Annual Report • Mar 26, 2021
Annual Report
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Carasent Annual Report 2020 will only be issued in English. The report is available on www.carasent.com and on https://live.euronext.com/cara
| Shareholders Letters | Page 3 |
|---|---|
| Director's Report |
Page 4 |
| Report on Corporate Governance | Page 11 |
| Carasent Group Financial Statements |
Page 17 |
| Carasent ASA Financial Statements |
Page 53 |
| Auditor's Report | Page 64 |
It is with great confidence and high expectations that I assume the role as new CEO of Carasent. After more than eight years in various roles at Evimeria, it will be fun, interesting, and challenging to develop and expand the business in a somewhat broader perspective.
The healthcare sector is one of the least developed industries in terms of digitalisation, and the segment is heavily underinvested in solutions that can increase both efficiency and quality of the various business processes.
Insights and focus on speeding up digitalisation have gained momentum in recent years, and the pandemic has served as an additional catalyst. Shortcomings as well as potential in many of the business processes become obvious, increasing both the willingness to invest and the pace of development.
The pandemic has affected us short-term as well, in both positive and negative ways. Sales and deliveries of products and services enabling our customers to implement various forms of digital interaction instead of the physical kind have been given a significant boost and continue to increase. At the other end of the spectrum, we have some customers and businesses that have reduced their activities during the year, due to restrictions as well as for priority reasons. We have also seen a temporary reduced order intake from potential larger customers, simply because of a limited ability to interact. This has gradually eased up during the year and we are slowly but steadily returning to a more normal situation.
During the year, we also laid the foundation for and started executing our strategy for expansion, geographically as well as into new segments, in addition to new product and service areas. In September, we completed a successful issue, providing the company with just under NOK 300 million in new capital, and, in December, we completed our first acquisition in Norway in the form of AvansSoma.
An active M&A agenda, in addition to maintaining our high organic growth rate, will be central to Carasent in the future. We see many consolidation opportunities and interesting ways going forward that will help Carasent strengthen and advance its position in the market as a leading player in e-health services.
I look forward to a very exciting 2021!
Sincerely,
Dennis Höjer
CEO
Carasent – Shareholders letter 2020 Page 3
Carasent ASA is an investment management company with a special focus on businesses that develop entrepreneurial and e-health solutions. The Company currently operating in Sweden through its wholly owned subsidiary Evimeria EMR AB and in Norway through its whole owned subsidiary Avans Soma Holding AS, which again owns Avans Soma AS.
Evimeria is a software as a service (SaaS) company selling an electronic medical record (EMR) system and integrated services (partly from third-party developers) to customers in the private Swedish healthcare sector. The EMR system is mission-critical for the healthcare clinics and compiles all the information about the patients. It is also the main working tool for the clinics' employees. Usually, an EMR system is in place for about 10-15 years before being replaced by another.
Avans Soma is a software company with the aim to be a fully SaaS (Software as a Service) company. About 50% of the customers in the "Arbeids og velferds" area are on a SaaS agreement with Avans Soma. The products are Ad Opus and Ad Voca. In the Health area the first customer has just gone live on Avans Soma Cloud. The products here are Soma/Ad Vitam and also Ad Voca. Ad Voca is a full-blown Web Application with the possibility to utilize together with more systems than only the company's own products. The systems are business critical for the operations and the length of the customer relationship is long. This is demonstrated by the low churn on Avans Soma's customers. All sales are directly to end customers.
2020 started off well and as expected with high market activity and strong demand. All segments showed good progress and add on sales to existing customer based continued.
Early March, due to the rapid change in the pandemic situation we saw substantial uncertainty in the marketplace. During 2020 we saw a slightactivity slowdown in our existing customer base, but also an increasing demand for digital integrated services.
Overall, the effects of the pandemic have had both positive and negative impacts. The positive effects are the growing demand for faster digitization and need for new e-Health services. The negative is the somewhat delayed sales processes when it comes to larger customers as well as the reduced activity in customers' operations, primarily linked to "nonemergency" care with treatments and surgeries that have been postponed due to the pandemic.
However, it is becoming increasingly clear that the pandemic as such will act as a catalyst for accelerated digitization in the healthcare sector. To accelerate growth, in the medium and long-term perspective, total healthcare production must increase at a lower relative cost.
We still believe that the market and demand in general will continue to be strong for and that the negative effects will continue to be limited.
In addition to a strong organic development, we have, over the past year, focused on evaluating the possibilities of supplementing our business with potential acquisitions that fit into our strategy. Our assessment is that we have good opportunities to complement our organic growth in the product and service dimension as well as in new segments and geographies. We have a wide range of opportunities in these areas and expect to execute on these in the short and medium term.
Long term, we reiterate our market view. The market development, seen from a fundamental perspective - that is, the need for a growing healthcare sector and need for new value-creating and effective digital solutions - is very strong. The background to this is the underlying trends, with a growing aging population and an increased outpatient healthcare in a hard-pressed public sector.
For 2020 the revenue ended at NOK 70.6 million compared to NOK 47.9 million in 2019, representing an organic growth of 47%. All revenues are related to Evimeria and in local currency the growth was 34%.
During the year Evimeria signed a net of 91 new customers (clinics), representing a customer growth of 23% year over year.
| 12 Months Ended Dec 31, 2020 | ||||
|---|---|---|---|---|
| (Amounts in NOK 1,000) | Evimeria | Carasent Costs (* |
Carasent Costs (** |
Carasent ASA |
| Total Operating Revenues | 70 576 | - | - | 70 576 |
| Total Cost of Sales | 13 789 | - | - | 13 789 |
| Gross Profit | 56 786 | - | - | 56 786 |
| Total Operating Expenses | 28 961 | 4 508 | 7 262 | 40 731 |
| Operating Income excluding depreciation and amortization | 27 825 | (4 508) | (7 262) | 16 056 |
| Depreciation and Amortization | 8 983 | 3 645 | - | 12 629 |
| Operating Income | 18 842 | (8 153) | (7 262) | 3 427 |
| Total Other Expense | (687) | (12) | (38 400) | (39 098) |
| Income (loss) Before Income Taxes | 18 155 | (8 165) | (45 662) | (35 672) |
| Income Tax (Expense)/Income | (3 298) | 838 | (2 459) | |
| Net Income (loss) for the Period | 14 857 | (7 326) | (45 662) | (38 131) |
*) Costs relating to Carasent ASA excluding costs related to private placement, Avans Soma transaction and Stock Option Program
**) Carasent ASA costs related to private placement, Avans Soma transaction and Stock Option Program
Operating Income growth in Evimeria continues to develop according to plan, 59 % YoY (42 % in local currency) proving the scalability of the platform and organization.
Operating expenses in Carasent not related to transactions and stock option program costs continue to be more or less flat and according to plan.
Cashflow from Operating activities was NOK 18.8 million. Cashflow from Investing activities was NOK (76.1) million of which . Cashflow from Financing activities was NOK 268.3 million. Net change in cash in the period was NOK 210.2 million. Ended the year with 221.2 MNOK in cash.
On September 9th, Carasent accomplished a private placement of 12,190,146 new shares, representing 30% of the outstanding share capital. The subscription price was NOK 23.5 per share, raising gross proceeds of NOK 286.5 million.
The subscription price was determined through an accelerated bookbuilding process after close of trading the same day and the net proceeds of the Private Placement will be used to strengthen the ability to capitalize on identified growth opportunities, as well as for general corporate purposes.
The share capital increase pertaining to the Private Placement was resolved by the Board of Directors on 10 September 2020 pursuant to an authorization granted by the Company's general meeting held 17 June 2020.
Carasent acquired 100 % of the shares in Avans Soma Holding AS on December 10, 2020.
The acquisition of Avans Soma and their products for the social care and mental illness rehabilitation sector, resulted in a broadened product portfolio and the new collaboration enable an intensification of Avans Soma's shift towards SaaS-based services. This gives strong organic growth opportunities, both from winning new clients and from the existing 140 customers.
Avans Soma's revenues and EBITDA was approximately NOK 24 million and NOK 6 million as per LTM Sep-2020, with an annually recurring revenue ("ARR") of approximately NOK 21 million.
The agreed purchase price was NOK 122.5 million, corresponding to an enterprise value of NOK 125 million less Avans Soma's consolidated net debt position of NOK 2.5 million.
The transaction purchase price was settled as follows:
50% of the Purchase Price in cash upon closing,
50% of the Purchase Price as a seller's credit, later converted to shares in Carasent valued at a price of NOK 27.7 per share.
The majority shareholder of Avans Soma, the Norwegian family office Rieber & Søn, has become a large shareholder in Carasent with approximately 2% of the outstanding shares following the transaction. All selling shareholders have entered into a lock-up agreement of 15 months following the Share Settlement.
In December, the Board of Directors of Carasent ASA announced that it has appointed Dennis Höjer as new CEO. Dennis is the former CEO of Evimeria EMR AB and COO of Carasent ASA and assumed his new position January 1st 2021.
Furthermore, The Nomination Committee of Carasent ASA proposed that Anna Kinberg Batra be elected as new Board member at the extra Annual General Meeting on January 14, 2021. The Nomination Committee also proposed that Jesper Jannerberg, currently CEO and large shareholder, will be elected as new Board member. The proposals were approved at the extra Annual General Meeting on January 14, 2021.
Anna Kinberg Batra, 50, has extensive experience within politics and related business landscape in various segments. Previous positions include Leader of the Opposition and Leader of the Moderate Party from January 2015 to October 2017. She first entered the Swedish parliament in 2000 and left it in 2018, after holding several positions including chair of EU committee, Finance committee and the Moderate Party parliamentary group and served as leader of the Moderate party in the parliament from 2010 to 2015. Her experience also includes local and regional office including the Stockholm region county council, its central board and its health and medical board. Anna Kinberg Batra is currently on the of Board of Castellum AB, Svenska Rymdaktiebolaget, SolTech Energy Sweden AB and SJR in Scandinavia AB. She has a degree in Business Administration from Stockholm School of Economics.
Jesper Jannerberg, 51, today CEO of Carasent ASA, has worked for Carasent ASA and its subsidiary Evimeria EMR AB in different operational positions for more than 6 years. Jesper Jannerberg has long and extensive experience from the health care market as well as the IT cloud industry in general.
The proposal for election of the two new Board members was presented to the Nomination Committee by representatives of the company's largest shareholders, who together represent approximately 40 percent of the outstanding shares and votes. The Nomination Committee reviewed the proposal and also made consultation with other major shareholders. The proposal obtained major support from all involved shareholders.
In order to keep and attract new employees, a stock option program was implemented in Q4 2019. The options are structured as warrants based on market value and have a strike of price of 150 %. The option program is for 2 million new shares.
The program was fully subscribed and gave a cash effect of NOK 2,78 million. The options have a three years term and will be exercisable after three years. The option program is issued by the Board under the current authorization to increase the share capital granted by the General Assembly in May 2019.
