Quarterly Report • Jul 15, 2022
Quarterly Report
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| Carasent at a glance | 3 |
|---|---|
| Highlights | 4 |
| Letter to our shareholders | 7 |
| Key Figures | 9 |
| Consolidated financial performance | 14 |
|---|---|
| Consolidated statement of income | 19 |
| Consolidated statement of comprehensive income | 20 |
| Consolidated statement of financial position | 21 |
| Consolidated statement of cash flows | 23 |
| Consolidated statement of changes in equity | 24 |
| Note 1 – General information |
25 |
|---|---|
| Note 2 – Business combination |
26 |
| Note 3 – Revenue |
29 |
| Note 4 – Share incentive program |
30 |
| Note 5 – Other operating expenses |
31 |
| Note 6 – Equity |
32 |
| Note 7 – Expenses for changes in fair value of |
33 |
| previously issued stock options | |
| Note 8 – Events after the balance sheets date |
34 |
| Alternative Performance Measures | 35 |
| Responsibility Statement | 37 |
Our journey started in the spring of 2018 when Apptix ASA, now Carasent, acquired Evimeria EMR AB, a Swedish company that deliver cloud based electronic health record (EHR). Since then, three acquisitions have been completed, adding new products to our portfolio and new customer segments to our customer list. Our main products are 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. This provides customers with a full service offering within our systems.
Our ecosystem of solutions makes Carasent unique. Bringing together what were previously individual products, geographic markets and people as one Carasent, enables us to extract several synergies between our entities. At the same time, Carasent becomes a one-stop shop for clinics and can cover all needs through one platform. We believe in innovation that offers a new kind of accessibility and availability for patients and practices. For us this means significant cost reductions compared to maintaining several different platforms, hence a more scalable business model.
Carasent is on a very exciting journey within the e-health sector, and our ambition is to continue to expand our business both organically and through acquisitions. Our growth strategy is built on expanding our business through three main dimensions: new products and services, new customer segments and new geographic areas.
Revenue up 46% to NOK 46.5 million. Acquisitions accounted for NOK 10.8 million, 74% of the increase
Organic YoY revenue growth of 16% in Q2, with constant currency rates
Organic YoY recurring revenue growth of 16% in Q2, with constant currency rates
Adjusted EBITDA of NOK 13.0 million and margin of 28.0% in Q2 2022 9.2
Adjusted EBIT of NOK 6.6 million and margin of 14.1% in Q2 2022
Revenue up 52% to NOK 91.3 million. Acquisitions accounted for NOK 22.8 million, 73% of the increase
Organic YoY revenue growth of 19% in H1, with constant currency rates
Organic YoY recurring revenue growth of 20% in H1, with constant currency rates
Adjusted EBITDA of NOK 26.8 million and margin of 29% in H1 2022 9.2
Adjusted EBIT of NOK 14.2 million and margin of 16% in H1 2022
Hired Daniel Öhman as new CEO
Signed 37 new clinics in Sweden.
The second quarter was another important step on our growth journey with high activity and the achievement of several key milestones. We signed 37 new clinics for Webdoc in Sweden, demonstrating a strong momentum within our core market. In June, we also signed our first customer in the Norwegian market for Webdoc. Finally, signing Daniel Öhman as new CEO was maybe the most important step for our future journey.
Carasent's revenues grew in the second quarter of 2022 to a total revenue of NOK 46.5 million, up 46% from last year. Currency differences affected revenues negatively within the quarter with NOK (1.5) million compared to the same quarter last year. The year-over-year organic growth was 16% in Q2, driven by a growing recurring revenue base. We grew our recurring revenues by 44% in total and 16% organically in Q2, compared to Q2 2021. The year-over-year organic growth rates were affected by strong comparables in Q2 2021, driven by boosted variable add-on services from pandemic related vaccinations. Organic growth rates are presented with constant currency rates.
Signing 37 new clinics for Webdoc in Sweden signalizes a gradual return to normality after the pandemic. It demonstrates that customers are more actively looking for new solutions. Carasent has a full-service product offering for customers within our target segments. This gives us a unique position and opportunity in the Nordic market. Our ecosystem of services and open platform goes well in line with the sentiment among customers. The broader market has an increasing focus on partnerships and integrations, which is a core part of our strategy. Partnerships and integrations were also key topics at the Nordic Vitalis e-health conference in May, where we launched Carasent as a brand with very positive feedback from the market.
Our first customer in Norway is a key milestone for our international expansion. It will help us tailor Webdoc for Norwegian customers and eventually increase our presence in the Norwegian market, significantly. Introducing Webdoc to the Norwegian market will naturally take some time, but our signing is a crucial part of gaining Norwegian presence in the long term. Furthermore, it also brings relevant experience into our organization for further geographical expansion.
Currently, we have higher capex levels related to development compared to historical figures, driven by the Webdoc expansion into the Norwegian market and our new platform for the European market, Webdoc X. We do not expect any material revenues from these new initiatives during the next few quarters but invest now to drive long term growth significantly. We aim to launch Webdoc X commercially in 2023.
M&A activity was high with several processes pursued during the quarter. However, we see a challenge in bridging the value expectations of seller with our willingness to pay, because the value expectations of entrepreneurs continues to run at an elevated level compared to the public markets. We are seeing improvements here and are monitoring the markets closely, expecting attractive opportunities to arise over the coming quarters.
