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Carasent

Quarterly Report Jul 15, 2022

3568_rns_2022-07-15_1b977fd9-cb24-4e1b-8fd0-8c4157c0931d.pdf

Quarterly Report

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Overview

Carasent at a glance 3
Highlights 4
Letter to our shareholders 7
Key Figures 9

Financial Statements

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

Notes

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 growth

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 growth

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 our first Webdoc customer in Norway

Signed 37 new clinics in Sweden.

Letter to our shareholders

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.

New sales and promising signals from the market

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.

Signing our first Webdoc customer in the Norwegian 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.

Signing Daniel Öhman as new CEO

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

Key Figures

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%

Growth Metrics

Total revenues grew by 46% in Q2

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 Revenue (ARR) growth of 25%

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 & other revenues of NOK 4.5 million

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.

Profitability

Adjusted EBITDA margin of 28.0%

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.

Organisational development

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

Outlook and guidance

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.

Investments and acquisitions

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

Existing markets

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.

New initiatives

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.

Financial Statements

Q2 2022

Net revenue

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.

Gross profit

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.

Operating expenses

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.

EBITDA

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.

One-time expenses

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.

Financial Statements – Q2 2022

Adjusted EBITDA

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.

D&A

Depreciation and amortization in the Group in Q2 2022 totaled NOK 8.1 million, of which NOK 1.7 million was PPA related amortization.

EBIT

Earnings before Interest and Taxes (EBIT) of NOK 2.6 million compared to NOK 3.6 million in Q2 2021.

Adjusted EBIT

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.

Net profit

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.

Capital expenditures

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

Cash balance was NOK 771 million as per end Q2 2022.

Financial Statements – H1 2022

Net revenue

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.

Gross profit

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.

Operating expenses

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.

EBITDA

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.

One-time expenses

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.

Financial Statements – H1 2022

Adjusted EBITDA

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.

D&A

Depreciation and amortization in the Group in H1 2022 totaled NOK 15.9 million, of which NOK 3.3 million was PPA related amortization.

EBIT

Earnings before Interest and Taxes (EBIT) of NOK 5.7 million compared to NOK 7.3 million in H1 2021.

Adjusted EBIT

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.

Net profit

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.

Capital expenditures

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.

Consolidated statement of income

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

Consolidated statement of comprehensive income

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

Consolidated statement of financial position

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

Consolidated statement of cash flows

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

Consolidated statement of changes in equity

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

Note 1 – General information

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.

Note 2 – Business combination

Acquistion of Medrave AB

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.

Significant estimates

The acquisitions required the use of critical judgements and significant estimates when identifying and valuing intangible assets. For Medrave two intangible assets were identified: technology and customer relationship.

The relief-from-royalty method have been applied to measure the fair value of the technology. The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents being owned. The valuation is based on projected cash flows for the next five years, which includes estimated revenue growth. These cash flows are adjusted for assumptions about churn, attrition and multiplied by a royalty rate of 13.8% (cost saving from owning the technology). These cost savings are discounted using a cost of capital rate of 9%. The technology is assumed to have a useful life of ten years.

The customer relationships are valued using Multi-period Excess Earnings Method (MEEM). The principle is that the value of the intangible asset is equal to the present value of the after-tax cash flows attributable to the intangible assets only. The valuation is based on projected cash flows for the next eight years. These cash flows are adjusted for contributory asset charges (CAC). Churn is estimated to 8%. The cash flows are discounted using a 9% discount rate. The customer relationships are assumed to have a useful life of 12.5 years.

Preliminary purchase price allocation - assets acquired and liabilities assumed

The amounts recognized at the date of acquisitions in respect of identifiable assets acquired and liabilities assumed are set out in the table below:

(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.

Note 3 – Revenue

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

Note 4 – Employee Investment Matching Program

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.

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 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.

Note 5 – Other operating expenses

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.

Note 7 – Expenses for changes in fair value of previously issued stock options

As announced on November 15, 2019, the Board in Carasent ASA approved a stock option program for up to 2 million shares. The options are structured as warrants based on market value 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.

Note 8 – Events after the balance sheets date

There are no other events after the balance sheet date that need to be disclosed.

Alternative Performance Measures

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%

Responsibility Statement

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

The Board of Directors and Chief Executive Officer of Carasent ASA

/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

Q2 and H1 2022 Interim Report

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.

For further information:

Dennis Höjer (CEO) [email protected] +46 733 28 49 22

Svein Martin Bjørnstad (CFO) [email protected] +47 979 69 493

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