When exercised, the Board has the right to pay the option holder cash instead of issue shares. The liability connected to a potential cash exercise is taken as a cost on the P/L and amounted to NOK 38.4 million in 2020. The option program will not have any tax consequences for the Company.
Mr. Lindqvist was appointed Chairman of the Board of Carasent in 2007. He is currently also deputy Chairman of the Board for Visolit AS and Director of Nipsoft AB. From 2004 to 2006, Mr. Lindqvist was the CEO for TeleComputing ASA. He served as the managing director of TeleComputing Sweden AB from 2001 to 2004. Since 1996, Mr. Lindqvist held various positions in Alfaskop AB, including serving as the CEO from 1999 to 2001. He holds a degree in Civil Engineering (Industrial Economy) from the Technical University in Linköping, Sweden.
Mr. Rogne was appointed as a Director of Carasent in 2007. From 1994 to 2004, he served as the CFO for Tandberg ASA. From 2004 through 2007, he then served as the Head of Operations and Investor Relations. Prior to Tandberg, he was head of Finance with Kvaerner AS. Mr. Rogne has an MBA from University of San Diego and a Bachelor of Business Degree from the Oslo School of Business Administration.
Ms. Fåhraeus was appointed Director of Carasent in 2008. She is Chairman of Acucort; Director of Coala Life, the faculty of medicine at Lunds University and, CEO of SmiLe Incubator. From 2010 through 2014 she served as Director of Business Development at the private equity company Aqilles Invest AB in Sweden. From 2001 to 2010 she served at Anoto AB, acting as Vice President of Sales and Marketing from 2006-2010. She has previously worked in various leadership positions at Raufoss ASA, Cederroth AB, SCA, Johnson & Johnson, and Kreab Group. She has a degree in Business Administration from Stockholm School of Economics.
Mrs Kinberg Batra was elected as new Board member at the extra Annual General Meeting on January 14, 2021, see further above.
Mr Jesper Jannerberg was elected as new Board member at the extra Annual General Meeting on January 14, 2021, see further above.
The Carasent group have a stimulating and positive work environment with a highly qualified and motivated staff. End of 2020 the Company had 77 employees. No accidents have occurred during 2020. There were no significant absences due to illness in 2020. The total absence due to sickness was 2.6% relative to the total workhours in the company during the year. Employment decisions at Carasent are based on merit, qualifications, and abilities. Carasent is an equal opportunity employer, and does not discriminate based on race, religion, color, sex, age, national origin, citizenship, marital status, disability,
veteran's status, sexual orientation, or any other characteristic protected by law. This policy applies to all decisions regarding terms, conditions, and privileges of employment. As of December 31, 2020, the members of the senior management team consisted of one male while the Board of Directors consisted of two males and one female. The Company's operations do not pollute the environment.
Companies are increasingly aware of their obligation to act responsibly in social matters like human rights, employee rights, environmental concerns and anti-corruption. The Board of Directors and Management of Carasent fully support these initiatives.
Carasent is committed to ensure that both basic human rights and employee rights are respected and fully complied with. In its operations, Carasent strives to ensure that all employees, consultants, contractors and customers adhere to basic human rights. Further, Carasent acknowledges and complies with employee rights and other applicable social issues in all its dealings as an employer.
Carasent is committed to protect the environment and has taken various steps to ensure that the business operation has limited negative impact on the environment. Corruption represents a potential problem for developing fair trade. Due to the nature of the Company's business and geographic presence, corruption is not regarded as a real threat to its operations.
While Corporate Social Responsibility is covered in various company internal documents, the company has not seen the need to develop a separate policy document to this effect.
Evimeria EMR AB and Avans Soma AS continues to develop well.A significant part of the group's activites are in Sweden related to SEK, while financial statements are presented in NOK.
The stock option liability is subject a market risk relating to the development of the Company's share price
According to the Norwegian Accounting Act, the Board confirms that the requirements for going concern are present, and the accounts are presented under this assumption. Financial forecasts for 2021 and the Group's equity and liquidity position provides the basis for this assessment.
The Board recommends the following allocation of the net result of Carasent ASA.
| Allocation of the result | |
|---|---|
| Transferred to retained earnings | (39 919) |
| Allocated | (39 919) |
At this stage, we do not believe the effect to be dramatic and we will continue to invest in our expansion projects with regards to new segments, geographies and new services.
Long term, we reiterate our market view. The market development, seen from a fundamental perspective - that is, the need for a growing healthcare sector and need for new value-creating and effective digital solutions - is very strong. The background to this is the underlying trends, with a growing aging population and an increased outpatient healthcare in a hard-pressed public sector.
Carasent – Director's Report 2020 Page 10
Carasent Corporate Governance policy is intended to ensure appropriate division of roles and responsibilities between the shareholders, the Board of Directors, and the Executive Management. Carasent emphasizes the importance of adhering to corporate governance principles consistent with the principles set out in the Norwegian Code of Practice for Corporate Governance as amended October 17, 2018, and include the equitable and equal treatment of all shareholders; the importance of having independent and qualified people in the Company's governing bodies; ensuring that all financial accounts are audited by qualified, independent auditors; and that information provided by the Company provides a timely and accurate representation of the underlying business activities and results.
The Corporate Governance report is included by reference in the Directors' Report as part of the Company's Annual Report.
The Company's business objective, as defined in the Articles of Association, is to develop, market, and rent out information technology-based solutions and related services to businesses of all sizes.
The Board is responsible for developing goals, strategies and risk profile, as well as securing shareholder values and social responsibility guidelines.
The Boad will review the goals, strategies and risk profile anually.
The Annual Report includes the Company's objectives and business strategy.
The Company has developed ethical guidelines as well as guidelines for corporate social responsibility.
On September 10th 2020, Carasent accomplished a private placement of 12,190,146 new shares, representing 30% of the outstanding share capital.
Carasent acquired 100 % of the shares in Avans Soma Holding AS on December 10, 2020. The total consideration was NOK 122,500,000 (adjusted to NOK 126,7 million after a fair value adjustment of the share consideration from signing to closing) of which a Seller's Note represented NOK 61,250,000 (50%). The Seller's Note were converted into 2,211,191 shares.
Following this the Company has per 31 December, 2020 a registered share capital of NOK 73,306,831.70 and 55,035,159 issued shares.
The Company believes it has sufficient capital to meet its existing objectives, strategy, and risk profile. The Board will aim to achieve the Company's overall objective to increase shareholder value through increased share price and, when appropriate, through dividends in accordance with a transparent dividend policy.
While the focus is on organic growth, the Company will also pursue acquisitions of other companies both within the current business market, but also stay open for other business and geographic markets.
At the Annual Shareholder Meeting on June 17, 2020, the Board was granted the authority to increase the Company's share capital by issuance of new shares with a total amount of NOK 27 062 124 through one or several placements. At an Extraordinary Shareholder Meeting on January 14, 2021, the Board was granted the authority to increase the Company's share capital by issuance of new shares with a total amount of NOK 36 653 400 through one or several placements. The authority is valid until next Annual Shareholder Meeting.
At the Annual Shareholder Meeting on June 17, 2020, the Board was granted the authority to purchase the Company's own shares, and to hold treasury shares within the limits of the Norwegian Public Limited Liability Companies Act. The maximum number of shares which may be acquired shall not exceed an aggregate par value of NOK 5 390 775 (corresponding to approximately 9.96 % of the Company's share capital per June 17, 2020).
The Company has only one class of shares and each share entitles the holder to one vote at the General Meetings. All transactions in the Company's shares will be carried out through the Oslo Stock Exchange or at prevailing Stock Exchange prices.
Shareholders pre-emptive rights will only be waived when this is appropriate and considered to be in the best interest of the Company and its shareholders. The Company will in such situations explain the justification for waiving the pre-emptive rights in the stock exchange announcement in connection with the increase in share capital.
The Board is committed to treat all shareholders equally. All transactions between the Company and shareholders, members of the Board, members of the Executive Management, or close associates of any such party will only be completed if all conditions in the Public Companies Act are fulfilled. This includes a written independent valuation report and the performance of a proper investigation to ensure whether any conflict of interest could exist. Members of the Board and Executive Management are obliged to report if they have a material, direct or indirect, interest in any transaction entered into by the Company.
The Company encourages shareholders to participate in shareholders' meetings. Calling notices with agenda, proposed resolutions, and attendance notice are sent to all shareholders no later than 21 days prior to the meeting. There is no formal deadline for the shareholders to confirm attendance to the shareholder meetings. All shareholders have the right to vote through proxies at shareholder meetings. A proxy form is distributed to all shareholders together with the Calling Notice where each agenda item is listed separately. The proxy form will include information about the procedure for shareholders to be represented through a proxy, including the named person that is available as representative for the shareholders under the proxy. To the extent possible, Board members, the Company's auditor, and members of the Nomination Committee will be present. The Board will ensure that the shareholder meetings will be chaired by an independent chairman.
All information relating to General Meetings, including proxy form, are posted on the Company's Website (www.carasent.com) as early as possible in advance of a General Meeting and no later than 21 days prior to the meeting. Election of nominated candidates for the Board will be made separately for each candidate.
The Nomination Committee is described in the Company's Articles of Association and consists of three members. The members of the current Nomination Committee were elected for a 2 year term at the ordinary Shareholder meeting on May 15, 2019. The members of the Nomination Committee are independent of the Board and the Executive Management team and endeavor to represent the shareholder's joint interests. None of the Nomination Committee members are members of the Board or the Executive Management team.
The Nomination Committee's tasks are to nominate candidates to the Board and to propose fees for Board members. All recommendations from the Nomination Committee will be justified in writing and associated information will be provided to shareholders at least 21 days prior to the relevant Shareholder meeting.
The Company's General Meeting will stipulate guidelines for the duties of the Nomination Committee.
Contact information related to the Company's Nomination Committee is provided on the Company's Investor Relations web page.
The composition of the Board is designed to ensure that Board members represent the common interest of all shareholders, and represent required and useful expertise in various fields. The composition of the Board ensures independence from main shareholders and that the Board can operate independently of any special interests. The Chairman of the Board Johan Lindqvist is a major shareholder through his company Windchange AS. None of the Board members are related to or dependent upon other large shareholders or members of the executive management.
Neither the Chief Executive Officer nor any other executive personnel are a member of the Board of Directors.
The Chairman of the Board and the other Board members are elected at the General Meeting and the term of all elected Board members is two years, with possibilities for re-election. The Company's Annual Report provides information on each of the Board members, including qualifications and relevant experience.
Members of the Board are encouraged to hold shares in the Company.
Human Peak and Balance AB, a company controlled by Chairman of the Board Johan Lindqvist holds 78 573 subscription rights. Ebba Fåhreus, Board Director, holds 78 573 subscription rights. Jesper Jannerberg elected as a new Board Director holds 78 573 subscription rights-
The Board meets regularly both in closed sessions and in face to face meetings with the CEO as the Board deems fit.
