
AND
EXPENSES
(Amounts in NOK 1 000) 2023 2022
Interest (Income) / Expense (23 887) (1 276)
Change in fair value of stock option liability, see note 12 - (38 669)
(Agio)/disagio (2 832) 2 360
Group contribution (472) -
Other financial items (1) -
Financial (Income) and Expense (27 192) (37 585)
NOTE
7
–
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:
(Amounts in NOK 1 000) 2023 2022
Tax payable - -
Changes in deferred tax - -
Total income tax expense - -
SPECIFICATION OF BASIS FOR DEFERRED TAX BALANCES:
(Amounts in NOK 1 000) 2023 2022
Non current assets (42) (60)
Gains and loss account - -
Other temporary differences - -
Total (42) (60)
Tax loss carried forward (258 923) (279 528)
Net temporary differences (258 966) (279 588)
Deferred tax liability (asset) (56 972) (61 509)
Of which not recognized 56 972 61 509
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 259.0 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) 2023 2022
Net Income (Loss) before tax 20 853 26 498
Expected income taxes at statutory tax rate 4 588 5 830
Permanent differences 9 1 247
Unrecognized deferred tax assets (4 537) (7 077)
Other changes (60) -
Income tax expense (0) 0
Effective tax rate in % 0% 0%
NOTE
8
–
SHARES
IN
SUBSIDIARIES
The following table summarizes the Company’s subsidiaries:
(Amounts in NOK 1 000)
Company Book value Incorporation/Acquisition Location Ownership interest & Voting Shares
Carasent Sverige AB
100 398 2018 Gothenburg, Sweden 100%
Carasent AS 30 2019 Oslo, Norway 100%
Carasent Norge AS 133 147 2020 Oslo, Norway 100%
Metodika AB 118 221 2021 Stockholm, Sweden 100%
Medrave Software AB 135 461 2022 Stockholm, Sweden 100%
Carasent Holding AB 24 2022 Stockholm, Sweden 100%
The following table summarizes the Company’s subsidiaries owned through subsidiaries:
(Amounts in NOK 1 000)
Company Incorporation/Acquisition Location Ownership interest & Voting Shares
HPI Health Profile Institute AB 2022 Stockholm, Sweden 100%
Medrave Software AS 2022 Oslo, Norway 100%
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
68 69
NOTE
9
–
TRANSACTIONS
WITH
RELATED
PARTIES
In 2023 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:
(Amounts in NOK 1 000)
Related party Relationship Receivables Liabilities Interest Revenue Costs
Total 2023 Subsidiaries 140 752 26 823 5 154 28 346 14 784
Total 2022 Subsidiaries 111 285 5 337 1 581 22 044 8 432
See also note 22 in the Consolidated Financial Statement.
NOTE 10 – 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:
(Amounts in NOK 1 000) 2023 2022
Cash at Bank 343 323 643 112
Restricted Cash 1 352 1 251
Total Cash and Cash Equivalents 344 675 644 363
NOTE 11 - EQUITY
The following table summarizes the net change in the Company’s shareholder equity:
(Amounts in NOK 1 000)
Share
Capital
Other Paid-in
Capital
Share Based
Payment
Reserve
Outstanding
warrants
Retained
Earnings
Total
Equity
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, 2022 106 055 1 136 377 801 1 600 (28 181) 1 216 651
Net Income for the Period - - - - 20 853 20 853
Not registered capital reduc-
tion
(9 718) (107 014) - - - (116 732)
Transaction Costs - (806) - - - (806)
Dividend paid - (133 078) - - - (133 078)
Share based payment - - 776 - - 776
Equity December 31, 2023 96 337 895 480 1 577 1 600 (7 329) 987 664
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
12
–
SHARE
BASED
PAYMENTS
For more information see Note 18 and 22 in
the Group Financial Statement.
NOTE
13
-
STOCK
OPTIONS
Find more information under note 19 in the Group Financial Statement.
NOTE 14 – EVENTS AFTER THE BALANCE SHEET DATE
There were no significant 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 2023, the statement of income and statement of
cash flows 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 consolidated statement of financial position as at 31 December 2023, the
consolidated statement of income, consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended,
and notes to the financial statements, including material accounting policy information.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2023, and its financial performance and its cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
• the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including 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.
2
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 6 years from the election by the general meeting of the
shareholders on 24 July 2018 for the accounting year 2018.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Goodwill impairment assessment
Refer to Note 11 – Goodwill and impairment testing
The key audit matter
How the matter was addressed in our audit
As at 31 December 2023 the Group reported
goodwill of NOK 405 million. The total goodwill
relates to five cash generating units.
Goodwill is subject to annual impairment testing and
estimating the recoverable amount of the related
cash generating unit, including the goodwill, requires
management judgment of key assumptions such as
future revenues, EBIT margin and discount rate.
Due to the estimation uncertainty and management
judgment the goodwill impairment assessment is
considered to be a key audit matter.
No impairment of goodwill was recognized.
