Quarterly Report • Feb 10, 2022
Quarterly Report
Open in ViewerOpens in native device viewer
• Acquisition of Medrave signed in December 2021 and closed in January 2022
1 Units are defined as number of physical entities (clinics or hospitals) or customers
| Q4 | Q4 | FY | FY | FY | |
|---|---|---|---|---|---|
| NOK million | 2021 | 2020 | 2021 | 2020 | 2019 |
| Group | |||||
| Revenue | 40.0 | 20.3 | 137.1 | 70.6 | 47.9 |
| Adj. EBITDA1 | 10.5 | 6.9 | 45.5 | 23.3 | 11.9 |
| EBITDA margin | 26.2% | 33.9% | 33.2% | 33.0% | 24.8% |
| Adj. EBIT1 | 5.5 | 4.8 | 26.1 | 14.3 | 7.7 |
| EBIT margin | 13.8% | 23.6% | 19.1% | 15.1% | 9.4% |
| Capitalized development | 13.6 | 4.5 | 40.8 | 16.1 | 10.7 |
| Cash balance | 895.2 | 221.2 | 895.2 | 221.2 | 10.9 |
| Signed units | 35 | 25 | 154 | 91 | 89 |
| Units EOP2 | 846 | 495 | 846 | 495 | 404 |
1: See – Alternative Performance Measures
2: Includes new units from acquisitions, End of Period ("EOP")
| Q4 2021 financials (NOK | Evimeria EMR | Avans Soma | Webdoc NO & | |||
|---|---|---|---|---|---|---|
| million) | AB | AS | Metodika AB Carasent ASA | Webdoc X | Group | |
| Revenue | 23.4 | 9.2 | 7.4 | 40.0 | ||
| % Growth YoY1 | 15% | 38% | -10% | 97% | ||
| Adj. EBITDA2 | 9.3 | 2.4 | 0.9 | -1.8 | -0.2 | 10.5 |
| % Margin | 40% | 26% | 12% | - | - | 26% |
| Adj. EBIT2 | 6.6 | 0.6 | 0.3 | -1.8 | -0.2 | 5.5 |
| % Margin | 28% | 6% | 5% | - | - | 14% |
| New units | 32 | 1 | 2 | - | - | 35 |
| Units EOP | 619 | 171 | 56 | - | - | 846 |
| Capitalized development | 3.3 | 2.6 | - | - | 7.7 | 13.6 |
1: For illustrative purposes, the above table includes pro-forma financial information for Avans Soma and Metodika for Q4 2020
2: See – Alternative Performance Measures
Dear shareholders,
Like last year, 2021 has been characterized by the pandemic affecting us in various ways. Despite short term negative effects, we see that the willingness to review old ways of working and to invest in new digital tools has increased, and we are well positioned to meet that need with our products and services.
We have been taking steps towards "One Carasent" and one platform in line with our communicated strategy through organizational changes, establishing a way of working where new developed features in our products fit in to our common modularized platform. Further strengthening of the organisation and architectural changes will be a high priority area during 2022 which will also secure future scalability and flexibility to target new customer segments.
The reaction from our existing and acquired customers have been very positive to the communicated strategy and we will, in collaboration with our customers, work to fill the gap in functionality to migrate them to the Webdoc platform. The first target for us is Metodika EPM customers in Sweden and Norway and some clinics in Sweden have already migrated to Webdoc during the year.
In the beginning of 2021, we provided a guidance of 35% organic revenue growth and 40% EBITDA margins for Evimeria and Avans Soma for the full year. In Q3 2021 we revised the revenue guidance to 30 – 35% due to delayed implementation of signed customers affecting license and consulting revenues in the short-term.
The reported revenue figures for 2021 are in line with the revised guidance, with revenue growth of 30% and EBITDA margins ended at 39.5% for 2021.
| 2021 guidance vs. actuals | Initial guidance | Updated guidance | 2021A |
|---|---|---|---|
| Evimeria & Avans Soma (NOKm) | (as per Q3) | ||
| Revenue | 123 | 119 - 123 | 119 |
| Revenue growth | 35% | 30 - 35% | 30% |
| EBITDA | 49.4 | 47.5 - 49.4 | 47.0 |
| EBITDA margin | 40% | 40% | 39% |
We have executed on our growth strategy during 2021, including winning new customers and growing existing customers along the communicated strategic priorities of expanding within product, segment and geographical dimensions. Revenue growth was 97% during Q4 2021, where 84% was related to acquisitions. We grew organically at 30% during for 2021 (constant currency), which was in line with our guidance. Organic growth in Q4 came in at 19% (constant currency), again impacted by the delayed start-up of signed contracts with new customers.