The Board has established Corporate Governance, Audit, and Remuneration and Compensation Committees. As the Board only has five members, the entire Board serve in all Committees except for the Audit Committee. The Audit Committee is represented by Terje Rogne (Chairman) and Jesper Jannerberg. The Company has established clearly defined roles, responsibilities and tasks for the Board and management. Further, the Board produces an annual plan detailing its role in developing the Company's strategy as well as the specific objectives for each year. The Board evaluates its work and its competence on an annual basis.
The Board is responsible for ensuring that management establishes and maintains adequate internal control over financial reporting. Carasent's internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting, and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and valid as of December 31, 2020.
Carasent internal control over financial reporting includes those policies and procedures that:
There are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of controls. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. The internal reporting will also include reporting in line with the Company's ethical guidelines and the guidelines for corporate social responsibility.
Carasent's Board believes Carasent's system of internal control provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
Compensation for Board members is resolved by the shareholders in the General Meeting and reflects the responsibility, competence, time commitment, and the complexity of the Company's business.
The Annual Report includes information on all remuneration paid to the Board members, and any remuneration in addition to the normal Director's fee is detailed.
The Annual Report includes information on all remuneration paid to Executive Personnel.
The Board of Carasent has established guidelines for the Company's reporting of financial and other information to ensure that all shareholders, and the investor market as a whole, are treated equally. Further, the Company has internal guidelines covering market communication through OSE releases. In addition, all financial information is available on Carasent's website at www.carasent.com
In the event of a take-over bid, the Board will ensure that all shareholders are treated equally and given sufficient information and time to form a view of the offer. The Board would normally not seek to prevent, hinder, or obstruct take-over bids. Further, the Board will, in relevant situations, ensure compliance with the provisions in Chapter 14 of Corporate Governance Guidelines.
The auditor participates in Board meetings that deal with annual accounts. In addition, separate meetings are arranged between the Board of Directors and the auditor when required, and at least once a year where neither the CEO nor other employees are present. The specified remuneration to the auditor is presented for resolution at the Annual meeting.
EPORT
| December 31, 2020 December 31, 2019 (Amounts in NOK 1,000) Operating Revenues Revenues 70 576 47 927 Total Operating Revenues 70 576 47 927 Cost of Sales Direct Costs of Revenues 13 789 8 745 Total Cost of Sales 13 789 8 745 Gross Profit 56 786 39 182 Operating Expenses Employee Compensation and Benefits 21 895 17 622 Other Operational and Administrative Costs 18 835 9 693 Depreciation and Amortization 12 629 7 386 Total Operating Expenses 53 359 34 701 Operating Income (loss) 3 427 4 481 Other Expense Interest Expense (687) (261) Other Financial Items (38 412) (28) Total Other Expense (39 098) (290) Income (loss) Before Income Taxes (35 672) 4 191 Income Tax Expense (2 459) (979) Net Income (loss) for the Period (38 131) 3 212 Attributable to Equity Holders of Parent (38 131) 3 212 Earnings Per Share: -0,85 0,08 -0,85 0,08 |
12 Months Ended | ||
|---|---|---|---|
| 12 Months Ended | |||
|---|---|---|---|
| December 31, 2020 | December 31, 2019 | ||
| (Amounts in NOK 1,000) | |||
| Net Income/ (Loss) | (38 131) | 3 212 | |
| Changes in translation differences | 10 536 | (4 067) | |
| Items that may be Reclassified Subsequently to Income Statement | 10 536 | (4 067) | |
| Total Other Comprehensive Income/(Loss) | 10 536 | (4 067) | |
| Total Comprehensive Income/(Loss) | (27 595) | (855) | |
| Attributed to Equity Holders of the Parent | (27 595) | (855) |
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| (Amounts in NOK 1,000) | Note | ||
| ASSETS | |||
| Non-Current Assets | |||
| Goodwill | 11 | 170 339 | 58 813 |
| Customer Relationships | 12 | 29 309 | 19 429 |
| Technology | 12 | 49 131 | 21 147 |
| Total Intangible Assets | 248 779 | 99 389 | |
| Tools and Equipment | 13 | 1 198 | 1 090 |
| Right of use Asset | 16 | 15 917 | 16 561 |
| Deferred tax assets | 9 | 1 117 | - |
| Total Non-Current Assets | 267 011 | 117 040 | |
| Current Assets | |||
| Customer Receivables | 14 | 11 071 | 7 667 |
| Other Receivables | 3 517 | 464 | |
| Prepaid Expenses | 2 195 | 562 | |
| Cash and Cash Equivalents | 15 | 221 155 | 10 928 |
| Total Current Assets | 237 939 | 19 620 | |
| TOTAL ASSETS | 504 949 | 136 660 |
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| (Amounts in NOK 1,000) | Note | ||
| LIABILITIES AND SHAREHOLDERS EQUITY | |||
| Equity Attributed to Equity Holders of the Parent | |||
| Share Capital | 73 307 | 54 124 | |
| Other Paid-in Capital | 354 630 | 35 819 | |
| Other reserves | 9 329 | (1 207) | |
| Retained Earnings | (36 290) | 1 839 | |
| Total Shareholders Equity | 18 | 400 975 | 90 575 |
| Liabilities to credit institutions | - | 1 134 | |
| Lease liability | 16 | 12 763 | 14 152 |
| Liability Stock Option Program | 17 | 41 180 | 2 780 |
| Deferred tax liability | 9 | 8 873 | 7 008 |
| Total non-current liabilities | 62 816 | 25 074 | |
| Current Liabilities | |||
| Trade Accounts Payable | 4 883 | 1 917 | |
| Accrued Expenses | 14 840 | 7 396 | |
| Contract liability | 4 | 6 930 | 5 270 |
| Tax Payable | - | 1 146 | |
| Current Liabilities to credit institutions | 943 | 851 | |
| Current lease liability | 16 | 4 803 | 2 607 |
| Other Current Liabilities | 8 759 | 1 825 | |
| Total Current Liabilities | 41 158 | 21 012 | |
| TOTAL LIABILITIES AND EQUITY | 504 949 | 136 660 |
Oslo 26.03.2021
| Johan Lindqvist | Terje Rogne | Ebba Fåhraeus | Jesper Jannerberg |
|---|---|---|---|
| Chairman of the Board | Director | Director | Director |
| ___ Anna Kinberg Batra Director |
___ Dennis Höjer CEO |
| Share capital | Share Premium | Translation | Retained | Total Equity |
|---|---|---|---|---|
| Reserve | difference | Earning |
| Reserve | difference | Earning | |||
|---|---|---|---|---|---|
| (Amounts in NOK 1000) | reserve | ||||
| Equity December 31, 2018 | 54 124 | 35 819 | 2 860 | (1 371) | 91 432 |
| Net Income for the Period | - | - | - | 3 212 | 3 212 |
| Change in translation differences | - | - | (4 067) | - | (4 067) |
| Other Comprehensive Income | - | - | (4 067) | 3 212 | (855) |
| Equity December 31, 2019 | 54 124 | 35 819 | (1 207) | 1 841 | 90 577 |
| Net Income for the Period | - | - | - | (38 131) | (38 131) |
| Change in translation differences | - | - | 10 536 | - | 10 536 |
| Other 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 | 354 629,800 | 9 329 | (36 290) | 400 975 |
| 12 Months Ended | |||||
|---|---|---|---|---|---|
| December 31, 2020 December 31, 2019 | |||||
| (Amounts in NOK 1,000) | Note | ||||
| Cash Flows from Operating Activities | |||||
| Profit/(Loss) Before Tax | (35 672) | 4 191 | |||
| Depreciation and Amortization | 12,13 | 12 629 | 7 386 | ||
| Interest expense | 8 | 687 | 290 | ||
| Fair value adjustments stock options | 17 | 38 400 | - | ||
| Change in Accounts Receivable | (830) | 722 | |||
| Change in Accounts Payable | 1 148 | (1 320) | |||
| Change in Current Assets & Liabilities | 4 560 | 2 027 | |||
| Income Tax Paid | (2 162) | (960) | |||
| Net Cash Flows Provided by Operating Activities | 18 761 | 12 335 | |||
| Cash Flows from Investing Activities | |||||
| Acquistions of company, net of cash paid | 3 | (59 993) | (30) | ||
| Investments in intangible and tangible assets | (16 131) | (10 735) | |||
| Cash Flows Used in Investing Activities | (76 125) | (10 765) | |||
| Cash Flows from Financing Activities | |||||
| Issuance of shares | 18 | 286 468 | - | ||
| Transaction cost related to issuance of shares | (13 927) | - | |||
| Stock Option Program | - | 2 780 | |||
| Payment Lease Liability | 16 | (2 302) | (797) | ||
| Repayment of Debt | (1 234) | (1 117) | |||
| Net paid interest | (687) | (290) | |||
| Cash Flows Used in Financing Activities | 268 318 | 575 | |||
| Effect of Exchange Rates on Cash and Cash Equivalents | (726) | 10 | |||
| Net Change in Cash and Cash Equivalents | 210 228 | 2 155 | |||
| Cash and Cash Equivalents at Beginning of Period | 10 928 | 8 773 | |||
| Cash and Cash Equivalents at End of Period | 221 156 | 10 928 |
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 at c/o Advokatsenteret Kristian Augusts gate 14, Oslo, Norway.
The financial statements were approved by the Board of Directors for publication on 25 March, 2021 and will be presented for final approval on the General Assembly on 3 rd of June 2021.
The consolidated financial statements of Carasent ASA have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), as adopted by the EU.
The consolidated figures are presented in NOK rounded to the nearest thousands. As a result of rounding adjustments, amounts and percentages may not add up to the total.
The financial statements are prepared on a going concern basis.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Figures from subsidiaries with different accounting policies are amended to ensure consistent accounting policies for the Group.
If the Group looses control over a subsidiary it derecognizes the assets, liabilities, and noncontrolling interest, and reclassifies to profit or loss, or transfers directly to retained earnings as appropriate, the amounts recognized in other comprehensive income/(loss) in relation to the subsidiary.
| Year of | ||||
|---|---|---|---|---|
| acquisition/ | Ownership | |||
| Company | incorporation | Registered office | Voting share | share |
| Carasent AS | 2019 | Norway | 100 % | 100 % |
| Evimeria EMR AB | 2018 | Sweden | 100 % | 100 % |
| Avans Soma Holding AS | 2020 | Norway | 100 % | 100 % |
| Avans Soma AS | 2020 | Norway | 100 % | 100 % |
The Group has the following subsidiaries as of 31 December 2020:
The consolidated financial statements are presented in NOK, which is Carasent ASA's functional currency.
Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
The Group has foreign entities with functional currency other than NOK. At the reporting date, the assets and liabilities of foreign entities with functional currencies other than NOK are translated into NOK at the rate of exchange at the reporting date and their income statements are translated at the average exchange rates per month. The translation differences arising from the translation are recognised in other comprehensive income until the disposal of the net investment, at which time they are recognised in the income statement.