On June 16th, we announced the appointment of new CEO Daniel Öhman. Öhman has been with GHP Speciality Care in various positions since 2006, and has managed the company during heavy expansion, both financially and geographically. He has experience from growing business in the UK, Czech Republic, the Middle East, Denmark, and Norway. His industry knowledge and experience of both organic and international growth is very much aligned with Carasent's ambitions going forward. We are confident that this change in management will benefit our customers, employees, and investors.
There are huge unmet needs within the healthcare industry and an unquestionable need for digital tools to increase efficiency. We are uniquely positioned, and the timing is excellent.
Dennis Höjer CEO
| NOK million | Q2 2022 |
Q2 2021 |
H1 2022 |
H1 2021 |
FY 2021 |
FY 2020 |
FY 2019 |
|---|---|---|---|---|---|---|---|
| Revenue | 46.5 | 32.0 | 91.3 | 60.2 | 137.1 | 70.6 | 47.9 |
| Adjusted EBITDA2 Adj. EBITDA margin |
13.0 28.0% |
12.7 39.8% |
26.8 29.3% |
21.9 36.4% |
45.5 33.2% |
23.3 33.0% |
11.9 24.8% |
| Adjusted EBIT2 | 6.6 | 8.0 | 14.2 | 12.6 | 26.1 | 14.3 | 7.7 |
| Adj. EBIT margin | 14.1% | 24.9% | 15.6% | 20.9% | 19.0% | 20.3% | 16.2% |
We grew total revenues to NOK 46.5 million in Q2 2022, up 46% from last year. Acquisitions accounted for NOK 11 million, 74% of the increase.
Organic growth year-over-year (YoY) amounted to 16%1 , driven by both existing and new customers. The organic growth rates are slightly lower than previous quarters due to strong comparable figures in Q2 2021 driven by boosted variable add-on services from pandemic related vaccinations. Currency differences affected revenues negatively with NOK 1.5 million compared to the same quarter last year. The average SEK/NOK currency rate was 0.95 in H1 2022 vs. 1.01 in H1 2021.
| NOK million | H1 2022 |
H1 2021 |
Q2 2022 |
Q1 2022 |
Q4 2021 |
Q3 2021 |
Q2 2021 |
|---|---|---|---|---|---|---|---|
| Webdoc EHR |
23.1 | 19.6 | 11.9 | 11.3 | 11.0 | 10.4 | 10.0 |
| Other EHR |
22.0 | 13.0 | 11.2 | 10.9 | 11.2 | 10.8 | 7.2 |
| Platform Services | 38.2 | 22.0 | 19.0 | 19.1 | 12.4 | 12.4 | 12.0 |
| Consulting & Other | 8.0 | 5.6 | 4.5 | 3.5 | 5.4 | 3.3 | 2.8 |
| Total revenue | 91.3 | 60.2 | 46.5 | 44.8 | 40.0 | 36.9 | 32.0 |
We grew our recurring revenues – Webdoc EHR, other EHR and Platform Services – by 44%, reaching NOK 42.1 million in Q2 2022 compared to NOK 29.1 million the same quarter last year. The organic recurring revenue growth was driven by net retention rates of 8.4% and growth from new customers of 7.4%.
From an H1-perspective, our total revenue growth was 52%, and the organic growth was 19%.
Webdoc EHR revenues grew 19% YoY to NOK 11.9 million in Q2, and18% YoY in H1 2022. Adjusted for currency effects Webdoc EHR revenues grew 25% YoY in Q2, showing a continued strong development in our core markets. Growing the revenues from Webdoc customers is a strategic target, as this will increase the revenue per customer and operating margins. We have a long-term ambition to convert customers to the Webdoc platform from our other EHR solutions.
Other EHR revenues grew 56% YoY to NOK 11.2 million in Q2 2022, and 69% YoY H1 2022. This includes the EHR revenues from Metodika and Avans Soma. The growth was driven by a strong underlying organic growth for Avans Soma, and the acquisition of Metodika EPM that was integrated in June 2021.
Platform services revenues grew 59% YoY to NOK 19.0 million in Q2 2022, and 74% YoY H1 2022. The growth was accelerated during the first quarter of 2022 by the acquisition of Medrave, adding highly attractive complementary quality improvements, and business intelligence solutions to our portfolio. Growth rates for add-on services related to Webdoc, such as booking and SMS services, were affected by strong comparable figures in Q2 2021 related to vaccinations. This also affected the total organic growth rates for the group and net retention rates.
The ratio of total EHR revenues to platform services revenues was 1:0.8 in Q2 2022 for the group as compared to 1:0.7 in Q2 2021. The increase was driven by a new, growing ecosystem of services and the acquisition of Medrave, while the variable add-on services had a countereffect as described above. Increasing this ratio higher in favor of platform services revenues is a strategic priority going forward. We are broadening our product portfolio both organically and through acquisitions, and our customer base demands new add-on services.
Annual Recurring Revenues (ARR) grew to NOK 169 million in Q2 2022 compared to NOK 135 million in Q2 2021, corresponding to a growth of 25%. The organic ARR growth in Q2 2022 was 13%¹ YoY and composed of an increased revenue from existing customers, new customers being added and increased penetration of platform services on our customer base.
Consulting and other revenues grew 58% to NOK 4.5 million. Consulting revenue growth was strong during the quarter primarily driven by specific projects for large customers within our own premise EHR systems and implementation of new customers.