The new covid wave has impacted our customers significantly, shifting the focus back to the pandemic and vaccinations. However, we signed 35 new units during Q4 2021, a robust increase compared to 25 units in Q4 2020. Our ability to keep customer intake at high levels was mainly driven by smaller independent customers, while sales processes with larger customers have been affected as a change in EHR system is not prioritized due to capacity constraints.
The total number of units amounted to 846 end of 2021 where 154 units have been added organically during 2021 compared to 91 units in 2020. There is ample room for growth within our core markets where new sales have been generated almost exclusively from word-of-mouth historically. We now see opportunities to increase our focus on outbound sales and marketing going forward, as our portfolio of products is highly demanded in the market.
We have also continued to focus on implementing the backlog of signed customers that has postponed implementation due to covid, making good progress during the quarter. However, this has continued to affect our revenues negatively in Evimeria, and we also expect to see effects of this in the coming months. While this creates some short-term headwinds, the remaining customers will be onboarded. As this represents a delay in revenues rather than a loss the slowdown is temporary in nature, and we are confident that the run rate will improve in 2022.
The contracted annual recurring revenue ("ARR", monthly recurring revenue multiplied by 12) related to entry point license from new clinics for Evimeria was NOK 6.1 million in 2021 compared to NOK 2.2 million in 2020. The reported license revenue from new clinics was NOK 2.0 million in 2021 compared to NOK 1.8 million in 2020.
Our existing customer base also continues to drive our revenues through a combination of new an underlying user growth and new add-on services. The ratio of license and integrated services was 1 to 1.0 in Q4 2021 for Webdoc customers, with a net retention rate of 114%. Our ecosystem of products and services is continuously expanding through several avenues, including own developed services, third party services and M&A.
Gross margin increased 2.2 percentage points to 81.8% in Q4 2021 compared to Q4 2020 driven by a shift in business mix as a result of the acquisitions of Avans Soma and Metodika, that has higher gross margins due to lower level of add-on services.
Adj. EBITDA increased 52% to NOK 10.5 million compared to Q4 2020, while margins decreased from 34% to 26% for the group. The decrease in margins was driven by effects of the acquisitions made in the period, while Evimeria continues to demonstrate scalable margins.
The effects of the pandemic will remain with us for a period going forward, creating a high degree of uncertainty for our customers. The stated effects on delayed implementation and sales processes will impact us during the first half of 2022, but we expect the growth rates and margins to remain robust throughout the year. Given the current situation with easing of restrictions and a return to normal life, we may see a more predictable onboarding of our customer backlog.
We provide the following guidance for 2022:
Evimeria signed 32 new units during the quarter and 124 new units during 2021, ending the quarter with 619 units.
Evimeria reported revenues of NOK 23.4 million in Q4 2021, compared to NOK 20.3 million in Q4 2020, a growth 15% (22% in local currency). The was in line with our expectations, impacted by delayed implementation of new customers affecting license and consulting revenues within the quarter.
EBITDA amounted to NOK 9.3 million in Q4 2021, corresponding to EBITDA margins of 40% and a growth of 16% compared to Q4 2020. EBIT amounted to NOK 6.6 million compared NOK 5.7 million in Q4 2020, corresponding to a growth of 16%.
Avans Soma signed 1 new unit during the quarter and 31 new units during 2021.
Avans Soma reported revenues of NOK 9.2 million, up 38% from Q4 2020. The growth is driven by both upsell on the existing customer base and from new customers. The ongoing shift from onpremise to cloud solutions and the onboarding of new customers is progressing according to plan.
Avans Soma delivered EBITDA of NOK 2.4 million in Q4 2021 corresponding to EBITDA margins of 26%, increased from NOK 0.3 million in Q4 2020. EBIT amounted to NOK 0.6 million compared to NOK (1.3) million in Q4 2020.
Metodika signed 2 new units during the quarter and delivered revenues of NOK 7.4 million, slightly down (5%) from comparable figures for Q4 2020 (constant currency). The process of converting Metodika's business model from license sales to recurring revenues will continue, adversely affecting near-term revenues while improving the long-term value of the portfolio.
Metodika delivered EBITDA of NOK 0.9 million and EBIT of NOK 0.3 million in Q4 2021.
Other including Carasent ASA, Webdoc NO/X and eliminations, had a quarter with a recurring OPEX level of NOK 1.8 million and a depreciation effect on acquisitions according to Purchase Price Allocation (PPA) of NOK 0.8 million, in addition to a non-cash flow affecting cost allocation for the options scheme of NOK 13,9 million. Carasent ASA had additional non-recurring OPEX of NOK 8.0 million during Q4 2021 mainly related to acquisition cost.
