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Crayon Group Holding — Interim / Quarterly Report 2021
Oct 26, 2021
3573_rns_2021-10-26_26dec5c4-d649-480e-936e-10cf9856c886.pdf
Interim / Quarterly Report
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Q3 2021 Crayon Group Interim Financial Report
Content
| Highlights | 3 |
|---|---|
| Business review | 4 |
| Financial review | 5 |
| Financial statements and notes | 7 |
Highlights
- Gross profit growth across all business areas and market clusters in Q3 2021. Gross profit grew by 29.3% compared to the same quarter last year (year-over-year, "YoY"), driven by strong growth in the segments Consulting (NOK 76.5m/ +55.7% YoY) and Software & Cloud Direct (NOK 43.0m/ +25.9% YoY). All market clusters delivered solid gross profit growth.
- Adjusted EBITDA has a positive development, and in Q3 2021 adjusted EBITDA¹ increased with NOK 17.4m YoY to NOK 81.4m. The improvement was primarily driven by Software & Cloud (NOK 29.0m), and Services EBITDA (NOK 17.9m)
Key consolidated figures
| Year to date | Year to date | Full year | |||
|---|---|---|---|---|---|
| Q3 2021 | Q3 2020 | Q3 2021 | Q3 2020 | 2020 | |
| (NOK in thousands, unless stated) | Un-audited | Un-audited | Un-audited | Un-audited | Audited |
| Operating revenue | 5 147 231 | 3 668 149 | 18 740 983 | 13 967 146 | 19 599 455 |
| Gross profit | 641 771 | 496 305 | 2 088 330 | 1 677 350 | 2 344 785 |
| EBITDA | 60 404 | 32 341 | 401 350 | 235 262 | 381 414 |
| Adjusted EBITDA | 81 363 | 63 953 | 430 238 | 275 742 | 412 902 |
| Operating (loss )/profit/EBIT | 19 055 | (3 532) | 284 145 | 132 152 | 241 112 |
| Net (loss) income | (140 032) | (18 817) | 39949 | 32 148 | 126 831 |
| Cash flow from operations | (543 829) | (1 240 537) | (314 930) | (33 781) | 941 630 |
| Gross profit margin (%) | 12,5 % | 13,5 % | 11,1 % | 12,0 % | 12,0 % |
| Adjusted EBITDA margin (%) | 1,6 % | 1,7 % | 2,3 % | 2,0 % | 2,1 % |
| Adjusted EBITDA / Gross profit margin (%) | 12,7 % | 12,9 % | 20,6 % | 16,4 % | 17,6 % |
| Earnings per share (NOK per share) | (1,67) | (0,20) | 0,28 | 0,43 | 1,48 |
| September 30, 2021 | September 30, 2020 December 31, 2020 | ||
|---|---|---|---|
| Liquidity reserve | 942 538 | 651 699 | 1 582 313 |
| Net working capital | (455 878) | (98 584) | (979 161) |
| Average headcount (number of employees ) | 2 124 | 1 691 | 1 727 |
¹Adjusted EBITDA is EBITDA excluding other income and expenses. Reference made to Alternative Performance Measures Section in note disclosure.
Consolidated Operating Revenue In millions of NOK

Consolidated Gross Profit In millions of NOK

Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021
Consolidated Adjusted EBITDA1 In millions of NOK


Business review
Crayon continues to demonstrate strong financials and Q3 2021 is another quarter of gross profit and EBITDA growth. Q3 2021 YoY revenue growth was +40.3% while gross profit growth was +29.3%/ NOK 145.5m, leading to a total Q3 2021 gross profit of NOK 641.8m. Adjusted EBITDA in Q3 2021 was NOK 81.4, an increase of NOK 17.4m compared with Q3 2020.
As outlined in note 13, Crayon has a strong underlying seasonality to its financial results driven by external factors, with Q2 and Q4 being the strongest quarters, while Q1 and Q3 are typically slower quarters. To compare the performance of the business across this seasonality the relevant comparison is YoY.
All market clusters (See Note 6 for additional information) had positive gross profit growth in Q3 2021 compared to Q3 2020. Nordics is the largest market cluster and delivered a +36.0% gross profit growth. Europe and US market clusters both delivered strong gross profit YoY growth of +24.8% and +34.7% respectively, while APAC & MEA had a gross profit YoY development of +23.0%.
The Software & Cloud division overall had a growth of +24.1% YoY, composed of Software & Cloud Direct with +25.9% gross profit growth YoY and Software & Cloud Channel with +20.1% gross profit growth YoY.
Within the Software & Cloud segment, gross profit in the Nordics grew with +23.8% YoY and Europe with +16.0% YoY. Gross profit in APAC & MEA increased with 22.6% YoY, and US increased with 65.8%. Within the Services segment, the overall gross profit growth was +38.7%, driven by Consulting with +55.7% YoY growth and Software & Cloud Economics ("SAM") of +17.6% YoY growth. Within the Services segment, Nordics grew by +45.5% YoY, while Europe, APAC & MEA and US grew by +46.0% YoY, +27.6% YoY and +21.5% YoY respectively.
Q3 2021 adjusted EBITDA was NOK +81.4m (2020: NOK +64.0m YoY). The YoY adjusted EBITDA improvement was driven by the Nordics (NOK +36.1m YoY), Europe (NOK -5.2m YoY), APAC & MEA (NOK -8.1m YoY) and US (NOK +4.5m YoY). In the business area segment, the adjusted EBITDA improvement was driven by Software & Cloud Direct (NOK +11.3m YoY), Software & Cloud Channel (NOK +17.7m YoY), Software & Cloud Economics (NOK +5.5m YoY) and Consulting (NOK +12.4m YoY).
In the light of the Q3 2021 financial results and outlook, Crayon has assessed whether there are indicators of impairment of the cash generating units (CGU) related to goodwill and for the recognised intangible assets. The Group has not recognised any impairment of goodwill or intangible assets during Q3 2021.
COVID-19
Crayon has not experienced any major disruption to its operations nor significant financial effects due to COVID-19. Management will continue to monitor the development in order to both address any new market opportunities and implement mitigating measures on our business if deemed necessary.
In the light of the ongoing pandemic, Crayon has focused on ensuring accurate identification and estimation of credit risk and potential losses on accounts receivables. However, Crayon has not identified any significant COVID-19 impact to the interim consolidated financial statements as of Q3 2021. Along with the increased numbers of vaccinated people, the society is gradually reopening and returning to a more normal activity.
Software Gross Profit
Services Gross Profit