Adjusted EBITDA increased 3% to NOK 13.0 million compared to Q2 2021, while margins decreased from 40% to 28% for the group. As was previously communicated, the acquisitions completed during the last year has had a positive impact on gross margins, but a dilutive impact on operating margins in the short term. We are also building the foundation for long-term growth, where we are investing in management capacity and infrastructure that can scale with the business in the long term. These investments affect margins in the short term but facilitate rapid and cost-effective growth.
Q2 gross margins increased by 1.2 percentage points to 84.9% in Q2 2022 compared to 83.7% in Q2 2021. The change in margins was primarily driven by the acquisitions completed in the period with a slightly higher gross margin than the existing business, due to a lower share of platform services.
Non-recurring operating expenses were NOK 2.3 million in Q2 2022, out of which NOK 0.3 million were related to the bonus shares given to employees in the Employee Investment Matching Program launched in March 2022 and the remaining NOK 2.0 million was related to M&A transaction costs, equity issue costs, recruitment of senior management capacity and other non-recurring items.
The Carasent team continues to grow, and we are building an organization ready to take the company to the next level. Ending Q2, the number of employees in the Group was 136, of which 76 are working with Research & Development (R&D), 13 with Sales and Marketing (S&M), 9 with General & Administrative (G&A) and 37 with Operations. Carasent also uses external consultants for individual projects.
| Employees | Q2 2022 |
Q1 2022 |
Q4 2021 |
Q3 2021 |
Q2 2021 |
Q1 2021 |
|---|---|---|---|---|---|---|
| G&A | 9 | 8 | 8 | 7 | 6 | 5 |
| R&D | 76 | 73 | 60 | 59 | 55 | 44 |
| S&M | 13 | 11 | 10 | 9 | 8 | 6 |
| Operations | 37 | 37 | 30 | 29 | 30 | 22 |
| Total | 136 | 129 | 108 | 104 | 99 | 77 |
Performance and growth rates were in line with guidance during Q2 2022. We grew total revenues in Q2 2022 to NOK 46.5 million and NOK 91.3 million in H1 2022. We are performing in line with our guidance on total revenue above NOK 200 million for 2022, excluding potential from additional M&A and currency effects. Currency effects have had a negative impact on revenues of NOK 4.0 million in H1, compared to the same period last year. Adjusted EBITDA margin for Q2 2022 was 28% and 29% in H1 2022.
The investments in tangible and intangible assets, excluding acquisitions, amounted to NOK 22.9 million during Q2 2022. Capitalized development totaled NOK 21.5 million during Q2, of which NOK 14.1 million was related to new initiatives and the remaining NOK 7.4 million was related to expansion of our existing markets.
Capitalized development costs included internally generated development costs of NOK 11.9 million and externally generated development costs of NOK 9.6 million during Q2 2022. For H1 2022, the costs were NOK 23.0 and 16.9, respectively.
| NOK million | Q2 2022 |
Q2 2021 |
H1 2022 |
H1 2021 |
FY 2021 |
FY 2020 |
FY 2019 |
|---|---|---|---|---|---|---|---|
| Existing markets | 7.4 | 6.1 | 15.6 | 12.2 | 20.9 | 16.1 | 10.7 |
| New initiatives | 14.1 | 2.7 | 24.4 | 3.5 | 17.4 | ||
| Total capitalized development | 21.5 | 8.8 | 40.0 | 15.7 | 38.3 | 16.1 | 10.7 |
Capitalized development costs related to existing markets accounted for NOK 7.4 million in Q2 2022 compared to NOK 6.1 million in Q2 2021, corresponding to a growth of 21%. This included development of existing and upcoming products in our existing markets.
The investment into new initiatives is related to geographical expansion of Webdoc to the Norwegian market and our new platform for the European market, Webdoc X. These initiatives currently require significant additional investments in product development and does not generate any revenues. Extensive market research has shown that the market is ripe for disruption, and we see a window of opportunity with our strong product portfolio in new geographical markets. We don't expect material revenues from these initiatives in the next few quarters, but we invest to drive the long-term organic growth for Carasent.
We reached a key milestone for our international expansion, signing our first customer in Norway. It will help us tailor our services for new customers and eventually increase our presence in the Norwegian market. Learning and developing takes time, but our signing is a crucial part of gaining long-term presence in Norway. Furthermore, it also brings relevant experience into our organization for further product adaptation and geographical expansion. We are looking forward to cooperating with Vertikal Helse moving forward.
As earlier communicated, we are currently investing significantly into an EHR platform tailored for the broader European market, Webdoc X. In the spring of 2021, we established a collaboration with the Swedish digital healthcare provider Mindler in their European launch. In parallel with this, we have conducted comprehensive market research, which confirmed our hypothesis that privatized healthcare often lacks digital solutions to meet the need for enhanced efficiency and patient offerings. We aim to launch commercially in 2023.
Revenue of NOK 46.5 million in Q2 2022, an increase of 46% as compared to NOK 32.0 million in Q2 2021. Revenue growth was driven by a combination of organic growth and the acquisitions of Medrave and Metodika. The acquisitions accounted for 10.8 million or 74% of the increase in revenues.
Q2 gross profit increased YoY by NOK 12.8 million or 47,7%. The increase in gross profit is primarily attributed by the 46% YoY revenue growth within the quarter. Gross margin increased 1.2 percentage points to 84.9% in Q2 2022 compared to 83.7% in Q2 2021. The change in margins was primarily driven by the acquisitions completed during the last twelve months, with a slightly higher gross margin than the organic business.