Webdoc NO and Webdoc X are expansion initiatives that currently is not generating any revenues but has potential to drive long-term growth for Carasent.
Our industry is developing rapidly and healthcare providers continue to demand new digital services. We have several ongoing expansion initiatives to capitalize on this, both organically and through M&A.
Capital expenditures increased significantly to NOK 13.6 million in Q4 2021, of which NOK 7.7 million was related to our new platform for the European market, Webdoc X, and the ongoing Norwegian expansion for Webdoc.
After a preparation phase during 2021, we have made the decision to invest significantly into an EHR platform tailored for the broader European market, Webdoc X.
In the spring of 2021, we established a collaboration with the Swedish digital healthcare provider Mindler in their European launch. In parallel with this, we have conducted a comprehensive market research, which confirmed our hypothesis that there is a high degree of privatized healthcare that often lacks solutions to meet the digital demand.
The market is ripe for disruption and we now see a window of opportunity. This will require significant investments and has also impacted the capex level during Q4 2021. We aim to launch the product commercially during 2023 and we are building the offering based on our deep industry knowledge.
The Webdoc platform is now ready for a Norwegian launch for smaller pay-out-of-pocket customers. We have recruited several key personnel for our commercial organization in Norway during Q4 2021 and will continue to strengthen the sales and marketing team with focus on building our pipeline of potential customers in the Norwegian market more aggressively. During the first half of 2022 we will focus on finalizing the required integrations to address the publicly funded customers within our target segments and to secure our first customers of Webdoc in Norway.
On December 16th, we announced the acquisition of Medrave, the leading provider of quality management solutions in the Swedish market. This was the third acquisition completed during the last twelve months. The quality improvements tools developed by Medrave will expand our offering with a product in high demand among our customer base and enable us to service our clients in a new segment, the public healthcare sector.
Medrave's complementary products will strengthen Carasent's offering and provide cross sale potential within primary and specialist care in Sweden. Medrave is also aiming to scale up their presence in the Norwegian market, which is well in line with our own strategy of launching Webdoc in Norway. In summary, this transaction provides a strong rationale adding a new product to our portfolio in line with communicated strategic priorities of expanding within product, segment and geographical dimensions.
Medrave has an attractive customer base of more than 260 clients across Sweden and Norway, covering 1,646 practices and an estimated 8.8 million patients, with ~60% of revenue from the public sector in 2020.
Medrave's revenue and EBITDA were approximately SEK 23 million and SEK 6 million as per last twelve months end of October 2021, with 99% recurring revenues and an annually recurring revenue ("ARR") of approx. SEK 22 million.
Dennis Höjer CEO, Carasent
Revenue of NOK 40.0 million in Q4 2021, an increase of 97% as compared to NOK 20.3 million in Q4 2020. Revenue growth was driven by a combination of organic growth and the acquisitions of Avans Soma and Metodika. The acquisitions accounted for 16.6 million or 84% of the increase in revenues.
Gross margin increased 2.0 percentage points to 81.6% in Q4 2021 compared to 79.6% in Q4 2020. The increase was driven by the acquisitions completed during the period, while the organic business (Evimeria) had flat gross margins in the period.
Personnel expenses totaled 15.4 million in Q4 2021, an increase of 145% compared to the same quarter last year mainly impacted by the acquisitions of Metodika and Avans Soma. However, also related to strengthening our commercial organisation as well as new development resources.
Other operational and administrative expenses totaled 14.7 million in Q4 2021, an increase of 4% 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 2.5 million in Q4 2021, compared to NOK (0.4) million in Q4 2020.
Depreciation and amortization in the Group in Q4 2021 totaled NOK 5.8 million, of which NOK 0.8 million was PPA related amortization.
Earnings before Interest and Taxes (EBIT) of NOK (3.3) million compared to NOK (3.4) million in Q4 2020.
Including positive changes in fair value of previously issued stock options of NOK 13.9 million in Q4 2021, the result was a net profit of NOK 9.8 million as compared to a net loss of NOK (21.9) million during Q4 2020.
At the end of Q4 2021, the company had intangible assets amounting to NOK 377 million, where the largest items consisted of capitalized development and goodwill. Capitalized development amounted to NOK 13.6 million in Q4 2021, where NOK 7.7 million was related to the Norwegian expansion for Webdoc and Webdoc X and the remaining NOK 5.9 was related to expansion initiatives for Evimeria and Avans Soma (segment expansion and new functionality).