In millions of NOK

Gross Profit per Market Cluster and Growth In millions of NOK

Adj. EBITDA per market cluster and growth (%) In millions of NOK


Financial review
Items below the EBITDA line
Depreciation and amortisation increased NOK 5.4m YoY. The increase of depreciation is primarily driven by higher investments in recent periods into platforms and ERP systems, but also affected of impact from Sensa of NOK 2.5m.
Interest expenses increased YoY with NOK 16.7m, primarily due to interest on the bond informed of July 1, 2021. Other financial expenses increased with NOK 110.9m due to currency movements, in special related to currency hedging for the upcoming acquisition of rhipe. (See note 10 for further information). The net income before tax decreases YoY by NOK -105.0m to NOK -127.7m, mainly due to increase EBITDA of NOK 28.1m and decrease of other financial expense, net of NOK -110.9m. Income tax expense for Q3 2021 amounts to NOK 12.3m.
Net loss in the period was NOK -140.0m, compared with the Q3 2020 result of NOK -18.8m. Basic earnings per share changed from NOK -0.2 per share in Q3 2020 to NOK -1.67 per share in Q3 2021.
Adjusted EBITDA
Adjusted EBITDA is adjusted for share based compensation and other income and expenses, totaling NOK 21.0m in Q3 2021. Other income and expenses in Q3 are mainly driven by share-based compensation. Share-based compensation programs in Crayon relates to the option program from the IPO in 2017, the broad-based Employee Share Purchase Program in 2019 and 2020 and an option-based management performance program for strategic KPIs during 2020 and 2021.
For more details, see the 'Alternative Performance Measures' section in this report.
Balance sheet
As of September 30, 2021 Crayon had assets of NOK 7 972m (2020: NOK 4 418m) which is primarily composed of accounts receivables NOK 3 267m (2020: NOK 2 529m), goodwill NOK 927m (2020: NOK 870m), short term deposit NOK 1 782 (2020: NOK 0m), and Cash & cash equivalents NOK 796m (2020: NOK 413m). Total liabilities as of September 30, 2021 amounts to NOK 6 723m (2020: NOK 3 427m), consisting primarily of accounts payables NOK 3 106m (2020: NOK 2 253m) and a bond loan NOK 297m (2020: NOK 295m).
Trade working capital decreased YoY with NOK 123m, compared to the 40.3% / NOK 1 479m YoY revenue growth.
Management is continuing its efforts to control working capital, particular in light of the growth in emerging markets with varying credit risks and payment cycles and the overall credit risk implied by the COVID-19 situation.
There is no specific concentration of credit risk with respect to account receivables, but in general the APAC & MEA region has a higher credit risk. The Group has a large number of customers spread across several countries and industries. Account receivables decreased from Q2 2021 related to the cyclicality of the business. The provision for bad debt increased with NOK 21.9m (including currency impact) compared to Q3 2020. This is due to provisions for specific customers at risk, general provisions and currency translation of NOK fluctuation against foreign currencies. Crayon continues to closely follow up the level and nature of the trade receivables to mitigate any recoverability risk.

The first figure shows gross profit per Market Cluster and the percentage of total gross profit per period, with the total gross profit for the period in the box above each bar.

The second figure shows adjusted EBITDA per Market Cluster, with the total adjusted EBITDA for the period in the box above each bar.

The need for additional provisions for expected credit losses has been assessed and the level has increased from last quarter. See note 11 for updated information on credit risk.
Crayon has a non-recourse factoring agreement with BNP. This has been implemented for a set of customers in Norway and in Denmark. As of September 30, 2021, factoring is improving our accounts receivables of NOK 108.8m (2020: NOK 86.1).
Equity increased by NOK 145.7m from year-end 2020 consisting primarily a total net income of NOK 39.9m and share issue of NOK 78.9m.
Leverage
Net interest-bearing debt as end of September 30, 2021 was NOK -197.2m with a net cash position of NOK 796m (the Company reports its cash balance net of drawdown on its revolving credit facility ("RCF")), corresponding to a leverage ratio of -0.35x EBITDA1. The Group had significant headroom with regards to its bank covenants as of quarter end.
Cash flow
Cash flow from operations in Q3 2021 was NOK -544m, compared with NOK -1 241m in Q3 2020 mainly due changes in net income and net working capital.
The net cash position as of September 30, 2021 was NOK 796 (the Company reports its cash balance net of drawdown on its revolving credit facility ("RCF")) compared to NOK 413m as of September 30, 2020.
The liquidity position of the group remains strong, with a total liquidity reserve as of September 30, 2021 of NOK 943m, compared to NOK 652m as of September 30, 2020. For more information on the definition of liquidity reserve, please see the 'Alternative Performance Measures' section in this report. See note 11 for updated information of liquidity risk.
Employees
Crayon is a people business with teammates being our greatest asset. We strive to continuously attract, develop, and retain top talent, but perhaps even more importantly, we empower our employees to do their best every single day at work.
The average number of employees during Q3 2021 was 2 124, compared to an average during Q3 2020 of 1 691. This represents a YoY increase of 433 employees /+25.6%. The Software & Cloud business division had a total increase in average employees of 134 YoY, representing a 23.9% increase. The average number of employees in the Services business division increased YoY by 273 employees 2, whilst other employees increased YoY by 27 employees. At the date of this report, all Crayon employees are safe and remains productive. Crayon has taken measures to protect employees and support ongoing efforts to contain the COVID-19 pandemic in line with local and global health authorities. The transition to remote work has so far been seamless for our employees, customers and business partners.