Personnel expenses totaled 18.6 million in Q2 2022, an increase of 105% compared to the same quarter last year. The increase was driven by the acquisitions of Metodika and Medrave. Personnel expenses are also impacted by our investments in management capacity and senior management recruitment cost. These investments affect margins in the short term but facilitate rapid and costeffective growth going forward.
Other operational and administrative expenses totaled 10.2 million in Q2 2022, an increase of 23.2% compared to the same quarter last year driven mainly by an increase in the number of employees.
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) of NOK 10.7 million in Q2 2022, compared to NOK 9.4 million in Q2 2021.
Non-recurring operating expenses were NOK 2.3 million in Q2 2022, out of which NOK 0.3 million were related to the bonus shares given to employees in the Employee Investment Matching Program launched in March 2022 and the remaining NOK 2.0 million was related to M&A transaction costs, equity issue costs, recruitment of senior management capacity and other non-recurring items.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) of NOK 13.0 million in Q2 2022, compared to NOK 12.7 million in Q2 2021. Adjusted EBITDA is adjusted for one-time expenses of NOK 2.3 million.
Depreciation and amortization in the Group in Q2 2022 totaled NOK 8.1 million, of which NOK 1.7 million was PPA related amortization.
Earnings before Interest and Taxes (EBIT) of NOK 2.6 million compared to NOK 3.6 million in Q2 2021.
Adjusted Earnings before Interest and Taxes (Adjusted EBIT) of NOK 6.6 million compared to NOK 8.0 million in Q2 2021. Adjusted EBIT is adjusted for one-time expenses of NOK 2.3 million and PPA related amortization of NOK 1.7 million.
Including positive changes in fair value of previously issued stock options of NOK 2.3 million in Q2 2022, the result was a net profit of NOK 2.4 million as compared to NOK 19.9 million during Q2 2021.
Capitalized development amounted to NOK 21.5 million in Q2 2022, where NOK 14.1 million was related to new initiatives in new markets and the remaining NOK 7.4 was related to existing and upcoming products in our existing markets .
Cash balance was NOK 771 million as per end Q2 2022.
Revenue of NOK 91.3 million in H1 2022, an increase of 52% as compared to NOK 60.2 million in H1 2021. Revenue growth was driven by a combination of organic growth and the acquisitions of Medrave and Metodika. The acquisitions accounted for 22.8 million or 72.3% of the increase in revenues.
H1 gross profit increased YoY by NOK 27.1 million or 54.2%. The increase in gross profit is primarily attributed by the 52% YoY revenue growth within the quarter. Gross margin increased 1.4 percentage points to 84.3% in H1 2022 compared to 83% in H1 2021. The change in margins was primarily driven by the acquisitions completed during the last twelve months, with a slightly higher gross margin than the organic business.
Personnel expenses totaled 36.7 million in H1 2022, an increase of 100% compared to the same quarter last year, impacted by the acquisitions of Metodika and Medrave. Personnel expenses are also impacted by our investments in management capacity and senior management recruitment cost. These investments affect margins in the short term but facilitate rapid and cost-effective growth going forward.
Other operational and administrative expenses totaled 18.8 million in H1 2022, an increase of 44.1% compared to the same quarter last year driven mainly by an increase in the number of employees.
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) of NOK 21.6 million in H1 2022, compared to NOK 18.6 million in H1 2021.
Non-recurring operating expenses were NOK 5.2 million in H1 2022, out of which NOK 1.7 million were related to the discount and bonus shares given to employees in the Employee Investment Matching Program launched in March 2022 and the remaining NOK 3.5 million was related to M&A transaction costs and other non-recurring items.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) of NOK 26.8 million in H1 2022, compared to NOK 21.9 million in H1 2021. Adjusted EBITDA is adjusted for one-time expenses of 5.2 NOK million.
Depreciation and amortization in the Group in H1 2022 totaled NOK 15.9 million, of which NOK 3.3 million was PPA related amortization.
Earnings before Interest and Taxes (EBIT) of NOK 5.7 million compared to NOK 7.3 million in H1 2021.
Adjusted Earnings before Interest and Taxes (Adjusted EBIT) of NOK 14.2 million compared to NOK 12.6 million in H1 2021. Adjusted EBIT is adjusted for one-time expenses of NOK 8.5 million and PPA related amortization of NOK 3.3 million.
Including positive changes in fair value of previously issued stock options of NOK 27.1 million in H1 2022, the result was a net profit of NOK 27.8 million as compared to NOK 12.3 million during H1 2021.
Capitalized development amounted to NOK 40.0 million in H1 2022, where NOK 24.4 million was related to new initiatives in new markets and the remaining NOK 15.6 was related to existing and upcoming products in our existing markets.