Cash balance was NOK 884 million as per end of 2021.
The enclosed consolidated condensed financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting.
| Three Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 | ||||||
| (Amounts in NOK 1 000) | Note | |||||
| Revenue | 3 | 39 977 | 20 253 | 137 125 | 70 576 | |
| Operating Revenues | 39 977 | 20 253 | 137 125 | 70 576 | ||
| Cost of Sales | 7 360 | 4 138 | 24 226 | 13 789 | ||
| Gross Profit | 32 617 | 16 115 | 112 899 | 56 787 | ||
| Operating Expenses | ||||||
| Employee Compensation and Benefits | 15 436 | 6 309 | 45 845 | 21 895 | ||
| Other Operational and Administrative Expenses | 14 674 | 10 167 | 34 056 | 18 835 | ||
| Depreciation and Amortization | 5 764 | 3 013 | 23 351 | 12 629 | ||
| Total Operating Expenses | 35 874 | 19 489 | 103 253 | 53 359 | ||
| Net Operating Income/(Loss) | (3 257) | (3 374) | 9 646 | 3 427 | ||
| Financial Items | ||||||
| Interest Expenses | 145 | 162 | 646 | 687 | ||
| Other Financial (Income)/Expenses | 5 | (13 750) | 17 499 | 5 267 | 38 412 | |
| Net Financial Items | (13 605) | 17 661 | 5 913 | 39 098 | ||
| Net Income/(Loss) Before Income Taxes | 10 349 | (21 035) | 3 734 | (35 671) | ||
| Income Tax Expense/(Income) | 560 | 910 | 3 092 | 2 459 | ||
| Net Income/(Loss) | 9 788 | (21 945) | 642 | (38 131) | ||
| Attributable to Equity Holders of the Parent | 9 788 | (21 945) | 642 | (38 131) | ||
| Earnings Per Share: | ||||||
| Basic | 0,12 | (0,49) | 0,01 | (0,85) | ||
| Diluted | 0,12 | (0,49) | 0,01 | (0,85) | ||
| Weighted Average Common Shares Outstanding | 78 617 757 | 44 884 491 | 67 120 235 | 44 884 491 |
| Three Months Ended | 12 Months Ended | |||
|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |
| (Amounts in NOK 1 000) | ||||
| Net Income/ (Loss) | 9 788 | (21 945) | 642 | (38 131) |
| Changes in Translation Differences | (5 812) | (376) | (11 889) | 10 536 |
| Items that may be Reclassified Subsequently to | ||||
| the Income Statement | (5 812) | (376) | (11 889) | 10 536 |
| Total Other Comprehensive Income/(Loss) for the Period | (5 812) | (376) | (11 889) | 10 536 |
| Total Comprehensive Income/(Loss) for the Period | 3 976 | (22 321) | (11 247) | (27 595) |
| Attributed to Equity Holders of the Parent | 3 976 | (22 321) | (11 247) | (27 595) |
| December 31, 2021 |
December 31, 2020 |
||
|---|---|---|---|
| (Amounts in NOK 1 000) | Note | ||
| ASSETS | |||
| Non-Current Assets | |||
| Goodwill | 2 | 271 990 | 170 339 |
| Customer Relationships | 2 | 26 733 | 29 309 |
| Technology | 78 584 | 49 131 | |
| Total Intangible Assets | 377 307 | 248 779 | |
| Tools and Equipment | 1 507 | 1 198 | |
| Right of Use Asset | 14 612 | 15 917 | |
| Deferred Tax Assets | 1 216 | 1 117 | |
| Total Non-Current Assets | 394 641 | 267 011 | |
| Current Assets | |||
| Customer Receivables | 20 093 | 11 071 | |
| Other Receivables | 950 | 3 517 | |
| Prepaid Expenses | 2 161 | 2 195 | |
| Cash and Cash Equivalents | 883 756 | 221 155 | |
| Total Current Assets | 906 960 | 237 938 | |
| TOTAL ASSETS | 1 301 601 | 504 949 |
| Share Capital | 4 | 104 719 | 73 307 |
|---|---|---|---|
| Other Paid-in Capital | 4 | 1 105 556 | 354 630 |
| Translation Difference Reserves | (2 560) | 9 328 | |
| Retained Earnings | (35 650) | (36 290) | |
| Total Shareholders Equity | 1 172 064 | 400 975 | |
| Lease Liability | 10 634 | 12 763 | |
| Liability Stock Option Program | 5 | - | 41 180 |
| Deferred Tax Liability | 9 963 | 8 873 | |
| Total Non-Current Liabilities | 20 597 | 62 816 | |