1 On a LTM basis, excluding share based compensation and other income and expenses and non-controlling interest. Also, adjusted for restricted cash of NOK 63.6m, including not registered shares issued. Current and non-current lease liabilities have been included in the calculation of the Net interest bearing debt. 2 Includes impact of organic growth and acquisitions.
Condensed Consolidated Statement of Income
| Quarter ended | Year to date ended | Year ended | ||||
|---|---|---|---|---|---|---|
| 30-Sep | 30-Sep | 31-Dec | ||||
| Un-audited | Audited | Un-audited | Un-Audited | Audited | ||
| (In thousands of NOK) | Note | 2021 | 2020 | 2021 | 2020 | 2020 |
| Operating revenue | 6 | 5 147 231 | 3 668 149 | 18 740 983 | 13 967 146 19 599 455 | |
| Cost of sales | 4 505 460 | 3 171 844 | 16 652 654 | 12 289 796 17 254 670 | ||
| Gross profit | 641 771 | 496 305 | 2 088 330 | 1 677 350 | 2 344 785 | |
| Payroll and related cost | 486 103 | 378 409 | 1 448 096 | 1 215 202 1 685 629 | ||
| Other operating expenses | 74 305 | 53 943 | 209 996 | 186 406 | 246 254 | |
| Share based compensation | 20 771 | 31 492 | 39 878 | 40 066 | 48 684 | |
| Other income and expenses | 188 | 120 | (10 990) | 414 | (17 196) | |
| EBITDA | 60 404 | 32 341 | 401 350 | 235 262 | 381 414 | |
| Depreciation and amortisation | 4 | 41 349 | 35 873 | 117 204 | 103 110 | 140 302 |
| Operating (loss)/profit/EBIT | 19 055 | (3 532) | 284 145 | 132 152 | 241 112 | |
| Interest expense | 25 364 | 8 684 | 45 167 | 31 927 | 41 125 | |
| Other financial expense, net | 5 | 121 428 | 10 512 | 153 640 | 32 609 | 6 336 |
| Net (loss) income before tax | (127 738) | (22 728) | 85 338 | 67 616 | 193 652 | |
| Income tax expense on ordinary result | 12 294 | (3 911) | 45 389 | 35 469 | 66 821 | |
| Net (loss) income | (140 032) | (18 817) | 39 949 | 32 148 | 126 831 | |
| -10 % | 17 % | 53 % | 52 % | 35 % | ||
| Comprehensive income | ||||||
| Items that are or may be reclassified subsequently to profit or loss | ||||||
| Currency translation | 16 745 | (1 212) | 12 159 | 58 900 | 4 995 | |
| Total comprehensive income -net of tax | (123 287) | (20 029) | 52 108 | 91 048 | 131 826 | |
| Allocation of net income | ||||||
| Non-controlling interests | 531 | (2 269) | 16 138 | (2 708) | 6 336 | |
| Owners of Crayon Group Holding ASA | (140 563) | (16 549) | 23 811 | 34 856 | 120 495 | |
| Total net income (loss) allocated | (140 032) | (18 817) | 39 949 | 32 148 | 126 831 | |
| Earnings (loss) per share (NOK per share) | (1,67) | (0,20) | 0,28 | 0,43 | 1,48 | |
| Allocation of Total comprehensive income | ||||||
| Non-controlling interests | 507 | (2 184) | 16 479 | (4 468) | 5 680 | |
| Owners of Crayon Group Holding ASA | (123 794) | (17 846) | 35 629 | 95 516 | 126 146 | |
| Total comprehensive income allocated | (123 287) | (20 029) | 52 108 | 91 048 | 131 826 |
For description of other income and expenses, see Alternative Performance Measures section