| 3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|
| June 30, 2022 |
June 30, 2021 |
June 30, 2022 |
June 30, 2021 |
||
| (Amounts in NOK 1 000) | Note | ||||
| Revenue | 46 545 | 31 969 | 91 337 | 60 219 | |
| Operating Revenues | 3 | 46 545 | 31 969 | 91 337 | 60 219 |
| Cost of Sales | 7 019 | 5 207 | 14 335 | 10 269 | |
| Gross Profit | 39 526 | 26 762 | 77 003 | 49 950 | |
| Operating Expenses | |||||
| Employee Compensation and Benefits | 4 | 18 616 | 9 079 | 36 668 | 18 338 |
| Other Operational and Administrative Expenses | 5 | 10 200 | 8 277 | 18 755 | 13 015 |
| Depreciation and Amortization | 8 134 | 5 759 | 15 897 | 11 277 | |
| Total Operating Expenses | 36 950 | 23 115 | 71 320 | 42 630 | |
| Net Operating Income/(Loss) | 2 575 | 3 647 | 5 682 | 7 319 | |
| Financial Items | |||||
| Interest Expenses | 241 | 171 | 696 | 330 | |
| Other Financial (Income)/Expenses | 7 | (1 888) | (17 312) | (26 534) | (6 910) |
| Net Financial Items | (1 647) | (17 140) | (25 839) | (6 581) | |
| Net Income/(Loss) Before Income Taxes | 4 223 | 20 787 | 31 521 | 13 900 | |
| Income Tax Expense/(Income) | 1 819 | 856 | 3 729 | 1 642 | |
| Net Income/(Loss) | 2 404 | 19 931 | 27 792 | 12 258 | |
| Attributable to Equity Holders of the Parent | 2 404 | 19 931 | 27 792 | 12 258 | |
| Earnings Per Share: | |||||
| Basic earnings per share | 0.03 | 0.34 | 0.35 | 0.22 | |
| Diluted earnings per share | 0.03 | 0.34 | 0.34 | 0.22 |
| 3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|
| (Amounts in NOK 1 000) | June 30, 2022 |
June 30, 2021 |
June 30, 2022 |
June 30, 2021 |
|
| Net Income/ (Loss) | 2 404 | 19 931 | 27 792 | 12 258 | |
| Changes in Translation Differences | 9 248 | 3 082 | (3 538) | (4 907) | |
| Items that may be Reclassified Subsequently to the Income Statement |
9 248 | 3 082 | (3 538) | (4 907) | |
| Total Other Comprehensive Income/(Loss) for the Period |
9 248 | 3 082 | (3 538) | (4 907) | |
| Total Comprehensive Income/(Loss) for the Period |
11 652 | 23 013 | 24 254 | 7 352 | |
| Attributable to Equity Holders of the Parent |
11 652 | 23 013 | 24 254 | 7 352 |
| June 30, 2022 |
December 31, 2021 |
||
|---|---|---|---|
| (Amounts in NOK 1 000) | Note | ||
| ASSETS | |||
| Non-Current Assets | |||
| Goodwill | 372 646 | 271 990 | |
| Customer Relationships | 31 675 | 26 733 | |
| Technology | 124 692 | 76 186 | |
| Total Intangible Assets | 2 | 529 013 | 374 909 |
| Tools and Equipment | 2 269 | 1 507 | |
| Right of Use Asset | 20 360 | 14 612 | |
| Deferred Tax Assets | - | 327 | |
| Total Non-Current Assets | 551 641 | 391 354 | |
| Current Assets | |||
| Customer Receivables | 23 066 | 20 093 | |
| Other Receivables | 2 989 | 3 455 | |
| Prepaid Expenses | 3 569 | 2 161 | |
| Cash and Cash Equivalents | 771 186 | 883 756 | |
| Total Current Assets |
800 811 | 909 465 | |
| TOTAL ASSETS | 1 352 452 | 1 300 818 |
| June 30, 2022 |
December 31, 2021 |
||
|---|---|---|---|
| (Amounts in NOK 1 000) | Note | ||
| LIABILITIES AND SHAREHOLDERS EQUITY | |||
| Equity Attributed to Equity Holders of the Parent |
|||
| Share Capital | 6 | 105 892 | 104 719 |
| Other Paid-in Capital | 1 133 352 | 1 105 556 | |
| Other reserves | (5 788) | (2 560) | |
| Retained Earnings | (8 647) | (36 440) | |
| Total Shareholders Equity | 1 224 809 | 1 171 274 | |
| Lease Liability | 14 160 | 10 634 | |
| Deferred Tax Liability | 18 543 | 9 864 | |
| Other Non-Current Liabilities | 73 | - | |
| Total Non-Current Liabilities | 32 776 | 20 497 | |
| Current Liabilities | |||
| Trade Accounts Payable | 10 734 | 8 942 | |
| Accrued Expenses | 29 200 | 24 027 | |
| Contract Liability | 25 846 | 17 506 | |
| Liability Stock Option Program | 7 | 19 114 | 46 238 |
| Current Lease Liability | 7 932 | 5 703 | |
| Other Current Liabilities | 2 040 | 6 630 | |
| Total Current Liabilities | 94 867 | 109 047 | |
| TOTAL LIABILITIES AND EQUITY | 1 352 452 | 1 300 818 |
| 6 months ended | |||
|---|---|---|---|
| (Amounts in NOK 1 000) | Note | June 30, 2022 |
June 30, 2021 |
| Cash Flows from Operating Activities | |||
| Profit/(Loss) Before Tax | 31 521 | 13 900 | |
| Depreciation and Amortization | 15 897 | 11 277 | |
| Interest Expense | 696 | 360 | |
| Fair Value Adjustments Stock Options | 7 | (27 124) | (6 941) |
| Share based payment | 1 679 | - | |
| Change in Accounts Receivable | (1 712) | (1 507) | |
| Change in Accounts Payable | 1 447 | 8 846 | |
| Change in Current Assets & Liabilities | 4 341 | (2 243) | |
| Net Cash Flows Provided by Operating Activities | 26 745 | 23 692 | |
| Cash Flows from Investing Activities | |||
| Investments in Intangible and Tangible Assets | (41 223) | (14 615) | |
| Acquisition of Company, Net of Cash Paid | 2 | (99 449) | (86 897) |
| Cash Flows Used in Investing Activities | (140 672) | (101 512) | |
| Cash Flows from Financing Activities | |||
| Issuance of Shares | 6 | 5 475 | 367 625 |
| Transaction Cost Related to Issuance of Shares | 6 | (273) | (21 304) |
| Payment Lease Liability | (3 443) | (2 055) | |
| Repayment of Debt | - | - | |
| Paid Interest | (696) | (360) | |
| Cash Flows Used in Financing Activities | 1 064 | (471) | |
| Effect of Exchange Rates on Cash and Cash Equivalents |