An asset is classified as current when it is expected to be realized or sold, or to be used in the Group's normal operating cycle, or falls due or is expected to be realized within 12 months after the end of the reporting period. Other assets are classified as non-current. Liabilities are classified as current when they are expected to be settled in the normal operating cycle of the Group or are expected to be settled within 12 months of the end of the reporting period, or if the Group does not have an unconditional right to postpone settlement for at least 12 months after the balance sheet date.
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses. The Group has determined that the Board of Directors are the chief operating decision maker.
The segment information is reported in accordance with the reporting to the Board of Directors (the chief operating decision makers) and is consistent with financial information used for assessing performance and supporting the Group's direction and strategy, resource allocation and acquisition activities. The Group has identified one reportable segment in 2020.
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Events after the reporting period related to the group's financial position at the end of the reporting period, are considered in the financial statements. Events after the reporting period that have no effect on the group's financial position at the end of the reporting period, but will have effect on future financial position, are disclosed if the future effect is material.
The cash flow statement is presented using the indirect method.
The preparation of the Group's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The Group identified the following material estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:
The acquisition method of accounting is used to account for all business combinations. The consideration transferred in a business combination comprises the fair values of the assets transferred, liabilities incurred to the former owners of the acquired business, equity interests issued by the Group, fair value of any asset or liability resulting from a contingent consideration arrangement and fair value of any pre-existing equity interest in the subsidiary. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Goodwill arising on acquisition is recognized as an asset measured at the excess of the sum of the consideration transferred, the fair value of any previously held equity interests and the amount of any non-controlling interests in the acquired entity over the net amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the Group's interest in the net fair value of the acquired entity's identifiable assets, liabilities and contingent liabilities exceeds the total consideration of the business combination, the excess is recognized in the statement of profit or loss immediately.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration classified as a financial liability are subsequently re-measured to fair value with changes in fair value recognized in profit or loss.
Carasent ASA acquired the Norwegian group Avans Soma Holding AS (Avans Soma) at 10 December 2020. Avans Soma is a developer of leading medical record systems and IT solutions in the Norwegian health care market. The consideration was NOK 126.7 million, of which NOK 61.3 million was settled in cash and the remaining in issuance of 2.211.191 shares to the previous owner of Avans Soma. The shares were issued 10 December 2020 at a stock price of NOK 29.6.
The acquisitions required the use of critical judgements and significant estimates when identifying and valuing intangible assets. For Avans Soma Holding AS 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 10 years, which includes estimated revenue growth. These cash flows are adjusted for assumptions about churn, attrition and multiplied by a royalty rate of 15% (cost saving from owning the technology). These cost savings are discounted using a cost of capital rate of 9%. The technology are assumed to have a useful life of seven 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 10 years. These cash flows are adjusted for contributory asset charges (CAC). Churn is estimated to 10%. The cash flows are discounted using a 10% discount rate. The customer relationships are assumed to have a useful life of ten 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) | Avans Soma |
|---|---|
| Purchase consideration | |
| Cash consideration | 61 250 |
| Ordinary shares issued | 65 450 |
| Total purchase consideration | 126 700 |
| Technology | 15 505 |
| Customer relationship | 9 938 |
| Deferred tax assets | 1 117 |
| Right of use assets | 1 349 |
| Customer Receivables | 1 556 |
| Cash and cash equivalents | 1 257 |
| Deferred tax liability | (666) |
| Lease liability | (1 349) |
| Trade payables and other current liabilities | (1 522) |
| Net other assets and liabilities | (5 650) |
| Total net identifiable assets acquired at fair value | 21 535 |
| Consideration | 126 700 |
| Goodwill | 105 165 |
| Net cash outflow arising on acquisition | |
| Cash consideration | 61 250 |
| Less: | |
| Cash and cash equivalent balances acquired | (1 257) |
| Net cash outflow arising on acquisition | 59 993 |
Goodwill from the acquisition of Avans Soma represents expected synergies in the Group and will form a separate cash generating unit.
Acquisition costs of NOK 5.8 million arose as a result of the transactions. These have been recognized as part of other operating expenses in the statement of statement of profit or loss.
Avans Soma was consolidated effective as of 31 December 2020. If the acquisitions of Avans Soma had occurred on 1 January 2020, the revenue for the Group would have been NOK 92.0 million and the Group's loss would have been NOK 37 million.
Operating revenues are recognized when the customer obtains control over the product or services provided under the contract. The Group has quartly contracts which runs until written notice. Revenue from licenses is recognised over the subscription period (3 months). The license is paid upfront.
The revenue in 2020 and 2019 consist of webdoc license and addon services.
Webdoc is a cloud based EMR-system that gathers integrations and creates preconditions for a qualitative and efficient care. These licencing agreements provides the customers with the right to access the Group's IP. The "control" of these services are transferred to the customers on a continuous basis.
Addon services are digital services connected to Webdoc that can facilitate the customers' administration (such as SMS connection, postages services etc).The contract length with the customers varies from 3 months to 12 months. Add-on services are recognized once the service has been performed.
All revenues in 2020 and 2019 are related to Evimeria EMR AB, to customers in Sweden.
The following table summarizes the components of the Group's revenue to customers:
| Year Ended | Year Ended | ||
|---|---|---|---|
| December 31, | December 31, | ||
| (Amounts in NOK 1000) | 2020 | 2019 | |
| Webdoc License | 35 307 | 24 919 | |
| Addon services | 35 269 | 23 008 | |
| Total Revenues | 70 576 | 47 927 |
The Webdoc License is invoices to customers quarterly in advance with 30 days payment terms.
The following table summarizes the contract liability.
| (Amounts in NOK 1000) | Liability | |
|---|---|---|
| Invoiced in 2019 | 26 282 | |
| Revenue recognized in 2019 | 24 919 | |
| Balance December 31, 2019 | 5 270 | |
| Invoiced in 2020 | 36 967 | |
| Revenue recognized in 2020 | 35 307 | |
| Balance December 31, 2020 | 6 930 |
The following table summarizes the components of the Group's cost of sales. All cost of sales are related to add on services provided to customers and are recognised in accordance with related revenues.
| Year Ended | Year Ended | ||
|---|---|---|---|
| December 31, | December 31, | ||
| (Amounts in NOK 1000) | 2020 | 2019 | |
| Third party suppliers | 13 789 | 8 745 | |
| Total Cost of Sales | 13 789 | 8 745 |
clude
All the employees in the Group have a contribution plan. The Group's payments are recognized in the profit or loss as an employee benefit expenses for the year to which the contribution applies.
The following table summarizes the components of the Group's Compensation and Benefits:
| Year Ended | Year Ended | |
|---|---|---|
| December 31, | December 31, | |
| (Amounts in NOK 1000) | 2020 | 2019 |
| Salaries | 25 962 | 16 313 |
| Social Security Tax | 8 227 | 5 748 |
| Pension Employee | 1 854 | 1 331 |
| Other Compensation | 1 500 | 3 899 |
| Work performed by the company for its own use and capitalized | - 15 647 |
- 9 669 |
| Total Employee Compensation and Benefits | 21 895 | 17 622 |
Average number of employees in the Group were 54 in 2020 and 39 in 2019.
The tables below set forth the compensation summary for the CEO and Board of Directors for the year ended December 31, 2020.
| Total | ||||
|---|---|---|---|---|
| (Amounts in NOK 1000) | Salary | Other | Board Fees | Remuneration |
| Johan Lindqvist (Chairman) | - | - | 400 | 400 |
| Ebba Fahraeus (Board Member) | - | - | 200 | 200 |
| Terje Rogne (Board Member) | - | - | 200 | 200 |
| Jesper Jannerberg (CEO) | 941 | - | - | 941 |
| Dennis Höjer (CEO Evimeria) | 1 235 | - | - | 1 235 |
| Niclas Hugosson (Founder and Business Development) | 860 | - | - | 860 |
| Lars Forsberg (CFO) | - | 600 | - | 600 |
| Total | 3 035 | 600 | 800 | 4 435 |
Figures as of the year ended December 31, 2019:
| Salary | Other | Board Fees | Total | |
|---|---|---|---|---|
| Remuneration | ||||
| (Amounts in NOK 1000) | ||||
| Johan Lindqvist (Chairman) | - | 400 | 400 | |
| Ebba Fahraeus (Board Member) | - | 200 | 200 | |
| Terje Rogne (Board Member) | - | 200 | 200 | |
| Jesper Jannerberg (CEO) | 832 | 18 | - | 850 |
| Total | 832 | 18 | 800 | 1 650 |
The Group's Chairman, Johan Lindqvist is entitled to a fee of NOK 400 000 per annum of which NOK 400 000 was outstanding as of December 31, 2020 and will be paid in March 2021.
Terje Rogne and Ebba Fåhraeus are paid a Directors fee of NOK 200 000 per year of which NOK 200 000 was outstanding to each as of December 31, 2020. All outstanding board fees will be paid in March 2021.
In December 2020 Dennis Höjer was appointed as new CEO. Dennis is the former CEO of Evimeria EMR AB and COO of Carasent ASA and assumed his new position January 1, 2021. Furthermore, Anna Kinberg Batra and Jesper Jannerberg (former CEO of Carasent ASA) were elected as new Board member at the extra Annual General Meeting on January 14, 2021.
New regulation related to management remuneration for listed companies is effective from 2021. The Group is working on implementing the changes, which will be approved the General Assembly and the report will be made publically available at www.carasent.com. In 2020 the management remuneration is based on the "Declaration on salary and other remuneration to senior management" approved at the Annual Shareholder Meeting on June 17, 2020. This declaration is a policy for base salary, pension, other benefits and share option program.
A Compensation Committee established by the Board is handling the remuneration issues in accordance with the policy.
The Group is dependent on motivated employees. Salary and other benefits for all employees shall be competitive in order to attract and retain motivated and skilled management.During 2020 and 2019 total compensation for each of the senior management in the Carasent Group, as well as other senior executives, comprised of only base salary and other fixed benefits. None of the employees are granted bonus or severance payment in case of termination.
The following table summarizes the components of the Group's Other Operational and Administrative Costs:
| Year Ended | Year Ended | ||
|---|---|---|---|
| December 31, | December 31, | ||
| (Amounts in NOK 1000) | 2020 | 2019 | |
| Marketing | 526 | 277 | |
| Travel & Entertainment | 145 | 519 | |
| Rent and office expenses | 1 582 | 1 277 | |
| Professional Services | 14 605 | 4 693 | |
| Utilities and Maintenance Costs | 415 | 594 | |
| IT services | 933 | 535 | |
| Other operating expenses | 629 | 1 798 | |
| Total Operating Expenses | 18 835 | 9 693 |
The table below summarizes the components of the Group's audit related fees (the amounts are ex VAT):
| Group: | ||
|---|---|---|
| (Amounts in NOK thousands) | 2020 | 2019 |
| Audit | 730 | 593 |
| Other assurance services | 75 | |
| Tax services | 78 | |
| Other services | 1 757 | 153 |
| Total fees to KPMG | 2 639 | 746 |
| Parent company: | ||
| (Amounts in NOK thousands) | 2020 | 2019 |
| Audit | 576 | 533 |
| Other assurance services | 75 | |
| Tax services | 78 | |
| Other services | 1 757 | 153 |
| Total fees to KPMG | 2 485 | 686 |
Fees for other services in 2020 primarily relates to due diligence services.