Condensed Consolidated Balance Sheet Statement
| 31-Dec | ||||
|---|---|---|---|---|
| Un-audited | Un-Audited | Audited | ||
| (In thousands of NOK) | Note | 2021 | 2020 | 2020 |
| ASSETS | ||||
| Non-current assets: | ||||
| Development Costs | 8 | 92 680 | 86 548 | 88 756 |
| Technology and software | 8 | 12 862 | 21 996 | 18 515 |
| Contracts | 8 | 164 118 | 61 669 | 60 379 |
| Software licenses (IP) | 8 | 1 971 | 2 312 | 2 215 |
| Goodwill | 9 | 926 574 | 869 975 | 850 933 |
| Deferred tax asset | 50 267 | 36 010 | 35 458 | |
| Total intangible assets | 1 248 471 | 1 078 510 | 1 056 255 | |
| Tangible assets | ||||
| Equipment | 43 137 | 39 811 | 38 624 | |
| Right of use assets | 12 | 118 812 | 133 904 | 120 051 |
| Total tangible assets | 161 949 | 173 715 | 158 676 | |
| Investment in associated companies | 36 015 | - | - | |
| Total investment in associated companies | 36 015 | - | - | |
| Other non-current receivables | 70 110 | 22 439 | 39 962 | |
| Total financial assets | 70 110 | 22 439 | 39 962 | |
| Total non-current assets | 1 516 544 | 1 274 665 | 1 254 893 | |
| Current assets: | ||||
| Inventory | 5 485 | 13 390 | 8 846 | |
| Total inventory | 5 485 | 13 390 | 8 846 | |
| Accounts receivable | 11 | 3 267 435 | 2 528 614 | 3 393 421 |
| Other current receivables | 14 | 604 383 | 188 160 | 263 347 |
| Total receivable | 3 871 819 | 2 716 774 | 3 656 768 | |
| Short term deposits | 1 782 000 | - | - | |
| Cash & cash equivalents | 10 | 796 286 | 412 794 | 1 394 120 |
| Total current assets | 6 455 590 | 3 142 958 | 5 059 733 | |
| Total assets | 7 972 134 | 4 417 623 | 6 314 626 |
| 30-Sep | 31-Dec | 30-Sep | 31-Dec | |||
|---|---|---|---|---|---|---|
| Un-audited | Un-Audited | Audited | ||||
| (In thousands of NOK) | Note | 2021 | 2020 | 2020 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Shareholders' equity: | ||||||
| Share capital | 83 979 | 81 239 | 81 688 | |||
| Own shares | (10) | (10) | (10) | |||
| Share premium | 1 053 515 | 914 175 | 976 887 | |||
| Sum paid-in equity | 1 137 484 | 995 404 | 1 058 565 | |||
| Retained Earnings | ||||||
| Other Equity | 92 364 | 2 731 | 41 276 | |||
| Total retained earnings | 92 364 | 2 731 | 41 276 | |||
| Total equity attributable to parent company shareholders | 1 229 848 | 998 135 | 1 099 840 | |||
| Non-controlling interests | 19 047 | (7 432) | 3 334 | |||
| Total shareholders' equity | 1 248 895 | 990 703 | 1 103 174 | |||
| Long-term liabilities: | ||||||
| Bond loan | 10 | 297 123 | 294 617 | 295 215 | ||
| Deferred tax liabilities | 13 851 | 23 664 | 21 505 | |||
| Lease liabilities | 96 151 | 108 644 | 95 340 | |||
| Other non-current liabilities | 61 656 | 72 742 | 47 503 | |||
| Total long-term liabilities | 468 781 | 499 668 | 459 562 | |||
| Current liabilities: | ||||||
| Accounts payable | 3 106 045 | 2 252 520 | 3 560 040 | |||
| Income taxes payable | 64 360 | 38 261 | 49 812 | |||
| Public duties | 14 | 330 073 | 96 987 | 250 918 | ||
| Current lease liabilities | 31 326 | 31 181 | 31 230 | |||
| Other current interest bearing debt | 10 | 1 889 950 | 67 323 | 75 884 | ||
| Other current liabilities | 832 704 | 440 980 | 784 004 | |||
| Total current liabilities | 6 254 458 | 2 927 252 | 4 751 889 | |||
| Total liabilities | 6 723 239 | 3 426 920 | 5 211 452 | |||
| Total equity and liabilities | 7 972 134 | 4 417 623 | 6 314 626 |

Condensed Consolidated Statement of Cash Flows
| Quarter ended | Year to date ended | ||||
|---|---|---|---|---|---|
| 30-Sep | 30-Sep | 31-Dec | |||
| Un-audited | Un-audited | Un-audited | Un-audited | Audited | |
| (In thousands of NOK) | 2021 | 2020 | 2021 | 2020 | 2020 |
| Cash flow s from operating activities: | |||||
| Net (loss) income before tax | (127 738) | (22 728) | 85 338 | 67 616 | 193 652 |
| Taxes paid | (27 082) | (5 335) | (52 330) | (20 706) | (34 504) |
| Depreciation, amortisation and impairment | 41 349 | 35 873 | 117 204 | 103 110 | 140 302 |
| Net interest expense | 22 775 | 7 488 | 38 565 | 24 507 | 32 675 |
| Changes in inventory, accounts receivable/payable | (280 354) | (942 392) | (324 649) | (83 199) | 364 059 |
| Changes in other current accounts | (172 780) | (313 444) | (179 059) | (125 110) | 245 446 |
| Net cash flow from operating activities | (543 829) | (1 240 537) | (314 930) | (33 781) | 941 630 |
| Cash flow s from investing activities: | |||||
| Payment for capitalised assets | (18 230) | (17 687) | (53 279) | (52 617) | (81 362) |
| Acquisition of subsidiaries - (net of cash acquired) and associated companies | (36 015) | - | (158 590) | (4 617) | (4 616) |
| Other business combinations | - | - | - | (8 000) | (8 000) |
| Net cash flow from investing activities | (54 245) | (17 687) | (211 869) | (65 233) | (93 978) |
| Cash flow from financing activities: | |||||
| Net interest paid to credit institutions and interest to bond loan | * (3 718) |
(6 002) | (16 375) | (37 550) | (43 899) |
| Share issues | - | - | - | 296 641 | 335 130 |
| Share capital increase not registered | - | - | - | - | 24 672 |
| Acquisition/disposal of non-controlling interest | (1 405) | 1 151 | (5 220) | 8 909 | 8 497 |
| Proceeds from issuance of interest bearing debt | - | - | - | 33 922 | 33 922 |
| Repayment of interest bearing debt | (12 995) | (11 348) | (38 438) | (31 655) | (42 863) |
| Other Financial items | - | (2 061) | - | (1 399) | (3 762) |
| Net cash flow from financing activities | (18 118) | (18 260) | (60 033) | 268 869 | 311 697 |
| Net increase (decrease) in cash and cash equivalents | (616 192) | (1 276 483) | (586 832) | 169 855 | 1 159 349 |
| Cash and cash equivalents at beginning of period | 1 414 619 | 1 689 361 | 1 394 120 | 238 817 | 238 817 |
| Currency translation | (2 142) | (84) | (11 001) | 4 122 | (4 046) |
| Cash and cash equivalents at end of period | 796 286 | 412 794 | 796 286 | 412 794 | 1 394 120 |