We critically assessed management's key
assumptions forming the basis for the Group's
value in use calculations. Our procedures included:
• evaluating management's assessment and
determination of cash generating units;
• evaluating the historical accuracy of
management’s budgets and forecasts and
challenging management on the current
year cash flow forecasts as well as the
timing of future cash flows;
• challenging management on the growth
assumptions and management’s future
business plan assumptions with reference
to current market conditions;
• assessing the mathematical and
methodological integrity of management's
impairment models and the discount rates
applied with reference to market data; and
• obtaining and evaluating management's
sensitivity analysis to determine the
impact of reasonably possible changes
including performing our own independent
sensitivity calculations to quantify the
downside changes to management's
models required to result in impairment.
We have also assessed whether the disclosures
regarding key assumptions and sensitivities
adequately reflected the underlying assets'
impairment assessments.
3
Capitalization of Development cost
Refer to Note 12 – Intangible assets
The key audit matter
How the matter was addressed in our audit
In 2023 the Group capitalized NOK 65 million in
development cost. One development project was
terminated during the period, resulting in an
impairment charge of NOK 40 million. As at 31
December 2023 the group reported a total carrying
amount of NOK 137 million in capitalised
development costs.
Key criteria for capitalizing development costs are
the ability to implement the development projects.
Ability to implement includes their technical
feasibility, the intention to complete them and the
ability to use them, as well as the realization of an
expected future economic benefit and reliable
measurement of the cost of the asset.
Capitalization of cost has a direct impact on net
operating income. This requires management to
implement policies, procedures and controls that
both provides reliable measurement of the cost of
the asset and prevents capitalization of costs that
does not meet capitalization criteria.
Development of improved and additional
functionality on existing software and solutions
involves judgment in distinguishing between
development cost that should be capitalized, versus
maintenance that should be expensed.
As capitalized development costs have a material
impact on net operating income it is considered to be
a key audit matter.
Our audit procedures in this area included:
• evaluating the process for identifying
development costs, particularly with
reference to the criteria for capitalization;
• evaluating the design of controls relating
to capitalization of development costs;
• performing substantive audit procedures
over the basis for capitalized costs,
including agreeing project reports to
timesheets and recalculating cost per hour
and total cost;
• evaluating the applied amortization
method for capitalized costs;
• challenging management on the growth
assumptions and management’s future
business plan assumptions with reference
to current market conditions;
• obtaining management’s documented
review and assessment of financial- and
technological status and progress of
material development projects.
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
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements. We have nothing
to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the reporting on Corporate Social
Responsibility, as included in the Board of Directors’ report, and the report on Corporate Governance.
4
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group
that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern.
The financial statements of the Company use the going concern basis of accounting insofar as it is not likely
that the enterprise will cease operations. The consolidated financial statements of the Group use the going
concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's and the Group's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
5
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of 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 5967007LIEEXZXI9ZS60-2023-12-31-en, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on
the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
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.
O
slo, 21 March 2024
KPMG AS
Øyvind Skorgevik
State Authorised Public Accountant
ANNUAL REPORT ANNUAL REPORT
CARASENT CARASENT
2023 2023
70 71
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.
EBITDA - Capex is defined as EBITDA less capitalized development costs.
The tables below set out the reconciliation of the APMs described above:
12 Months Ended
December 31, 2023 December 31, 2022
(Amounts in NOK 1 000)
Net Income/(Loss)
(46 445) 31 170
Income Tax Expense/(Income) (3 632) 2 704
Net Financial Items (27 445) (35 235)
Net Operating Income/(Loss) (77 522) (1 361)
Depreciation and Amortization 50 895 34 081
Derecognition intangible assets 39 968 -
(a) EBITDA
13 341 32 720
Adjusted for:
Transaction costs
1 162 6 908
Share Based Payments 812 2 303
Other special operating items 1 649 4 332
Restructuring costs
4 350 -
(b) Adjusted EBITDA
21 314 46 263
(c) Operating revenue 243 984 195 260
EBITDA Margin (a/c) 5,47% 16,76%
Adjusted EBITDA Margin (b/c) 8,74% 23,69%
(Amounts in NOK 1 000)
Net Income/(Loss)
-46 445 31 170
Income Tax Expense/(Income) -3 632 2 704
Net Financial Items -27 445 -35 235
(a) EBIT -77 522 -1 361
Adjusted for: - -
Transaction costs 1 162 6 908
Share based payments 812 2 303
Other special operating items 1 649 4 332
Restructuring costs 4 350 -
Derecognition intangible assets
39 968 -
Write-off lease asset IFRS (non-cash)
1 662 -
Amortization excess values 7 237 6 713
(b) Adjusted EBIT (20 682) 18 895
(c) Operating revenue 243 984 195 260
EBIT Margin (a/c) (31,77)% (0,70)%
Adjusted EBIT Margin (b/c) -8,48% 9,68%
ANNUAL REPORT 2023
72
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.
ANNUAL REPORT
CARASENT
2023
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