The following table summarizes the components of the Group's Financial Income and Expense:
| Year Ended | Year Ended | ||
|---|---|---|---|
| December 31, | December 31, | ||
| (Amounts in NOK 1000) | 2020 | 2019 | |
| Interest Expense | 687 | 261 | |
| Change in fair value of stock option liability, see note 17 | 38 400 | - | |
| Other financial items | 11 | 28 | |
| Financial Income and Expense | 39 098 | 289 |
Income tax expenses consist of taxes payable and changes to deferred tax. Tax is recognized in the profit or loss, except to the extent that it relates to items recognized in other comprehensive income/(loss) or directly in equity.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are calculated on the basis of temporary differences between the carrying amount of assets and liabilities in the financial statement and their tax basis, together with tax losses carried forward at the balance sheet date. Deferred tax assets and liabilities are calculated based on the tax rates and tax legislation that are expected to apply when the assets are realized or the liabilities are settled, based on the tax rates and tax legislation that have been enacted or substantially enacted on the balance sheet date.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available, against which the assets can be utilized. Part of the basis for recognising deferred tax assets is based on applying the loss carried forward against future taxable income in the group, which requires use of estimates for calculating future taxable income. Deferred tax assets are not recognised for entities with longer periods of losses unless there is convincing evidence of recoverability. Deferred tax assets and liabilities are not discounted. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity. The entities included in the consolidated financial statements are subject to income tax in the countries where they are domiciled.
| (Amounts in NOK 1000) | 2020 | 2019 | |
|---|---|---|---|
| Income tax expense | |||
| Tax payable | 2 145 | 961 | |
| Changes in deferred tax | 313 | 18 | |
| Total income tax expense | 2 458 | 979 |
All tax payables are prepaid and there is no current tax liability in the balance sheet.
| (Amounts in NOK 1000) | 2020 | 2019 | |
|---|---|---|---|
| Non current assets | 32 284 | 29 641 | |
| Gains and loss account | 84 | 31 | |
| Other temporary differences | - | 36 965 | 2 035 |
| Total | - | 4 597 | 31 706 |
| Tax loss carried forward | - | 239 495 - |
218 415 |
| Net temporary differences | - | 244 092 - |
186 709 |
| Deferred tax liability (asset) | - | 53 732 - |
41 075 |
| Of which not recognized | - | 61 488 - |
48 083 |
| Carrying value deferred tax liability (assets) | 7 756 | 7 008 | |
| whereof deferred tax assets | 1 117 | - | |
| whereof deferred tax liabilities | 8 873 | 7 008 |
| (Amounts in NOK 1000) | 2020 | 2019 | |
|---|---|---|---|
| Deffered tax liabilities at 1 January | 7 008 | 7 253 | |
| Recognised deferred tax expense | 313 | 18 | |
| Acquisition of companies | - | 452 | - |
| Currency translation effects | 887 - |
263 | |
| Deffered tax liabilities at 31 December | 7 756 | 7 008 |
In Norway the group has deferred tax assets relating to tax loss carry forward (tax value NOK 61 million in 2020 and NOK 48 million in 2019). The tax loss has no expiry date. Based on the current operations in Norway there is no convincing evidence that this deferred tax asset can be utilized. Consequently the deferred tax asset has not been recognized.
| (Amounts in NOK 1000) | 2020 | 2019 | |
|---|---|---|---|
| Net Income (Loss) before tax | - | 35 672 | 4 191 |
| Expected income taxes at statutory tax rate | - | 6 662 | 203 |
| Permanent differences | - | 3 323 | 826 |
| Unrecognized deferred tax assets | 12 458 - |
68 | |
| Other changes | - | 14 | 18 |
| Income tax expense | 2 459 | 979 | |
| Effective tax rate in % | -7 % | 23 % |
Carasent – Annual Report 2020 Page 36
Basic earnings per share is calculated by dividing profit or loss attributable to ordinary equity holders of the parent company by the weighted average number of ordinary shares outstanding during the period.
The calculation of diluted earnings per share is consistent with the calculation of the basic earnings per share, but at the same time gives effect to all dilutive potential ordinary shares that were outstanding during the period, by adjusting the profit/loss and the weighted average number of shares outstanding for the effects of all dilutive potential shares, for example:
• The profit or loss for the period attributable to shares is adjusted for changes in profit or loss that would result from the conversion of the dilutive potential ordinary shares.
• The weighted average number of shares is increased by the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares.
The following table presents the earnings per share:
| Year Ended | Year Ended | |
|---|---|---|
| December 31, | December 31, | |
| (Amounts in NOK 1000 Except for Share Data) | 2020 | 2019 |
| Income/ (Loss) for the year | (38 131) | 3 212 |
| Total Income/ (Loss) for the Year | (38 131) | 3 212 |
| Weighted Average Common Shares Outstanding | 44 884 491 | 40 633 822 |
| Basic and Diluted Earning Per Share for the Year | (0,85) | 0,08 |
There are 2 million warrants/stock options issued and are potential dilutive shares in the future.
Goodwill is recognized as a part of business combinations. Goodwill is initially measured at the excess of the consideration over of the acquiree in excess of the acquiree's identifiable net assets.
Goodwill does not generate cash flows independently of other assets or groups of assets, and is allocated to the cash-generating units expected to benefit from the synergies of the combination that gave rise to the goodwill. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. The Group has identified two cash-generating units for the purpose of goodwill testing: Evimeria (acquired in 2018) and Avans Soma (acquired in the end of 2020).
Cash-generating units to which goodwill has been allocated, are tested for impairment annually or more frequently if there is any indication that the cash-generating unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets not yet brought into use are assessed for impairment annually. If it is not possible to estimate the recoverable amount of an individual asset, the group determines the recoverable amount of the cash-generating unit to which the asset belongs.
An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value, less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the cash-generating unit to which the asset belongs.
The Group's Goodwill relates to the following:
| Exchange rate | ||||
|---|---|---|---|---|
| (Amounts in NOK 1000) | 2019 | Acquisition | differences | 2020 |
| Evimeria | 58 813 | - | 6 360 | 65 173 |
| Avans Soma | - | 105 165 | - | 105 165 - |
| Total | 58 813 | 105 165 | 6 360 | 170 338 |
As part of the Group's annual review process it assesses whether or not acquired goodwill or other non current assets have been impaired. The estimate reflects the Group's assessment of the value of the cash-generating unit to which the goodwill is allocated or the non current assets are associated. Calculating the value in use requires the Group to estimate the expected cash flows from the cash-generating unit (if available) and also to choose a suitable discount rate in order to calculate the present value of cash flow.
The Group evaluates its non current assets on a consolidated basis as two cash generating unit. The recoverable amount for the cash generating unit has been determined based on a value in use calculation using cash flow projections based on financial budgets approved by senior management covering a five-year period and beyond five year a perpetual growth rate of future cash flow has been set to 2 %. The discount rate applied to cash flow projections was 12.2 % post tax. In 2020 the only Cash Generating Unit applicable for testing was Evimeria EMR AB. Avans Soma was acquired by the end of 2020 and a purchase price allocation was performed and goodwill identified at that time, see note 3.
The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of non current assets:
Revenues - The basis for determining the value assigned to budgeted revenue growth is expected license sales which is based on historical sales and market opportunities. Add-on revenues is based on a increasing ratio to the license revenues.
Gross Margins - The basis for determining the value assigned to budgeted gross margins is the average gross margins achieved in the year immediately prior to the budgeted year, contract with suppliers and management's estimates for the next years.
Operating Expenses - The basis for determining the value assigned to operating expenses is the forecasted need for employees and historical costs. The Group has established a track record of effectively managing its costs and believes its operating expense scalability to be reasonable.
Capital Expenditures – The Group's capital expenditures consist mainly of internally developed software (Webdoc) which can be forecasted as a part of costs of software developers and expected new moduled in Webdoc.
Pre-Tax Discount Rates – To determine the present value of the future cash flows, the Group has used a WACC model (Weighted Average Cost of Capital).
The Group has used the capital asset pricing model (CAPM) to determine the cost of equity (Re). The risk-free rate of interest is set to the annual average of 10-year goverment bonds (0.81%) and the expected market return is estimated to be 7.7 %. The Beta is calculated as the ratio of covariance between the return on asset and return on the market index, and the variance in the return on the market index. The Beta is estimated to 0.87. Carasent belongs to small companies when considering market risk premium, according to PWC the size risk premium should be 3.2% This determines the cost of equity to 10.19 %. The cost of debt is given by the current rate of Evimeria EMR AB:s debt interest. The WACC is therefore determined to 10.35 %.
The result of the test is that there is no need of impairment. Two sensivity analysis were carried out; The forecasted EBIT can decrease with more than 77 % and the value in use will still meet the carrying value. The WACC can increase to 109 % and the value in use will still meet the carrying value.
Generally, intangible assets are recognized in the balance sheet if it is probable that there are future economic benefits that can be attributed to the asset which is owned by the Group, and the asset's cost can be reasonably estimated. Intangible assets are recorded at cost.
Intangible assets with a finite useful life are amortized over the useful life. Amortization is carried out using the straight-line method over the estimated useful life. The amortization estimate and method is subject to an annual assessment based on the future economic benefits. Intangible assets with indefinite useful lives are not amortized, but impairment losses are recognized if the recoverable amount is less than the current carrying value. The recoverable amount is calculated each year or if there are any indications of a decrease of value.
Expenditures on development activities are capitalized, if, and only if, all of the following conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the ability to measure reliably the expenditure attributable to the intangible asset during its development
Capitalized development costs include costs directly attributable to development of the intangible, such as personnel expenses and consultancy services.
The following table summarizes the activity of the Group's Intangible Assets:
| Internally | ||||
|---|---|---|---|---|
| Cutomer | generated | |||
| (Amounts in NOK 1000) | Relationship | Technology | development | Total |
| Cost | ||||
| Cost at 31 December 2018 | 24 318 | 14 868 | 2 574 | 41 760 |
| Additions | - | - | 9 930 | 9 930 |
| Exchange differences | (1 077) | (318) | (165) | (1 560) |
| Cost at 31 December 2019 | 23 241 | 14 550 | 12 339 | 50 130 |
| Additions | - | - | 15 648 | 15 648 |
| Acquisition of business | 9 938 | 15 505 | - | 25 443 |
| Exchange differences | 2 516 | 1 717 | 1 016 | 5 249 |
| Cost at 31 December 2020 | 35 695 | 31 771 | 29 003 | 96 469 |
| Amortization and impairment | ||||
| Accumulated at 31 December 2018 | (1 524) | (2 269) | 249 | (3 544) |
| Amortization for the year | (2 289) | (2 012) | (1 710) | (6 011) |
| Accumulated at 31 December 2019 | (3 813) | (4 280) | (1 462) | (9 555) |
| Amortization for the year | (2 574) | (1 368) | (4 533) | (8 475) |
| Accumulated at 31 December 2020 | (6 387) | (5 648) | (5 994) | (18 030) |
| Carrying amount at 31 December 2019 | 19 428 | 10 270 | 10 877 | 40 575 |
| Carrying amount at 31 December 2020 | 29 308 | 26 123 | 23 008 | 78 439 |
| Amortization method | Linear | Linear | Linear | |
| Estimated useful life | 10 years | 7 years | 5 years |
The Group has no research costs that has been expensed in 2020 and 2019.