294 | (471) | |
| Net Change in Cash and Cash Equivalents | (112 570) | 265 614 | |
| Cash and Cash Equivalents at Beginning of Period | 883 756 | 221 155 | |
| Cash and Cash Equivalents at End of Period | 771 186 | 468 770 |
| Other | reserves | |||||
|---|---|---|---|---|---|---|
| (Amounts in NOK 1 000) |
Share Capital |
Other Paid in Capital |
Share based payment reserve |
Translation Difference Reserves |
Retained Earnings |
Total Equity |
| Equity December 31, 2020 | 73 307 | 354 630 | - | 9 329 | (36 290) | 400 975 |
| Net Income for the Period | - | - | - | - | 12 258 | 12 258 |
| Other Comprehensive | ||||||
| Income/(Loss) | - | - | - | (4 907) | - | (4 907) |
| Total Comprehensive | ||||||
| Income/(Loss) | - | - | - | (4 907) | 12 258 | 7 353 |
| Share Issuance | 15 445 | 372 443 | - | - | - | 387 888 |
| Transaction Costs | - | (21 206) | - | - | - | (21 206) |
| Equity June 30, 2021 | 88 752 | 705 867 | - | 4 422 | (24 031) | 775 010 |
| Other | reserves | |||||
|---|---|---|---|---|---|---|
| (Amounts in NOK 1 000) | Share Capital |
Other Paid in Capital |
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 Other Comprehensive |
- | - | - | - | 27 792 | 27 792 |
| Income/(Loss) | - | - | - | (3 538) | - | (3 538) |
| Total Comprehensive | ||||||
| Income/(Loss) | - | - | - | (3 538) | 27 792 | 24 254 |
| Share Issuance | 1 173 | 26 700 | - | - | - | 27 873 |
| Transaction Costs | - | (273) | - | - | - | (273) |
| Share based payment | - | 1 369 | 310 | - | - | 1 679 |
| Equity March 31, 2022 | 105 892 | 1 133 352 | 310 | (6 098) | (8 648) | 1 224 809 |
Carasent ASA ("Carasent", the "Company" or the "Group") is a public Company registered in Norway and traded on the Oslo Stock Exchange with a registered business address Øvre Slottsgate 2B, Oslo, Norway.
The condensed consolidated financial statements for the first half year of 2022 were approved by the Board of Directors for publication on July 14 , 2022. The interim financial information is unaudited.
The condensed consolidated financial statements comprise Carasent ASA and its subsidiaries. The interim financial statements are prepared in accordance with the International Accounting Standard (IAS) 34. The condensed consolidated financial information does not include all information and disclosures required in the annual financial statements and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021, which have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS).
The accounting policies applied by Carasent in these interim financial statements are consistent with those of the financial year 2021. The presentation currency is NOK (Norwegian Krone). All financial information is presented in NOK thousands, unless otherwise stated. The income statements are translated at the average exchange rate year to date.
Carasent ASA acquired the Swedish company Medrave Software AB (Medrave), including it's fully owned Norwegian subsidiary Medrave Software AS, on January 11, 2022. Medrave is a market leader in Scandinavia within quality improvement software for healthcare practices within primary care and secondary outpatient care with a customer base across Sweden and Norway. Medrave and Metodika was consolidated in the Group from January 01, 2022, and June 01, 2021, respectively. Consequently, comparable figures for the first half year of 2021 only include Metodika in June and do not include Medrave.
Carasent ASA completed the acquisition of Medrave Software AB ("Medrave") and increased the share capital by issuing consideration shares in relation to the acquisition.
The acquisition was settled on January 11, 2022, for a purchase price of SEK 134 million of which SEK 110 million was settled in cash and SEK 24 million was settled by a seller's credit to be offset by issuance of consideration shares reinvested by key employees with fair value price of NOK 35.7 per share.
The acquisitions required the use of critical judgements and significant estimates when identifying and valuing intangible assets. For Medrave two intangible assets were identified: technology and customer relationship.
The relief-from-royalty method have been applied to measure the fair value of the technology. The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents being owned. The valuation is based on projected cash flows for the next five years, which includes estimated revenue growth. These cash flows are adjusted for assumptions about churn, attrition and multiplied by a royalty rate of 13.8% (cost saving from owning the technology). These cost savings are discounted using a cost of capital rate of 9%. The technology is assumed to have a useful life of ten years.
The customer relationships are valued using Multi-period Excess Earnings Method (MEEM). The principle is that the value of the intangible asset is equal to the present value of the after-tax cash flows attributable to the intangible assets only. The valuation is based on projected cash flows for the next eight years. These cash flows are adjusted for contributory asset charges (CAC). Churn is estimated to 8%. The cash flows are discounted using a 9% discount rate. The customer relationships are assumed to have a useful life of 12.5 years.