Condensed Consolidated Statement of Changes in Shareholder's Equity
| Year to date period ending September 30, 2020 |
Attributable to equity holders of Crayon Group Holding ASA | ||||||
|---|---|---|---|---|---|---|---|
| Share | Own | Share | Non-controlling | Total | |||
| (In thousands of NOK) | capital | shares | premium | Other Equity | Total | interests | equity |
| Balance at January 1, 2020 | 76 624 | (10) | 622 150 | (105 292) | 593 472 | (8 059) | 585 413 |
| Adjustment 1 | (173) | (173) | 0 | (172 | |||
| Net (loss) income | 34 856 | 34 856 | (2 708) | 32 148 | |||
| Currency translation | 60 660 | 60 660 | (1 759) | 58 900 | |||
| Total comprehensive income | 95 516 | 95 516 | (4 468) | 91 048 | |||
| Share repurchase (net) | |||||||
| Share issues | 4 615 | 292 025 | 296 641 | 296 641 | |||
| Capital increase expenses | |||||||
| Share based compensation | 8 741 | 8 741 | 305 | 9 046 | |||
| Transactions with non-controlling interests | 3 939 | 3 939 | 4 789 | 8 728 | |||
| Transactions with owners | 4 615 | 292 025 | 12 679 | 309 320 | 5 094 | 314 414 | |
| Balance as of end of period | 81 240 | (10) | 914 175 | 2 731 | 998 135 | (7 432) | 990 703 |
| December 31, 2020 | Attributable to equity holders of Crayon Group Holding ASA | ||||||
| Share | Own | Share | Non-controlling | Total | |||
| (In thousands of NOK) | capital | shares | premium | Other Equity | Total | interests | equity |
| Balance at January 1, 2020 | 76 624 | (10) | 622 150 | (105 292) | 593 472 | (8 059) | 585 41 |
| Adjustment 1 | (33) | (33) | 0 | (3 | |||
| Net (loss) income | 120 495 | 120 427 | 6 336 | 126 83 | |||
| Currency translation | 5 651 | ર 657 | (656) | 4 99 | |||
| Total comprehensive income | 126 146 | 126 146 | 5 680 | 131 82 | |||
| Share repurchase (net) | |||||||
| Share issues | ર 063 | 330 066 | 335 130 | 335 13 | |||
| Share capital increase not registered | 24 672 | 24 672 | 24 67 | ||||
| Share based compensation | 18 613 | 18 613 | 761 | 19 37 | |||
| Transactions with non-controlling interests | 1 841 | 1 841 | 4 951 | 6 79 | |||
| Transactions with owners | ર 063 | 354 738 | 20 454 | 380 256 | 5 712 | 385 96 | |
| Balance as of end of period | 81 688 | (10) | 976 887 | 41 276 | 1 099 841 | 3 334 | 1 103 17 |
| September 30, 2021 | Attributable to equity holders of Crayon Group Holding ASA | ||||||
| Share | Own | Share | Non-controlling | Total | |||
| (In thousands of NOK) | capital | shares | premium | Other Equity | lotal | interests | equity |
| Balance at January 1, 2021 | 81 688 | (10) | 976 887 | 41 276 | 1 099 841 | 3 334 | 1 103 17 |
| Adjustment 1 | 83 | 83 | 0 | 00 | |||
| Net (loss) income | 23 811 | 23 811 | 16 138 | 39 94 | |||
| Currency translation | 11 818 | 11 818 | 341 | 12 15 | |||
| Total comprehensive income | 35 629 | 35 629 | 16 479 | 52 10 | |||
| Share repurchase (net) | |||||||
| Share issues | 2 291 | 76 628 | 78 919 | 78 91 | |||
| Share based compensation | 22 745 | 22 745 | 1 190 | 23 93 | |||
| Transactions with non-controlling interests | (7 369) | (7 369) | (1 955) | (9 32 | |||
| Transactions with owners | 2 291 | 76 628 | 15 376 | 94 295 | (765) | 93 53 | |
| Balance as of end of period | 83 979 | (10) | 1 053 515 | 92 364 | 1 229 848 | 19 047 | 1 248 89 |
Notes
Note 1 – Corporate information
The Board of Directors approved the condensed interim financial statements for the nine months ended September 30, 2021 for publication on October 26, 2021. These Group financial statements have not been subject to audit or review.
Crayon Group Holding ASA ("Crayon") is a public limited company registered in Norway. The Company is a leading IT advisory firm in software and digital transformation services. Crayon optimises its clients' return on investment ("ROI") from complex software technology investments by combining extensive experience within volume software licensing optimization, digital engineering, and predictive analytics. Headquartered in Oslo, Norway, the company has approximately 2 124 employees in 51 offices worldwide.
Note 2 – Basis of preparation
The consolidated condensed interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS), IAS 34 "Interim Financial Reporting". The condensed interim financial statements do not include all information and disclosures required in the annual financial statement and should be read in accordance with the Group's Annual Report for 2020, which has been prepared according to IFRS as adopted by EU.
The preparation of interim financial statements requires the Group to make certain estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated by the company based on historical experience and other factors, including expectations of future events that are deemed to be reasonable under the circumstances. Actual results may differ from these estimates. The most significant judgements used in preparing these interim financial statements and the key areas of estimation uncertainty are the same as those applied in the consolidated annual report for 2020.
The annual report for 2020 provides a description of the uncertainties and potential business impact from the COVID-19 pandemic outbreak. The Business Review section of this report describes updated information of the COVID-19 situation and how Crayon can be impacted. The extraordinary situation and risk which the COVID-19 pandemic represents, affects estimates and judgments of future outlook, and thus significant estimates and judgments applied in these interim financial statements. See note 9 and 11 for further information related to potential risk of impairment of goodwill and increased credit risk affecting provisions for bad debt.
Note 3 – Significant accounting principles
The accounting policies applied in the preparation of the consolidated interim financial statement are consistent with those applied in the preparation of the annual IFRS financial statement for the year ended December 31, 2020.
New standards, amendments to standards, and interpretations that have been published, but not effective as of December 31, 2020, have not been applied in preparing these condensed financial statements. The Group intends to adopt these standards, if applicable, when they become effective.
Note 4 – Depreciation, amortisation
Depreciation and amortisation consist of the following:
| Quarter ended 30-Sep |
Year to date ended 30-Sep |
Year ended 31-Dec |
|||
|---|---|---|---|---|---|
| (In thousands of NOK) | 2021 | 2020 | 2021 | 2020 | 2020 |
| Depreciation | 16 696 | 13 928 | 48 402 | 39 564 | 54 078 |
| Amortisation of intangibles | 24 653 | 21 945 | 68 802 | 63 546 | 86 224 |
| Total | 41 349 | 35 873 | 117 204 | 103 110 | 140 302 |
See note 8 for breakdown of intangible assets. See note 12 for more information on Right-ofuse-assets.
Note 5 – Other financial income and expenses
Other financial income and expenses, consists of the following:
| Quarter ended 30-Sep |
Year to date ended 30-Sep |
Year ended 31-Dec |
|||
|---|---|---|---|---|---|
| (In thousands of NOK) | 2021 | 2020 | 2021 | 2020 | 2020 |
| Interest income | 2 589 | 1 195 | 6 602 | 7 420 | 8 449 |
| Other financial income | 360 332 | 132 709 | 762 175 | 343 554 | 478 259 |
| Other financial expenses | (484 349) | (144 416) | (922 417) | (383 582) | (493 044) |
| Other total financial income / (Ex pense) | (121 428) | (10 512) | (153 640) | (32 609) | (6 336) |
Foreign currency gain/loss is presented in the note on a gross basis. In the Consolidated Statement of Income 1.1-30.09 foreign currency is presented net.