| Current Liabilities | |||
| Trade Accounts Payable | 8 942 | 4 883 | |
| Accrued Expenses | 24 255 | 14 840 | |
| Contract Liability | 17 506 | 6 930 | |
| Liability Stock Option Program | 5 | 46 238 | - |
| Current Liabilities to Credit Institutions | - | 943 | |
| Current Lease Liability | 5 703 | 4 803 | |
| Other Current Liabilities | 6 296 | 8 759 | |
| Total Current Liabilities | 108 940 | 41 158 | |
| TOTAL LIABILITIES AND EQUITY | 1 301 601 | 504 949 |
| 12 months ended | |||
|---|---|---|---|
| December 31, 2021 | December 31, 2020 | ||
| (Amounts in NOK 1 000) | Note | ||
| Cash Flows from Operating Activities | |||
| Profit/(Loss) Before Tax | 3 734 | (35 672) | |
| Depreciation and Amortization | 23 351 | 12 629 | |
| Interest Expense | 724 | 687 | |
| Fair Value Adjustments Stock Options | 5 | 5 061 | 38 400 |
| Change in Accounts Receivable | (3 816) | (830) | |
| Change in Accounts Payable | 2 467 | 1 148 | |
| Change in Current Assets & Liabilities | 5 993 | 4 560 | |
| Income Tax Paid | (2 669) | (2 162) | |
| Net Cash Flows Provided by Operating Activities | 34 844 | 18 761 | |
| Cash Flows from Investing Activities | |||
| Investments in Intangible and Tangible Assets | (40 625) | (16 131) | |
| Acquisition of Company, Net of Cash Paid | 2 | (86 897) | (59 993) |
| Cash Flows Used in Investing Activities | (127 522) | (76 125) | |
| Cash Flows from Financing Activities | |||
| Issuance of Shares | 2, 3 | 790 758 | 286 468 |
| Transaction Cost Related to Issuance of Shares | (28 683) | (13 927) | |
| Payment Lease Liability | (4 867) | (2 302) | |
| Repayment of Debt | - | (1 234) | |
| Net Paid Interest | (724) | (687) | |
| Cash Flows Used in Financing Activities | 756 484 | 268 318 | |
| Effect of Exchange Rates on Cash and Cash Equivalents | (1 206) | (726) | |
| Net Change in Cash and Cash Equivalents | 662 600 | 210 228 | |
| Cash and Cash Equivalents at Beginning of Period | 221 155 | 10 928 | |
| Cash and Cash Equivalents at End of Period | 883 756 | 221 156 |
| Share Capital |
Other Paid-in Capital |
Translation Difference |
Retained Earnings |
Total Equity |
|
|---|---|---|---|---|---|
| (Amounts in NOK 1 000) | Reserves | ||||
| Equity December 31, 2020 | 73 307 | 354 630 | 9 329 | (36 290) | 400 975 |
| Net Income for the Period | - | - | - | 642 | 642 |
| Other Comprehensive Income | - | - | (11 889) | - | (11 889) |
| Total Comprehensive Income | - | - | (11 889) | 642 | (11 247) |
| Share Issuance | 31 412 | 779 609 | - | - | 811 021 |
| Transaction Costs | - | (28 683) | - | - | (28 683) |
| Equity December 31, 2021 | 104 719 | 1 105 556 | (2 560) | (35 649) | 1 172 064 |
| Share | Other Paid-in | Translation | Retained | Total | |
|---|---|---|---|---|---|
| Capital | Capital | Difference | Earnings | Equity | |
| (Amounts in NOK 1 000) | Reserves | ||||
| Equity December 31, 2019 | 54 124 | 35 819 | (1 207) | 1 841 | 90 577 |
| Net Income for the Period | - | - | - | (38 131) | (38 131) |
| Other Comprehensive Income | - | - | 10 536 | - | 10 536 |
| Total Comprehensive Income | - | - | 10 536 | (38 131) | (27 595) |
| Share Issuance | 19 183 | 332 738 | - | - | 351 921 |
| Transaction Costs | - | (13 927) | - | - | (13 927) |
| Equity December 31, 2020 | 73 307 | 354 630 | 9 329 | (36 290) | 400 975 |
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 fourth quarter of 2021 were approved by the Board of Directors for publication on February 9, 2022. The interim financial information is unaudited.