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 AB |
|---|---|
| Purchase consideration | |
| Cash consideration | 107 532 |
| Ordinary shares issued |
22 381 |
| Total purchase consideration | 129 914 |
| Technology | 18 936 |
| Customer relationship | 7 257 |
| Deferred tax assets |
- |
| Right of use assets |
2 630 |
| Customer receivables | 1 261 |
| Cash and cash equivalents | 8 084 |
| Deferred tax liability | (5 937) |
| Lease liability |
(2 630) |
| 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 | 129 914 |
| Goodwill | 103 171 |
| Net cash outflow arising on acquisition |
|
| Cash consideration | 107 532 |
| Less: | |
| Cash and cash equivalent balances acquired | (8 084) |
| Net cash outflow arising on acquisition |
99 449 |
Goodwill from the acquisition of Medrave represents expected synergies in the Group and will form a separate cash generating unit.
Acquisition costs of NOK 4.4 million arose as a result of the transactions. Where NOK 0.65 million have been recognized as part of other operating expenses in the statement of income for six months ended June 30, 2022, and NOK 3.75 million have been recognized as part of other operating expenses in the statement of income for the year ended December 31, 2021.
Medrave has contributed NOK 12.7 million to the Group's revenue since the acquisition date and net income of NOK 2.7 million to the Group's total net income.
In 2022 the Group has assessed its internal organizational structure, internal reporting system and geographical business units, and concluded that there is only one segment, the total Group. The Chief Operating Decision Maker (the Board) review disaggregated revenue as included below. Any profit measures are reviewed at Group level.
| (Amounts in NOK 1 000) |
H1 2022 |
H1 2021 |
Q2 2022 |
Q1 2022 |
Q4 2021 |
Q3 2021 |
Q2 2021 |
|---|---|---|---|---|---|---|---|
| Webdoc EHR |
23 133 | 19 626 | 11 859 | 11 274 | 10 977 | 10 403 | 9 957 |
| Other EHR |
22 046 | 12 981 | 11 175 | 10 871 | 11 204 | 10 761 | 7 172 |
| Platform Services | 38 164 | 21 984 | 19 049 | 19 155 | 12 380 | 12 449 | 12 011 |
| Consulting & Other |
7 995 | 5 628 | 4 462 | 3 533 | 5 417 | 3 316 | 2 828 |
| Total revenue | 91 337 | 60 219 | 46 545 | 44 792 | 39 977 | 36 929 | 31 969 |
| Sweden | |||||||
| Webdoc EHR |
23 133 | 19 626 | 11 859 | 11 274 | 10 977 | 10 403 | 9 957 |
| Other EHR |
1 728 | 181 | 833 | 895 | 902 | 974 | 181 |
| Platform Services | 34 466 | 21 031 | 17 139 | 17 326 | 11 509 | 10 568 | 11 195 |
| Consulting & Other |
4 916 | 2 222 | 2 555 | 2 361 | 1 619 | 1 109 | 765 |
| Total | 64 242 | 43 060 | 32 387 | 31 855 | 25 007 | 23 053 | 22 099 |
| Norway | |||||||
| Webdoc EHR |
- | - | - | - | - | - | - |
| Other EHR |
17 484 | 12 459 | 8 742 | 8 742 | 8 882 | 8 327 | 6 651 |
| Platform Services | 2 558 | 622 | 1 261 | 1 297 | 611 | 1 072 | 485 |
| Consulting & Other |
1 893 | 3 131 | 1 104 | 789 | 2 906 | 1 692 | 1 787 |
| Total | 21 935 | 16 211 | 11 107 | 10 828 | 12 399 | 11 091 | 8 922 |
| International | |||||||
| Webdoc EHR |
- | - | - | - | - | - | - |
| Other EHR |
2 834 | 340 | 1 600 | 1 234 | 1 419 | 1 461 | 340 |
| Platform Services | 1 140 | 331 | 649 | 492 | 259 | 809 | 331 |
| Consulting & Other |
1 186 | 276 | 803 | 383 | 892 | 515 | 276 |
| Total | 5 160 | 948 | 3 052 | 2 108 | 2 570 | 2 785 | 948 |
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 employed with the Group.
The employees were granted a discount of NOK 1.369 thousand on acquired shares. The discount vested immediately and have been expensed as a share-based payment expense.
Number of instruments granted (matching shares) were 84,324.
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 non-marketbased 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, adjusted for the effect of non-market-based vesting conditions.
Cash-settled share-based payments are measured at fair value of the liability. The liability is remeasured at each reporting date.
| 3 months ended | 6 months ended | ||||
|---|---|---|---|---|---|
| (Amounts in NOK 1 000) |
June 30, 2022 |
June 30, 2021 |
June 30, 2022 |
June 30, 2021 |
|
| Marketing | 809 | 262 | 959 | 344 | |
| Travel and entertainment | 513 | 20 | 745 | 24 | |
| Rent and office expenses |
470 | 392 | 1 118 | 742 | |
| Professional services | 5 898 | 6 032 | 11 367 | 9 102 | |
| Utilities and maintenance costs |
1 407 | 801 | 2 585 | 1 471 | |
| IT services | 1 063 | 641 | 1 868 | 1 199 | |
| Other operating expenses |
39 | 130 | 112 | 133 | |
| Total operating expenses | 10 200 | 8 277 | 18 755 | 13 015 |
Other operating expenses are presented net of capitalization and SkatteFUNN
In conjunction with the acquisition of Medrave AB (January 2022), where approximately 18% of the consideration is agreed to be new shares, Carasent ASA registered 627,391 additional shares on January 13, 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 March 17, 2022. The share capital increased by NOK 337 thousand to NOK 105,892 thousand.