Note 6 – Segment information
The Group regularly reports revenue, gross profit and adjusted EBITDA in functional operating segments and geographical market clusters to the Board of Directors (the Group's chief operating decision makers). While Crayon uses all three measures to analyse performance, the Group's strategy of profitable growth means that adjusted EBITDA is the prevailing measure of performance.
The operating units that form a natural reporting segment are Software & Cloud Direct, Software & Cloud Channel, Software & Cloud Economics and Consulting in addition to Admin/Eliminations (Admin & Shared services and Eliminations). (Further information is found in note 2 in the Annual report for 2020).
- Software & Cloud Direct is Crayon's licence offering from software vendors (e.g Microsoft, Adobe, Symantec, Citrix, Vmware, Oracle, IBM and others). The emphasis is towards standard software, which customers consistently use year after year, and which plays a key role in their technological platforms and critical commercial processes.
- Software & Cloud Channel is Crayon's offering towards hosters, system integrators and ISVs, which includes licence advisory/optimization, software licence sales and access to Crayons proprietary tools and IP.
- Software & Cloud Economics services include processes and tools for enabling clients to build in house SAM (SAM: Software Asset Management) capabilities, licence spend optimisation and support for clients in vendor audits.
- Consulting consists of Cloud Consulting and Solution Consulting services related to infrastructure consulting, cloud migration and deployment, bespoke software deployment and follow-up of applications.
- Admin & Shared services includes administrative income and costs, corporate administrative costs (excluding other income and expenses), unallocated global shared costs and eliminations.
- The market clusters are composed of operating countries in the different geographical areas. The Nordics is composed of Norway, Sweden, Denmark, Finland, Iceland and Ice Distribution. Europe is composed of Austria, Switzerland, Germany, Netherlands, Spain, France, Portugal, UK, Bulgaria, Macedonia, Serbia, Russia, Czech, Ukraine, Poland and Latvia. APAC & MEA is composed of India, Malaysia, Philippines, Singapore, Middle East, Sri Lanka, Mauritius, Australia and South Africa. US represents the post-closing financial contributions from the Anglepoint and SWI acquisitions, as well as Crayon US. HQ & Eliminations includes corporate admin costs (excluding other income and expenses), unallocated global shared cost and eliminations.
Operating revenue from the operating segments Software & Cloud Economics and Consulting are recognised over time as explained under IFRS accounting principles in note 2. Operating revenue from the operating segments Software & Cloud Direct and Software & Cloud Channel are recognised point in time for software licenses and over time for cloud licenses, see note 2 for additional information.
| Quarter ended | Year to date ended | |||
|---|---|---|---|---|
| (In thousands of NOK) | 30-Sep | 30-Sep | ||
| Adjusted EBITDA per Operating Segment | 2021 | 2020 | 2021 | 2020 |
| - Software & Cloud Direct | 65 171 | 53 888 | 367 862 | 281 085 |
| - Software & Cloud Channel | 52 684 | 34 940 | 154 756 | 94 900 |
| Total Adjusted EBITDA - Software & Cloud | 117 856 | 88 828 | 522 618 | 375 985 |
| - Software & Cloud Economics | 18 816 | 13 309 | 49 718 | 19 471 |
| - Consulting | 31 461 | 19 037 | 115 367 | 73 359 |
| Total Adjusted EBITDA - Services | 50 277 | 32 346 | 165 085 | 92 830 |
| Admin & shared services | (86 771) | (57 221) | (257 464) | (193 073) |
| Total Adjusted EBITDA | 81 362 | 63 953 | 430 238 | 275 742 |
| Quarter ended | Year to date ended | ||||
|---|---|---|---|---|---|
| (In thousands of NOK) | 30-Sep | 30-Sep | |||
| Adjusted EBITDA per Market Cluster | 2021 | 2020 | 2021 | 2020 | |
| - Nordics | 102 899 | 66 813 | 382 229 | 304 809 | |
| - Europe | 2 922 | 8 072 | 57 633 | 24 532 | |
| - APAC & MEA | (5 220) | 2 913 | 58 349 | 30 409 | |
| - US | 9 640 | 5 158 | 25 629 | (5 443) | |
| - HQ | (28 878) | (19 003) | (93 602) | (78 564) | |
| Total Adjusted EBITDA | 81 362 | 63 953 | 430 238 | 275 742 |