The condensed consolidated financial statements comprise Carasent ASA and its subsidiaries Evimeria EMR AB, Avans Soma Holding and Metodika AB. 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, 2020, 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 2020. The presentation currency is NOK (Norwegian Krone). All financial information is presented in NOK thousands, unless otherwise stated. The income statements in 2021 are translated at the average exchange rate year to date due to change in consolidation model. This is a change compared to 2020 where it was translated at the average exchange rate per month. The change has no impact on the balance sheet as it was translated at the closing rate for the period. The change has minor effects and comparable figures are not restated.
Carasent ASA acquired the Norwegian group Avans Soma Holding AS (Avans Soma) on December 10, 2020. Avans Soma is a developer of leading medical record systems and IT solutions in the Norwegian health care market. Avans Soma was consolidated in the Group from December 31, 2020 and consequently comparable figures for 2020 do not include Avans Soma.
Carasent ASA acquired the Swedish company Metodika AB (Metodika) on May 25, 2021. Metodika is a leading provider of Enterprise Practice Management (EPM) solutions to independent hospitals and clinics across 10 European countries. Metodika was consolidated in the Group from 31 May 2021 and consequently comparable figures for 2020 do not include Metodika.
Carasent ASA acquired the Swedish company Metodika AB (Metodika) on May 25, 2021. Metodika is a leading provider of Enterprise Practice Management (EPM) solutions to independent hospitals and clinics across 10 European countries. The consideration was NOK 111 million, of which NOK 90.1 million was settled in cash and the remaining in issuance of 588,235 shares to the previous owners of Metodika to a fair value per share of NOK 34.
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) | Metodika |
|---|---|
| Purchase consideration | |
| Cash consideration | 90 777 |
| Ordinary shares issued | 20 263 |
| Total purchase consideration | 111 040 |
| Technology | 5 568 |
| Customer relationship | 2 729 |
| Deferred tax assets | - |
| Right of use assets | 4 794 |
| Customer receivables | 5 197 |
| Cash and cash equivalents | 3 880 |
| Deferred tax liability | (1 357) |
| Lease liability | (4 794) |
| Trade payables | (1 502) |
| Accrued expenses and prepaid income | (14 185) |
| Net other assets and liabilities | 1 498 |
| Total net identifiable assets acquired at fair value | 1 829 |
| Consideration | 111 040 |
| Goodwill | 109 210 |
| Net cash outflow arising on acquisition | |
| Cash consideration | 90 777 |
| Less: | |
| Cash and cash equivalent balances acquired | (3 880) |
| Net cash outflow arising on acquisition | 86 897 |
Goodwill from the acquisition of Metodika 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. These have been recognized as part of other operating expenses in the statement of statement of income.
Metodika has contributed NOK 17.2 million to the Group's revenue since the acquisition date and net income of NOK 2.2 million to the Group's total loss.
If the acquisitions of Metodika had occurred on 1 January 2021, the revenue for the Group would have been NOK 144.2 million and the Group's loss would have been NOK 4.1 million.
Following the acquisition of Avans Soma, the Company assessed its internal organizational structure, internal reporting system and geographical business units, and identified the following reportable segments that should be reported separately. Earnings before interest, taxes, depreciation and amortization (EBITDA) is defined as the segment profit or loss.
Evimeria is a software and electronic health services provider in the Swedish healthcare sector. The segment generates revenue from selling an electronic medical record (EMR) system and integrated services (partly from third-party developers) to customers in the healthcare sector.
Evimeria's Webdoc technology is a web-based care management system for health professionals which reduces the risk of resource-intensive routines and makes it easier to focus on the core business.
Evimeria's Vårdrummet solution offers a digital platform for interactive health care. It enables healthcare providers to safely communicate with their patients via digital services such as video and chat. It also allows the patient to participate more actively in his or her own care, through health declarations and/or online booking.
Avans Soma is a developer of leading medical record systems and IT solutions in the Norwegian healthcare sector. The segment generates revenue from selling SaaS (Software as a Service) agreements and healthcare products for social care and mental illness rehabilitation.
Metodika is a software provider that develops and provides Enterprise Practice Management (EPM) solutions to independent hospitals and clinics across Europe. The segment primarily generates revenue from selling maintenance and SaaS agreements which is categorized as license revenue. Additionally, the segment provides add-on services for its maintenance agreements and consulting work based on customer demand.