Technology is the technology acquired in a business combination. Internally generated development is development of the technology after acquisition.
Tangible assets are stated at historical cost, less accumulated depreciation and any impairment charges. Depreciation is calculated on a straight-line basis over the assets' expected useful life and adjusted for any impairment charges. Ordinary repairs and maintenance costs are charged to the income statement during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount and are included in operating profit. Major assets with different expected useful lives are reported as separate components.
Tangible assets are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. The difference between the asset's carrying amount and its recoverable amount is recognized in the profit or loss statement as an impairment loss.
Tangible assets that have suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
The following table summarizes the activity of the Group's tangible assets:
| Tools and | ||
|---|---|---|
| (Amounts in NOK 1000) | equipment | |
| Cost | ||
| Cost at 31 December 2018 | 822 | |
| Additions | 695 | |
| Exchange differences | (16) | |
| Cost at 31 December 2019 | 1 501 | |
| Additions | 514 | |
| Exchange differences | 54 | |
| Cost at 31 December 2020 | 2 069 |
| Amortization and impairment | |
|---|---|
| Accumulated at 31 December 2018 | (144) |
| Amortization for the year | (267) |
| Accumulated at 31 December 2019 | (411) |
| Amortization for the year | (460) |
| Accumulated at 31 December 2020 | (871) |
| Carrying amount at 31 December 2019 | 1 090 |
| Carrying amount at 31 December 2020 | 1 198 |
| Amortization method | Linear |
| Estimated useful life | 3-5 years |
Customer receivables are initially measured at fair value. Customer receivables are non-interest bearing and trading terms are up to 30 days and therefore classified as current. The receivables are subsequently measured at amortized cost using the effective interest method, if the amortization effect is material, less loss allowance.
Due to the short-term nature of the trade receivables, their carrying amount is considered to be the same as the transaction price.
Loss allowance and risk exposure
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.
The expected loss rates are based on payments profiles and customer contracts in the previous years.
Receivables are grouped into categories and the expected loss rates reflect the Group's ability on collecting once receivables are overdue.
The table below sets forth the Group's customer receivables as of December 31, 2020 and 2019: Note that the acquired customer receivables at 31 December of NOK 1,556 thousand is not included in the table below as it reflect the fair value and is not included in the basis for loss allowance, see also note 3.
December 31, 2020:
| Current | Up to 30 days past | Up to 60 days | Up to 120 | Total | |
|---|---|---|---|---|---|
| (Amounts in NOK 1000) | due | past due | days past due | ||
| Expected loss rate | 0,6% | 10,0% | 20,0% | 0,0% | |
| Gross carrying amount - trade receivables | 9 366 | 122 | 35 - | 9 | 9 515 |
| Loss allowance | 60 | 12 | 7 | - | 80 |
December 31, 2019
| Current | Up to 30 days past | Up to 60 days | Up to 120 | Total | |
|---|---|---|---|---|---|
| (Amounts in NOK 1000) | due | past due | days past due | ||
| Expected loss rate | 0,6% | 10,0% | 20,0% | 50,0% | |
| Gross carrying amount - trade receivables | 7 472 | 140 | 21 | 34 | 7 667 |
| Loss allowance | 47 | 14 | 4 | 17 | 82 |
| (Amounts in NOK 1000) | Loss reserves |
|---|---|
| December 31, 2018 | 47 |
| Change in reserve | 35 |
| December 31, 2019 | 82 |
| Change in reserve | (2) |
| December 31, 2020 | 80 |
Cash and cash equivalents include bank deposits. Cash and cash equivalents in foreign currencies are translated at closing rate.
The following table summarizes the Group's Cash and Cash Equivalents. Cash balances held by the Group's bank earns interest at a floating rate based on average daily balances:
| Year Ended | Year Ended | |
|---|---|---|
| December 31, | December 31, | |
| (Amounts in NOK 1000) | 2020 | 2019 |
| Cash at Bank | 220 254 | 10 928 |
| Restricted Cash | 901 | - |
| Total Cash and Cash Equivalents | 221 155 | 10 928 |
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative standalone prices. The lease agreements do not impose any covenants.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the fixed payments.
The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group uses a build-up approach that starts with a risk-free interest rate similar to the length of the lease adjusted for margin relevant for the company and the assets held by the Group.
The Group is exposed to potential future increases in variable lease payments based on an index, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. The right-of-use assets are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its recoverable amount.
Payments associated with short-term leases and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.
The Group has contracted office spaces through lease agreements and a lease agreement for furniture and inventories.
| (Amounts in NOK 1000) | Right of use Assets | Lease liability 3 657 |
|
|---|---|---|---|
| Balance December 31, 2018 | 3 657 | ||
| Termination | (3 657) | (3 657) | |
| Additions | 17 100 | 17 176 | |
| Depreciation/Interest expense | (1 043) | 123 | |
| Payments | - | (797) | |
| Fx effects | 504 | 256 | |
| Balance December 31,2019 | 16 561 | 16 758 | |
| Termination | |||
| Additions | |||
| Depreciation/Interest expense | (3 694) | 687 | |
| Acquired business | 1 349 | 1 349 | |
| Payments | - | (2 989) | |
| Fx effects | 1 702 | 1 761 | |
| Balance December 31,2020 | 15 917 | 17 566 |
The following table summarizes the Group's Right of Use Assets and Lease Liability at December 31, 2020:
Carrying amount of right of use assets related to property is NOK 14,368 thousand and NOK 1,549 thousand related to equipment in 2020 (NOK 14,813 thousand and NOK 1,748 thousand in 2019). Expensed short-term and low value lease is NOK 369 thousand in 2020 (NOK 117 thousand in 2019).
Upon initial recognition, financial liabilities are measured at fair value. The transaction costs directly attributable to the acquisition are also recognized for all financial liabilities that are not subsequently measured at fair value through profit or loss. Trade payables and other non-derivative financial liabilities are generally measured at amortized cost using the effective interest method. A financial liability is derecognized when the obligation underlying the liability is discharged, canceled or expired.
The fair value of financial instruments is based on quoted prices as at the balance sheet date in an active market, if such markets exist. If an active market does not exist, fair value is established by using valuation techniques that are expected to provide a reliable estimate of the fair value.
Financial instruments measured at fair value are classified according to the valuation method:
Changes in fair value are presented in profit or loss in the line-item Other Financial Income/ (Expenses).
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, will have 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 intiial 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 option when issued was NOK 1.39. As at 31 December 2020 the fair value of the stock option was estimated to NOK 19.97. Based on the 2 million options issued, the change in fair value resulted in NOK 37.2 million expense in 2020 (NOK 14.9 in the fourth quarter. As at 31 December 2019 the fair value of the warrants were estimated to be NOK 1,39 per warrant, resulting in a financial liability of NOK 2,78 million for the Group.
The fair value of the warrants are measured according to level 3. The basis for fair value is the Black-Scholes option pricing model. The following parameters are used as basis for the calculation:
| 2020 | |
|---|---|
| Number of instruments | 2 000 000 |
| Contractual life | 1,9 |
| Share price | 36,6 |
| Subscription price | 14,5 |
| Volatility | 45,2 % |
| Dividend | - |
| Liquidity discount | 8,8 % |
Carasent – Annual Report 2020 Page 46
The fair value will increase or decrease with the fluctuation of the share price. The assumptions in the model relates to volatility and the liquidity discount.
The fair value is also sensitive to changes in assumptions such as volatility and liquidity discount. An increase in volatility with +10%-points will increase the fair value from NOK 41.2million to NOK 42,0 million, all other factors kept constant. Similarly, a reduction in liquidity discount of - 3,8%-points would increase the fair value from NOK 41.2 million to NOK 42,9 million.
The tables below set forth the warrants hold by the Board of Directors and management for the year ended December 31, 2020
| Number of Warrants | |
|---|---|
| Johan Lindqvist (Chairman) | 78 573 |
| Ebba Fahraeus (Board Member) | 78 573 |
| Jesper Jannerberg (CEO) | 78 573 |
| Dennis Höjer (CEO Evimeria) | 78 573 |
| Niclas Hugosson (Founder and Business Development) | 78 573 |
| Lars Forsberg (CFO) | 78 573 |
| Total | 471 438 |
Direct transaction costs relating to an equity offering are recognized against equity after deducting tax expenses. No other costs are directly recognized against equity.
At December 31, 2020 the Company had only one class of shares with a par value of NOK 1.332. Each share has one vote. There are no trade limitations on the Company's shares. The shares are registered in the Norwegian Registry of Securities.
| Number of shares | Share Capital (NOK | |
|---|---|---|
| thousand) | ||
| Balance December 31, 2018 | 40 633 822 | 54 124 |
| Balance December 31, 2019 | 40 633 822 | 54 124 |
| Share issuance | 14 401 337 | 19 183 |
| Balance December 31, 2020 | 55 035 159 | 73 307 |
In relation to the acquisition of Avans Soma Holding AS (December 2020) where 50 % of the consideration is agreed to be new shares in Carasent ASA, 2.211.191 new shares were issued which was valued at NOK 29,6 per share, amonting to NOK 65.45 million. The share capital increased by NOK 2.945 thousand to NOK 73.307 thousand.