Segment information September 30, 2021, Quarter ended
| (In thousands of NOK) | Software & Cloud | Services | ||||
|---|---|---|---|---|---|---|
| Software & Cloud Direct |
Software & Cloud Channel |
Software & Cloud Economics |
Consulting | Admin & Eliminations |
Total | |
| Operating revenue | ||||||
| Nordics | 1 021 261 | 452 840 | 30 358 | 271 159 | 888 | 1 776 506 |
| Europe | 1 098 348 | 334 609 | 35 005 | 23 361 | 727 | 1 492 050 |
| APAC & MEA | 842 624 | 393 402 | 15 506 | 41 668 | 789 | 1 293 990 |
| US | 230 820 | 373 171 | 69 255 | 13 443 | 244 | 686 935 |
| HQ | - | - | - | 162 | 16 379 | 16 541 |
| Eliminations | - | - | - | - | (118 791) | (118 791) |
| Operating revenue | 3 193 053 | 1 554 023 | 150 124 | 349 793 | (99 763) | 5 147 231 |
| Gross profit | ||||||
| Nordics | 83 293 | 38 270 | 26 424 | 170 867 | 1 188 | 320 041 |
| Europe | 66 858 | 23 836 | 29 676 | 21 058 | 737 | 142 164 |
| APAC & MEA | 27 511 | 24 315 | 10 494 | 15 427 | 1 670 | 79 418 |
| US | 31 435 | 7 902 | 63 088 | 6 324 | 244 | 108 993 |
| HQ | - | 116 | - | 14 | 16 525 | 16 655 |
| Eliminations | - | - | - | - | (25 499) | (25 499) |
| Gross profit | 209 097 | 94 439 | 129 682 | 213 689 | -5 135 | 641 771 |
| Operating expenses | 143 926 | 41 754 | 110 865 | 182 228 | 102 594 | 581 367 |
| EBITDA | 65 171 | 52 684 | 18 816 | 31 461 | (107 729) | 60 404 |
| Depreciation and Amortisation | 41 349 | |||||
| Net financial income and expenses | 146 792 | |||||
| Net income before tax | (127 737) | |||||
| Adjustments | - | - | - | - | 20 959 | 20 959 |
| Adjusted EBITDA | 65 171 | 52 684 | 18 816 | 31 461 | (86 770) | 81 363 |
Segment information September 30, 2020, Quarter ended
| (In thousands of NOK) | Software & Cloud | Services | ||||
|---|---|---|---|---|---|---|
| Software & Cloud Direct |
Software & Cloud Channel |
Software & Cloud Economics |
Consulting | Admin & Eliminations |
Total | |
| Operating revenue | ||||||
| Nordics | 751 134 | 394 720 | 28 947 | 180 451 | 1 591 | 1 356 843 |
| Europe | 552 347 | 257 586 | 31 001 | 12 671 | 1 028 | 854 634 |
| APAC & MEA | 612 784 | 308 321 | 14 184 | 13 997 | 1 584 | 950 869 |
| US | 177 996 | 331 372 | 57 154 | 6 359 | -12 | 572 869 |
| HQ | - | (0) | - | 1 | 13 437 | 13 438 |
| Eliminations | - | - | - | - | (80 504) | (80 504) |
| Operating revenue | 2 094 260 | 1 291 999 | 131 286 | 213 479 | (62 875) | 3 668 149 |
| Gross profit | ||||||
| Nordics | 64 406 | 33 802 | 24 348 | 111 256 | 1 575 | 235 386 |
| Europe | 58 839 | 19 359 | 24 270 | 10 486 | 986 | 113 940 |
| APAC & MEA | 24 544 | 17 744 | 9 328 | 10 986 | 1 990 | 64 593 |
| US | 18 264 | 5 464 | 52 337 | 4 788 | 51 | 80 903 |
| HQ | - | 2 259 | - | -289 | 15 975 | 17 946 |
| Eliminations | - | - | - | - | (16 464) | (16 464) |
| Gross profit | 166 054 | 78 628 | 110 284 | 137 227 | 4 113 | 496 305 |
| Operating expenses | 112 166 | 43 687 | 96 974 | 118 190 | 92 946 | 463 963 |
| EBITDA | 53 888 | 34 940 | 13 309 | 19 037 | (88 833) | 32 342 |
| Depreciation and Amortisation | 35 873 | |||||
| Net financial income and expenses | 19 196 | |||||
| Net income before tax | (22 728) | |||||
| Adjustments | - | - | - | - | 31 611 | 31 611 |