Other includes results from the holding company Carasent ASA, Webdoc NO/X and any effects related to eliminations.
| Total | ||||||
|---|---|---|---|---|---|---|
| operating | Other and | Group | ||||
| (Amounts in NOK 1 000) | Evimeria | Avans Soma | Metodika | segments | eliminations | total |
| Profit and loss disclosures | ||||||
| SaaS | 10 977 | - | - | 10 977 | - | 10 977 |
| Add-on services | 11 346 | 222 | 1 973 | 13 541 | - | 13 541 |
| Consulting | 853 | 1 625 | 1 749 | 4 227 | - | 4 227 |
| License | - | - | 448 | 448 | - | 448 |
| Maintenance | - | 7 162 | 3 412 | 10 574 | - | 10 574 |
| Other | 198 | 231 | (218) | 211 | - | 211 |
| Total revenues | 23 374 | 9 240 | 7 363 | 39 977 | - | 39 977 |
| EBITDA | 9 251 | 2 367 | 898 | 12 516 | (10 009) | 2 507 |
| EBIT | 6 637 | 899 | 337 | 7 873 | (11 130) | (3 257) |
| Adjusted EBITDA | 9 251 | 2 367 | 898 | 12 516 | (2 042) | 10 474 |
| Adjusted EBIT | 6 637 | 899 | 337 | 7 873 | (2 359) | 5 514 |
| Total | ||||||
|---|---|---|---|---|---|---|
| operating | Other and | Group | ||||
| (Amounts in NOK 1 000) | Evimeria | Avans Soma | Metodika | segments | eliminations | total |
| Profit and loss disclosures | ||||||
| SaaS | 8 587 | - | - | 8 587 | - | 8 587 |
| Add-on services | 10 339 | - | - | 10 339 | - | 10 339 |
| Consulting | 1 272 | - | - | 1 272 | - | 1 272 |
| License | - | - | - | - | - | - |
| Maintenance | - | - | - | - | - | - |
| Other | 56 | - | - | 56 | - | 56 |
| Total revenues | 20 253 | - | - | 20 253 | - | 20 253 |
| EBITDA | 8 055 | - | - | 8 055 | (8 416) | (361) |
| EBIT | 5 951 | - | - | 5 951 | (9 325) | (3 374) |
| Adjusted EBITDA | 8 055 | - | - | 8 055 | (1 154) | 6 901 |
| Adjusted EBIT | 5 951 | - | - | 5 951 | (1 150) | 4 801 |
| Total | ||||||
|---|---|---|---|---|---|---|
| operating | Other and | Group | ||||
| (Amounts in NOK 1,000) | Evimeria | Avans Soma | Metodika | segments | eliminations | total |
| Profit and loss disclosures | ||||||
| SaaS | 41 006 | - | - | 41 006 | - | 41 006 |
| Add-on services | 42 214 | 774 | 4 283 | 47 270 | - | 47 270 |
| Consulting | 3 672 | 5 435 | 3 487 | 12 595 | - | 12 595 |
| License | - | 32 | 806 | 839 | - | 839 |
| Maintenance | - | 26 142 | 8 173 | 34 316 | - | 34 316 |
| Other | 201 | 417 | 482 | 1 100 | - | 1 100 |
| Total revenues | 87 093 | 32 801 | 17 232 | 137 125 | - | 137 125 |
| EBITDA | 34 889 | 12 285 | 4 083 | 51 258 | (18 260) | 32 998 |
| EBIT | 24 130 | 4 108 | 2 685 | 30 923 | (21 277) | 9 646 |
| Adjusted EBITDA | 34 889 | 12 285 | 4 083 | 51 258 | (5 785) | 45 473 |
| Adjusted EBIT | 24 130 | 4 108 | 2 685 | 30 923 | (4 791) | 26 132 |
| Total | ||||||
|---|---|---|---|---|---|---|
| operating | Other and | Group | ||||
| (Amounts in NOK 1,000) | Evimeria | Avans Soma | Metodika | segments | eliminations | total |
| Profit and loss disclosures | ||||||
| SaaS | 33 933 | - | - | 33 933 | - | 33 933 |
| Add-on services | 31 345 | - | - | 31 345 | - | 31 345 |
| Consulting | 5 043 | - | - | 5 043 | - | 5 043 |
| License | - | - | - | - | - | - |
| Maintenance | - | - | - | - | - | - |
| Other | 254 | - | - | 254 | - | 254 |
| Total revenues | 70 576 | - | - | 70 576 | - | 70 576 |
| EBITDA | 27 850 | - | - | 27 850 | (11 794) | 16 056 |
| EBIT | 18 842 | - | - | 18 842 | (15 416) | 3 426 |
| Adjusted EBITDA | 27 850 | - | - | 27 850 | (4 532) | 23 318 |
| Adjusted EBIT | 18 842 | - | - | 18 842 | (4 508) | 14 333 |
EBITDA reconciles to net income/(loss) before income tax as follows:
| 3 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|
| December 31, | December 31, | December 31, December 31, | |||
| (Amounts in NOK 1,000) | 2021 | 2020 | 2021 | 2020 | |
| EBITDA | 2 507 | (361) | 32 998 | 16 057 | |
| Depreciation and Amortization | (5 764) | (3 013) | (23 351) | (12 629) | |
| Interest Expenses | (145) | (162) | (646) | (687) | |
| Other Financial Expenses | 13 750 | (17 499) | (5 267) | (38 412) | |
| Net Income/(Loss) Before Income Taxes | 10 349 | (21 035) | 3 734 | (35 671) |
In the private placement completed in May 2021 11,007,031 new shares were issued which was valued at NOK 33.40 per share, amounting to NOK 368 million, which was fully paid in cash. The share capital increased by NOK 14,662 thousand to NOK 87,968 thousand.