Carasent accomplished a private placement of 12,190,146 new shares 9 September 2020. The subscription price was NOK 23.5 per share, raising gross proceeds of NOK 286.5 million. The share capital increased by NOK 16,237 thousand to NOK 70,361 thousand.
| Shareholder | Holding | Stake |
|---|---|---|
| Swedbank AB | 5 425 446 | 9,9% |
| Carnegie Investment Bank AB | 5 030 625 | 9,1% |
| FACTIS INVEST AB | 4 403 266 | 8,0% |
| Avanza Bank AB | 3 638 266 | 6,6% |
| Danske Bank A/S | 2 930 000 | 5,3% |
| JPMorgan Chase Bank, N.A., London | 2 213 625 | 4,0% |
| RIEBER & SØN AS | 2 211 191 | 4,0% |
| Skandinaviska Enskilda Banken AB | 2 165 000 | 3,9% |
| WINDCHANGE AS | 2 152 238 | 3,9% |
| State Street Bank and Trust Comp | 2 000 000 | 3,6% |
| Nordnet Bank AB | 1 938 045 | 3,5% |
| TIGERSTADEN AS | 1 630 302 | 3,0% |
| Danske Bank A/S | 1 538 840 | 2,8% |
| DNB BANK ASA | 1 500 106 | 2,7% |
| Skandinaviska Enskilda Banken AB | 1 500 000 | 2,7% |
| ADMANIHA AS | 1 000 000 | 1,8% |
| The Northern Trust Comp, London Br | 950 000 | 1,7% |
| ARCTIC SECURITIES AS | 833 334 | 1,5% |
| TTC INVEST AS | 741 151 | 1,3% |
| SEB CMU/SECFIN POOLED ACCOUNT 649 528 | 1,2% | |
| Total Largest 20 Shareholders | 44 450 963 | 80,8% |
| Other Shareholders | 10 584 196 | 19,2% |
| Total Shares Outstanding | 55 035 159 | 100,0% |
Windchange AS and Windchange Invest AB are entities 100% owned by the Company's chairman.
Shares owned (both directly and indirectly) by the Board of Directors and the CEO at December 31, 2020:
| Name | Position | Shares |
|---|---|---|
| Johan Lindqvist | Chairman | 2 824 124 |
| Terje Rogne | Board Member | 1 000 000 |
| Ebba Fahraeus | Board Member | 85 013 |
| Jesper Jannerberg | CEO | 4 972 831 |
| Dennis Höjer | CEO Evimeria | 4 403 266 |
| Niclas Hugosson | Founder and Business Development | 4 502 417 |
| Lars Forsberg | CFO | 1 310 106 |
| Total | 19 097 757 |
The Company's Chairman, Johan Lindqvist is entitled to a fee of NOK 400 000 per annum. Mr. Lindqvist is also entitled to a fee of NOK 400 000 for consulting services as approved by the shareholders in May 2012.
The Company contracts with Jon Schultz, a former Board member, to provide legal services. The Company paid Mr. Schultz's legal firm NOK 450 000 in 2020 and 2019 for professional legal services. The Company believes the remuneration paid to Mr. Schultz's legal firm during 2020 and 2019 was equivalent to prevailing market rates. At December 31, 2020, Jon Schultz, the Company's legal counsel, owned directly and indirectly 68,207 shares of Carasent ASA (293 207 per December 31, 2019).
The most significant financial risks which affect the Group are credit risk, liquidity risk and market risk related to foreign exchange rate risk, described further below. Management performs continuous evaluations of these risks and related processes established to manage them within the Group.
| Exposure arising | ||
|---|---|---|
| Risk | from | Measurement |
| Market risk - | Future commercial | Cash flow |
| foreign | transactions. | forecasting. |
| exchange | Recognized financial assets and liabilities not denominated in the functional currency. |
|
| Credit risk | Cash and cash equivalents and trade receivables |
Aging analysis. Credit ratings. |
| Liquidity risk | Current liabilities | Rolling cash flow forecasts |
Financial Instruments:
| (Amounts in NOK 1000) | 2020 | 2019 |
|---|---|---|
| Financial instruments measured at amortized cost | ||
| Custome receivables | 11 071 | 7 667 |
| Other receivables | 3 517 | 464 |
| Cash and cash equivalents | 221 155 | 10 928 |
| Liabilities to credit institutions | (943) | (1 985) |
| Trade accounts payable | (4 883) | (1 917) |
| Other Current Liabilities | (8 759) | (1 825) |
| Net financial instruments measured at amortized cost | 221 160 | 13 331 |
| Financial instruments measured at fair value | ||
| Liability Stock Option Program | 41 180 | 2 780 |
| Net financial instruments measured at fair value | 41 180 | 2 780 |
| Total net financial instruments | 262 340 | 16 111 |
All financial instruments measured at fair value through profit or loss is categorized within level 3 valuation method, see note 17 for more information.
It is the Group's policy not to engage in trading of financial instruments.
The Group presents its financial statements in NOK. The Group operates in Norway and Sweden. With different functional currencies, the Group might be exposed to currency gains and losses on debt and receivables between the companies, which will affect its reported profit or loss. Currently there are limited exposure in the Group for receivables and liabilities denominated in a currency different from the different companies own functional currency.
The Group's credit risk arises from cash and cash equivalents as well as outstanding receivables. The Group has no material credit risk due to the nature of the business and its customers within the health care industry. Trade receivables are paid upfront and have maximum 30 days payment term.
The Group monitors liquidity centrally across the group. It is the Group's strategy to have sufficient cash and cash equivalents to at any time fund operations and investments according to the Group's strategic plans. The liquidity is managed through monthly cash flow forecasts based on net income, capital expenditures and net working capital. Currently, the Group has a solid cash position to maintain its obligations.
The Group's objectives for capital management are to ensure that it maintains sufficient free liquidity with regards to cash and cash equivalents in order to support its business and obligations as well as having sufficient flexibility to invest in attractive investment opportunities. The Group manages its capital structure in light of changes in economic and actual conditions, and the development in the groups underlying business. The Group's equity ratio is 80% per 31.12.2020. The Group does not have immaterial interest-bearing loans.
The Group has not identified any events after the balance sheet date that require separate disclosures.
There are no new or amended standards that affect the Group as of the year 2020.
There are few standards, and interpretations which have been issued by the International Accounting Standards Board (IASB) that are effective in future accounting periods.None of these would be expected to have a material impact on the entity in the future reporting periods and on foreseeable future transactions.
| 12 Months Ended | ||||
|---|---|---|---|---|
| (Amounts in NOK 1,000) | Note | December 31, 2020 | December 31, 2019 | |
| Revenue | 4 500 | 4 500 | ||
| Total Operating Revenues | 3 | 4 500 | 4 500 | |
| Operating Expenses | ||||
| Employee Compensation and Benefits | 4 | 1 267 | 913 | |
| Other Operational and Administrative Expenses | 5 | 4 740 | 3 250 | |
| Total Operating Expenses | 6 007 | 4 163 | ||
| Net Operating Income/ (Loss) | (1 507) | 337 | ||
| Financial Items | ||||
| Other Financial Expense | (38 412) | (28) | ||
| Financial Income and Expense | 6 | (38 412) | (28) | |
| Net Income/ (Loss) Before Income Taxes | (39 919) | 308 | ||
| Income Tax | 1 0 |
- | - | |
| Net Income/ (Loss) | (39 919) | 308 |
Statement of Financial Position
| 31. December | 31. December | ||
|---|---|---|---|
| (Amounts in NOK 1,000) | Note | 2020 | 2019 |
| ASSETS | |||
| Fiancial Non-Current Assets | |||
| Investment in Subsidaries | 7 | 219 654 | 87 191 |
| Total Financial Non-Current Assets | 219 654 | 87 191 | |
| Total Non-Current Assets | 219 654 | 87 191 | |
| Current Assets | |||
| Other Receivables | 719 | ||
| Prepaid Expenses | 33 | 32 | |
| Cash and Cash Equivalents | 208 594 | 3 502 | |
| Total Current Assets | 209 346 | 3 534 | |
| TOTAL ASSETS | 429 001 | 90 725 | |
| LIABILITIES AND EQUITY | |||
| Share Capital | 73 307 | 54 124 | |
| Share Premium Reserve | 354 630 | 35 819 | |
| Retained Earnings | (43 815) | (3 896) | |
| Total Equity | 8 | 384 122 | 86 048 |
| Liability Stock Option Program | 6 | 41 180 | 2 780 |
| Total non-current liabilities | 41 180 | 2 780 | |
| Current Liabilities | |||
| Trade Accounts Payable | 685 | 16 | |
| Accrued Expenses and Prepaid Income | 3 188 | 1 855 | |
| Other Current Liabilities | (174) | 28 | |
| Total Current Liabilities | 3 699 | 1 898 | |
| TOTAL LIABILITIES AND EQUITY | 429 001 | 90 725 |
Oslo, Norway 26 March 2021
| ___ Johan Lindqvist Chairman of the Board |
___ Terje Rogne Director |
___ Ebba Fåhraeus Director |
___ Jesper Jannerberg Director |
|---|---|---|---|
| ___ Anna Kinberg Batra Director |
___ Dennis Höjer CEO |
||
| Carasent – Annual Report 2020 |
Page 55 |
| 12 Months Ended December 31 | |||
|---|---|---|---|
| (Amounts in NOK 1,000) | 2020 | 2019 | |
| Cash Flows from Operating Activities | |||
| Profit Before Taxes | (39 919) | 308 | |
| Fair value adjustments stock options | 38 400 | - | |
| Change in Accounts Payable | 670 | (659) | |
| Change in Current Assets & Liabilities | 412 | (1 191) | |
| Net Cash Flows Provided by Operating Activities | (437) | (1 541) | |
| Cash Flows from Investing Activities | |||
| Purchase of business | (67 012) | - | |
| Other investment activities | - | (30) | |
| Cash Flows Used in Investing Activities | (67 012) | (30) | |
| Cash Flows from Financing Activities | |||
| Stock Option Program | - | 2 780 | |
| Share issuance | 286 468 | - | |
| Transaction costs | (13 927) | - | |
| Cash Flows Used in Financing Activities | 272 541 | 2 780 | |
| Effects of Exchange rates on Cash and Cash Equivalents | 21 | ||
| Net Change in Cash and Cash Equivalents | 205 092 | 1 230 | |
| Cash and Cash Equivalents at Beginning of Period | 3 501 | 2 272 | |
| Cash and Cash Equivalents at End of Period | 208 593 | 3 501 |
Carasent ASA is a public Company registered in Norway. The Company's registered business address is located at c/o Advokatsenteret Kristian Augusts gate 14, Oslo, Norway.
The financial statements of Carasent ASA are prepared in accordance with the Norwegian Accounting Act of 1998 and Norwegian Generally Accepted Accounting Principles.
The Company's functional currency and presentation currency is NOK.
Investments in Subsidiaries are valued using the cost method in the Company accounts. The investment is valued as the cost of acquiring shares in the subsidiary, providing a write down is not required. A write down to fair value will be made if the reduction in value is caused by circumstances which may not be regarded as incidental, and deemed necessary by generally accepted accounting principles. Write downs are reversed when the cause for the initial write down is no longer present.
Dividends and other distributions are recognized in the same year as appropriated in the subsidiary accounts. If dividends exceed withheld profits after acquisition, the excess amount represents reimbursement of invested capital, and the distribution will be subtracted from the value of the acquisition in the balance sheet.
Intercompany receivables are valued at the lower of cost or net realizable value. Other debtors are stated at face value, and reduced by a provision for anticipated losses. The provision is made on the basis of individual evaluations.
Carasent is a holding company.The company is performing certain services on behalf of subsidiaries, and management fee for these services are recognized when services have been delivered.