As announced on November 15, 2019, the Board in Carasent ASA approved a stock option program for up to 2 million shares. The options are structured as warrants based on market value 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. As of June 30, 2022, the fair value of the warrants was estimated to be NOK 9.56 per warrant, resulting in a financial liability of NOK 19.11 million for the Company which are presented as current liability since the expiration date is within 12 months. Based on the 2 million options issued, the change in fair value resulted in NOK 2.3 million gain in the second quarter isolated.
There are no other events after the balance sheet date that need to be disclosed.
Carasent ASA may disclose alternative performance measures as part of its financial reporting as a supplement to the financial statements prepared in accordance with IFRS. Carasent ASA 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.
Annual Recurring Revenue ("ARR") is defined as the Monthly Recurring Revenue ("MRR") multiplied with 12. MRR is defined as the revenue the Group expects to receive on a monthly basis from customers from EHR solutions and Platform Services.
Transaction costs comprises costs occurred in M&A activity.
Share based payments comprises costs related to the discount given to employees in the share incentive program.
Other special operating items comprises costs related to issuance of new shares and other nonrecurring items.
Amortization excess values comprises amortization on excess values related to business combinations.
| 3 Months |
Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
| (Amounts in NOK 1 000) |
June 30, 2022 |
June 30, 2021 |
June 30, 2022 |
June 30, 2021 |
|
| Net Income/(Loss) | 2 404 | 19 931 | 27 792 | 12 258 | |
| Income Tax Expense/(Income) |
1 819 | 856 | 3 729 | 1 642 | |
| Net Financial Items |
(1 647) | (17 140) | (25 839) | (6 581) | |
| Net Operating Income/(Loss) | 2 575 | 3 647 | 5 682 | 7 319 | |
| Depreciation and Amortization |
8 134 | 5 759 | 15 897 | 11 277 | |
| (a) EBITDA Adjusted for: |
10 710 | 9 406 | 21 579 | 18 597 | |
| Transaction costs |
339 | 2 007 | 985 | 2 007 | |
| Share based payments |
309 | - | 1 748 | - | |
| Other special operating items |
1 671 | 1 293 | 2 471 | 1 293 | |
| (b) Adjusted EBITDA |
13 029 | 12 706 | 26 783 | 21 897 | |
| (c) Operating revenue |
46 545 | 31 969 | 91 337 | 60 219 | |
| EBITDA Margin (a/c) | 23.01% | 29.42% | 23.63% | 30.88% | |
| Adjusted EBITDA Margin (b/c) |
27.99% | 39.75% | 29.32% | 36.36% |
| 3 Months Ended |
6 Months Ended | |||
|---|---|---|---|---|
| June 30, 2022 |
June 30, 2021 |
June 30, 2022 |
June 30, 2021 |
|
| (Amounts in NOK 1 000) |
||||
| Net Income/(Loss) | 2 404 | 19 931 | 27 792 | 12 258 |
| Income Tax Expense/(Income) |
1 819 | 856 | 3 729 | 1 642 |
| Net Financial Items |
(1 647) | (17 140) | (25 839) | (6 581) |
| (a) EBIT | 2 575 | 3 647 | 5 682 | 7 319 |
| Adjusted for: |
||||
| Transaction costs |
339 | 2 007 | 985 | 2 007 |
| Share based payments |
309 | - | 1 748 | - |
| Other special operating items |
1 671 | 1 293 | 2 471 | 1 293 |
| Amortization excess values |
1 680 | 1 027 | 3 345 | 1 974 |
| (b) Adjusted EBIT |
6 575 | 7 975 | 14 231 | 12 594 |
| (c) Operating revenue |
46 545 | 31 969 | 91 337 | 60 219 |
| EBIT Margin (a/c) | 5.53% | 11.41% | 6.22% | 12.15% |
| Adjusted EBIT Margin (b/c) |
14.13% | 24.94% | 15.58% | 20.91% |
We confirm to the best of our knowledge that the condensed set of interim consolidated financial statements as of June 30, 2022 and for the six month period January 1, 2022 to June 30, 2022 have been prepared in accordance with IAS 34 'Interim Financial Reporting' and gives a true and fair view of the Company's assets, liabilities, financial position and the result for the period viewed in their entirety, and that the interim management report in accordance with the Norwegian Securities Trading Act section 5-6 fourth paragraph includes a fair review of any of the significant events that arose during the six-month period and their effect on the half-yearly financial report, and any significant related parties transactions, and a description of the principal risks and uncertainties for the remaining six months of the year.
Oslo – July 14 2022
/s/ Leif Claes Johan Lindqvist /s/ Dennis Höjer /s/ Staffan Erling Hanstorp Chairman of the Board CEO Board Member
Board Member Board Member Board Member
/s/ Karin Camilla Skoog /s/ Terje Rogne /s/ Sara Ulrika Cederskog Sundling
Founded in 1997, Carasent ASA was previously the parent company of Apptix, Inc. Carasent withdrew from the US market in 2017. Carasent focuses on providing digital services to the health care industry. The Company's strategy is to continue to develop and expand digitalization that helps customers to meet challenges in providing efficient and qualitative health care services. For more information, visit carasent.com.
Dennis Höjer (CEO) [email protected] +46 733 28 49 22
Svein Martin Bjørnstad (CFO) [email protected] +47 979 69 493
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