In conjunction with the acquisition of Metodika AB (May 2021), where 20% of the consideration is agreed to be new shares, Carasent ASA registered 588,235 additional shares on June 4, 2021. The share capital increased by NOK 784 thousand to NOK 88,752 thousand.
In the private placement completed in July 2021 78,617,757 new shares were issued which was valued at NOK 35.05 per share, amounting to NOK 420 million, which was fully paid in cash. The share capital increased by NOK 15,967 thousand to NOK 104,719 thousand.
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 December 31, 2021, the fair value of the warrants was estimated to be NOK 23.12 per warrant, resulting in a financial liability of NOK 46.2 million for the Company which are presented as current liability since the expiration date is within 12 months. Based on the 2 million options issued, the change in fair value resulted in NOK 5.1 million loss in the 12 months ending 31 December 2021 and a gain of NOK 13.9 million in the fourth quarter isolated (NOK 38.4 loss in 12 months ending 31 December 2020).
After the balance sheet date, Carasent ASA completed the acquisition of Medrave Software AB and increased the share capital by issuing consideration shares in relation to the acquisition.
The acquisition was settled 11 January 2022 for a purchase price of SEK 134 million of which SEK 110 million was settled in cash and SEK 23.75 million was settled by issuance of consideration shares reinvested by key employees.
The share capital will be increased by NOK 835,684.81, divided into 627,391 shares, each with a nominal value of NOK 1.332.
Transaction costs of NOK 3.76 million related to the acquisition is recognized in 2021.
There are no other events after the balance sheet date that needs 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.
| Three Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | ||
| (Amounts in NOK 1 000) | Note | ||||
| Net Income/(Loss) | 9 788 | (21 945) | 642 | (38 131) | |
| Income Tax Expense/(Income) | 560 | 910 | 3 092 | 2 459 | |
| Net Financial Items | (13 605) | 17 661 | 5 913 | 39 098 | |
| Net Operating Income/(Loss) | (3 257) | (3 374) | 9 646 | 3 427 | |
| Depreciation and Amortization | 5 764 | 3 013 | 23 351 | 12 629 | |
| (a) EBITDA | 2 507 | (361) | 32 998 | 16 056 | |
| Adjusted for: | |||||
| Transaction costs | 6 576 | 5 762 | 9 597 | 5 762 | |
| Other special operating items | 1 391 | 1 500 | 2 878 | 1 500 | |
| (b) Adjusted EBITDA | 10 474 | 6 901 | 45 473 | 23 318 | |
| (c) Operating revenue | 39 977 | 20 253 | 137 125 | 70 576 | |
| EBITDA Margin (a/c) | 6,27% | -1,78% | 24,06% | 22,75% | |
| Adjusted EBITDA Margin (b/c) | 26,20% | 34,07% | 33,16% | 33,04% |
| 12 Months Ended | ||||
|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |
| Note | ||||
| 9 788 | (21 945) | 642 | (38 131) | |
| 560 | 910 | 3 092 | 2 459 | |
| (13 605) | 17 661 | 5 913 | 39 098 | |
| (3 257) | (3 374) | 9 646 | 3 426 | |
| 6 576 | 5 762 | 9 597 | 5 762 | |
| 1 391 | 1 500 | 2 878 | 1 500 | |
| 804 | 913 | 4 011 | 3 645 | |
| 5 514 | 4 801 | 26 132 | 14 333 | |
| 39 977 | 20 253 | 137 125 | 70 576 | |
| -8,15% | -16,66% | 7,03% | 4,85% | |
| 13,79% | 23,70% | 19,06% | 20,31% | |
| Three Months Ended |
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.
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
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.