Current assets and liabilities include balances typically due within one year. All other balances are classified as non-current assets and other long-term debt. Current assets are valued at the lower of cost or net realizable value. Short-term debt is stated at the historical nominal value. Fixed assets are valued at cost, but written down to realizable value if the decline in value is expected to be permanent. Long-term debt is disclosed at the historical nominal value.
The stock options are measured according to its fair value. Changes in fair value are presented in profit or loss in the line-item Financial expenses.
Other debtors are stated at face value, and reduced by a provision for anticipated losses. The provision is made on the basis of individual evaluations of each customer.
Monetary items denominated in foreign currencies are translated at the exchange rate applicable on the balance sheet date.
The tax expense in the income statement includes taxes payable on the ordinary result for the period as well as the change in deferred tax. Deferred tax is calculated with a nominal tax rate on the temporary differences between the recorded values and tax values, as well as on any tax loss carry-forwards at the balance sheet date. Any temporary differences increasing or reducing taxes that will or may reverse in the same period are netted. The net deferred tax benefit is recorded as an asset if it is regarded as likely that the Company will be able to realize the benefit through future earnings or realistic tax efficient planning.
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts in the interim balance sheet and the disclosure on the balance sheet date. Actual results can differ from these estimates.
The recognition of the stock options involves estimates of fair value, see note 6
The cash flow statement is prepared in accordance with the indirect method. Included in cash and cash equivalents are bank deposits and cash on hand. Cash and cash equivalents are carried at the market value on the balance sheet date.A
2.12 Share Options
Carasent ASA has invoiced management fee for services provided to Evimeria EMR AB.
| Year Ended | Year Ended | |
|---|---|---|
| December 31, December 31, |
||
| (Amounts in NOK 1000) | 2020 | 2019 |
| Other revenues | 4 500 | 4 500 |
| Total Revenues | 4 500 | 4 500 |
The following table summarizes the Compensation and Employee Benefits:
| Year Ended | Year Ended | ||
|---|---|---|---|
| December 31, December 31, |
|||
| (Amounts in NOK 1000) | 2020 | 2019 | |
| Board of Directors Fees | 800 | 800 | |
| Social Security Tax | 467 | 113 | |
| Total Employee Compensation and Benefits 1 267 | 913 |
As of December 31, 2020 and 2019, Carasent ASA did not have any employees, remuneration for Board of Directors are specified in Note 6 in the Group Financial statements.
For the board members living in Sweden, Carasent ASA pay Social Security Tax to Sweden. The Company paid and expensed Swedish Social Security Tax for the years 2016-2109 in retrospective for Swedish board members during 2020. The Social Security Tax in Sweden is 31,42% and in Norway 14,1%
The following table summarizes the Other Operational and Administrative Costs
| Year Ended | Year Ended | ||
|---|---|---|---|
| December 31, December 31, |
|||
| (Amounts in NOK 1000) | 2020 | 2019 | |
| Marketing | - | 64 | |
| Professional Services | 4 646 | 2 604 | |
| Other operating expenses | 94 | 582 | |
| Total Operating Expenses | 4 740 | 3 250 |
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, will have 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 has been 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 option when issued was NOK 1.39. As at 31 December 2020 the fair value of the stock option was estimated to NOK 20.59. Based on the 2 million options issued, the change in fair value resulted in NOK 38.4 million expense in 2020 (NOK 18.9 in the fourth quarter. As at 31 December 2019 the fair value of the warrants were estimated to be NOK 1,39 per warrant, resulting in a financial liability of NOK 2.78 million for the Company.
The fair value of the warrants are measured according to the Black-Scholes option pricing model. The following parameters are used as basis for the calculation:
| 2020 | |
|---|---|
| Number of instruments | 2 000 000 |
| Contractual life | 1,9 |
| Share price | 36,6 |
| Subscription price | 14,5 |
| Volatility | 45,2 % |
| Dividend | - |
| Liquidity discount | 8,8 % |
The following table summarizes the Company's subsidiaries.
| Book value, | Equity | Net Income | Incorporation | Office Location | Ownership | |
|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | /Acquisition | Interest & | ||
| Companies | 2020 | 2020 | 2020 | Voting Shares | ||
| Evimeria EMR AB | 87,2 MNOK 25,9 MNOK | 10,4 MNOK | 2018 | Gothenburg, Sweden | 100% | |
| Carasent AS | 0,03 MNOK 0,03 MNOK | 0 | 2019 | Oslo, Norway | 100% | |
| Avans Soma Holding AS (consolidated) | 126,7 MNOK 17,3 MNOK | 0 | 2020 | Oslo, Norway | 100% |
Net income is as included in the Group figures. For companies acquired during the year, it is from the acquisition date.
| Share capital | Share | Retained | Total Equity | |
|---|---|---|---|---|
| Premium | Earning | |||
| (Amounts in NOK 1000) | Reserve | |||
| Equity December 31, 2018 | 54 124 | 35 819 | (4 204) | 85 740 |
| Net Income for the Period | 308 | 308 | ||
| Equity December 31, 2019 | 54 124 | 35 819 | (3 896) | 86 048 |
| Net Income for the Period | (39 919) | (39 919) | ||
| Equity Issuance | 19 183 | 332 738 | 351 921 | |
| Transaction costs | (13 927) | (13 927) | ||
| Equity December 31, 2020 | 73 307 | 354 630 | (43 815) | 384 123 |
The following table summarizes the net change in the Company's shareholder equity:
In relation to the acquisition of Avans Soma Holding AS (December 2020) where 50 % of the consideration is agreed to be new shares in Carasent ASA, 2.211.191 new shares were issued which was valued at NOK 29,6 per share, amonting to NOK 65.45 million. The share capital increased by NOK 2.945 thousand to NOK 73.307 thousand.
Carasent accomplished a private placement of 12,190,146 new shares 9 September 2020. The subscription price was NOK 23.5 per share, raising gross proceeds of NOK 286.5 million. The share capital increased by NOK 16,237 thousand to NOK 70,361 thousand.
For more information about the shares see Note 18 in the Group Financial Statement.
In 2020 Carasent ASA has provided management services to Evimeria EMR AB, reference is made to Note 3. There are no intercompany balances per 31 December 2020.
See also note 20 to the Group Financial Statement.
Negative and positive timing differences, which reverse or may reverse in the same period, are offset. Timing differences between different subsidiaries have not been offset.
Deferred tax expense represents the net change in deferred tax assets and liabilities through changes in timing differences and loss carried forward. Deferred tax assets and liabilities are presented net of their respective tax effect using tax rate of the applicable jurisdiction applied to amounts representing future tax deductions or taxes payable.
| (Amounts in NOK 1000) | 2020 | 2019 |
|---|---|---|
| Income tax expense | ||
| Tax payable | - | - |
| Changes in deferred tax | - | - |
| Total income tax expense | - | - |
| (Amounts in NOK 1000) | 2020 | 2019 | |
|---|---|---|---|
| Non current assets | - | 123 - |
176 |
| Gains and loss account | 25 | 31 | |
| Other temporary differences | - | 41 180 | |
| Total | - | 41 278 - |
145 |
| Tax loss carried forward | - | 233 907 - |
218 415 |
| Net temporary differences | - | 275 185 - |
218 560 |
| Deferred tax liability (asset) | - | 60 541 - |
48 083 |
| Of which not recognized | - | 60 541 - |
48 083 |
| Carrying value deferred tax liability (assets) | - | - |
Carasent ASA has deferred tax assets relating to tax loss carry forward (tax value NOK 60.2 million). The tax loss has no expiry date. Based on the current operations in Norway there is no convincing evidence that this deferred tax asset can be utilized. Consequently the deferred tax asset has not been recognized.
| (Amounts in NOK 1000) | 2020 | 2019 | |
|---|---|---|---|
| Net Income (Loss) before tax | - | 39 919 | 308 |
| Expected income taxes at statutory tax rate | - | 8 782 | 68 |
| Permanent differences | - | 3 676 | - |
| Unrecognized deferred tax assets | 12 458 - |
68 | |
| Income tax expense | - | - | |
| Effective tax rate in % | 0 % | 0 % |
We confirm, to the best of our knowledge that the financial statements for the Company and the Group for the period 1 January to 31 December 2020 have been prepared in accordance with current applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the entity and the group taken as a whole. We also confirm that the Board of Directors report includes a true and fair review of the development and performance of the business and the position of the entity and the group, together with a description of the principal risks and uncertainties facing the entity and the group.
26 March 2021
Johan Lindqvist Chairman of the Board
_____________________
_____________________
Terje Rogne Director
_____________________
_____________________
Ebba Fåhraeus Director
_____________________
Jesper Jannerberg Director
_____________________
Anna Kinberg Batra Director
Dennis Höjer CEO


| On 10 December 2020 the Group entered into an Our audit procedures in this area included: |
|---|
| agreement to acquire 100% of the shares in · Reading the related share purchase Avans Soma Holding AS, a group based in agreement; Norway. The acquisition price of NOK 126.7 million was settled partly with cash and partly by · Obtaining the transaction documents, tracing share consideration. payments to bank statements and assessing the fair value of the share consideration; The acquisition date in accordance with IFRS 3 Business Combinations was by management · Assessing the date of control, and, the determined to be 10 December 2020. potential impact on the Income statement Management decided, based on determined level resulting from the later date of initial of materiality, to consolidate the Avans Soma consolidation of Avans Soma group in the subgroup into the consolidated financial Group accounts with reference to materiality statements as from 31 December 2020. level applied in the audit of the Group; Management identified the acquired assets and · Understanding and assessing liabilities, and estimated their fair value. As a management's process for identification of result of the allocation of the acquisition price, the the acquired assets and liabilities; Group recognized goodwill of NOK 105.2 million. · With assistance from our KPMG valuation Acquisition accounting is considered a key audit specialists, evaluating and challenging matter due to the high degree of management's management's valuation methods and judgment involved. The key judgments and assumptions applied in determining the fair considerations applied by management were: values of the acquired assets; and · The identification, measurement and allocation · Assessing the appropriateness of the of fair values of assets and liabilities acquired, disclosures in the consolidated financial and |


Johan Lindqvist – Chairman
Ebba Fåhraeus – Director
Terje Rogne - Director
Jesper Jannerberg - Director
Anna Kinberg Batra - Director
Dennis Höjer - CEO
KPMG AS Sørkedalsveien 6 P.O. Box 7000 0306 OSLO Norway Phone: +47 04063 [email protected]
Nordea Bank Norge ASA Securities Services Verdipapirseksjonen Postboks 1166 Sentrum 0107 Oslo Norway Phone: +47 22 48 50 00 Fax: +47 22 48 44 44 www.nordea.com
c/o Advokatsenteret Kristian Augusts gate 14 0164 Oslo Norway
Stock traded on the Oslo Stock Exchange OSE Symbol: CARA www.euronext.com
To request additional inforamtion about the Company, its finances, operations and services, contact:
Johan Lindqvist Chairman of the Board, Carasent Sweden Phone: +46 733 550 935 [email protected]
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