| Adjusted EBITDA | 53 888 | 34 940 | 13 309 | 19 037 | (57 221) | 63 953 |
Segment information September 30, 2021
| (In thousands of NOK) | Software & Cloud | Services | ||||
|---|---|---|---|---|---|---|
| Software & Cloud Direct |
Software & Cloud Channel |
Software & Cloud Economics |
Consulting | Admin & Eliminations |
Total | |
| Operating revenue | ||||||
| Nordics | 4 709 729 | 1 301 230 | 100 721 | 829 587 | 1 692 | 6 942 959 |
| Europe | 3 882 484 | 931 064 | 102 330 | 68 586 | 1 497 | 4 985 961 |
| APAC & MEA | 3 056 259 | 1 097 724 | 47 355 | 100 272 | 1 950 | 4 303 559 |
| US | 1 506 589 | 1 024 116 | 192 829 | 45 382 | 642 | 2 769 558 |
| HQ | - | - | - | 848 | 47 439 | 48 287 |
| Eliminations | - | - | - | - | (309 340) | (309 340) |
| Operating revenue | 13 155 061 | 4 354 135 | 443 234 | 1 044 674 | (256 121) | 18 740 983 |
| Gross profit | ||||||
| Nordics | 346 292 | 112 433 | 87 103 | 529 934 | 1 794 | 1 077 556 |
| Europe | 223 501 | 69 313 | 84 499 | 61 351 | 1 929 | 440 593 |
| APAC & MEA | 136 416 | 65 273 | 28 568 | 47 643 | 3 661 | 281 559 |
| US | 78 153 | 20 945 | 172 472 | 31 635 | 642 | 303 846 |
| HQ | - | 116 | - | (79) | 48 141 | 48 178 |
| Eliminations | - | - | - | - | (63 403) | (63 403) |
| Gross profit | 784 361 | 268 079 | 372 642 | 670 484 | (7 237) | 2 088 330 |
| Operating expenses | 416 499 | 113 323 | 322 924 | 555 118 | 279 116 | 1 686 980 |
| EBITDA | 367 862 | 154 756 | 49 718 | 115 367 | (286 353) | 401 350 |
| Depreciation and Amortisation | 117 204 | |||||
| Net financial income and expenses | 198 807 | |||||
| Net income before tax | 85 338 | |||||
| Adjustments | - | - | - | - | 28 889 | 28 889 |
| Adjusted EBITDA | 367 862 | 154 756 | 49 718 | 115 367 | (257 464) | 430 238 |
Segment information September 30, 2020
| (In thousands of NOK) | Software & Cloud | Services | ||||
|---|---|---|---|---|---|---|
| Software & | ||||||
| Software & | Software & | Cloud | Admin & | |||
| Cloud Direct | Cloud Channel | Economics | Consulting | Eliminations | Total | |
| Operating revenue | ||||||
| Nordics | 3 455 539 | 1 185 771 | 100 581 | 620 072 | 11 940 | 5 373 903 |
| Europe | 2 461 750 | 726 133 | 77 290 | 49 396 | 15 804 | 3 330 373 |
| APAC & MEA | 1 964 528 | 1 060 344 | 33 660 | 57 377 | 3 352 | 3 119 261 |
| US | 1 143 209 | 1 024 693 | 158 849 | 13 236 | 531 | 2 340 517 |
| HQ | - | 62 | (0) | 3 | 40 695 | 40 760 |
| Eliminations | - | - | - | - | (237 667) | (237 667) |
| Operating revenue | 9 025 026 | 3 997 002 | 370 379 | 740 083 | (165 345) | 13 967 146 |
| Gross profit | ||||||
| Nordics | 306 589 | 102 497 | 79 413 | 395 181 | 3 565 | 887 246 |
| Europe | 185 544 | 54 680 | 70 087 | 32 601 | 2 650 | 345 562 |
| APAC & MEA | 100 951 | 57 259 | 24 412 | 34 633 | 5 019 | 222 275 |
| US | 51 365 | 18 999 | 150 215 | 8 704 | 670 | 229 953 |
| HQ | - | 2 395 | 353 | -286 | 45 257 | 47 718 |
| Eliminations | - | - | - | - | (55 403) | (55 403) |
| Gross profit | 644 450 | 235 830 | 324 481 | 470 833 | 1 757 | 1 677 350 |
| Operating expenses | 363 364 | 140 930 | 305 010 | 397 473 | 235 310 | 1 442 087 |
| EBITDA | 281 085 | 94 900 | 19 471 | 73 359 | (233 553) | 235 263 |
| Depreciation and Amortisation | 103 110 | |||||
| Net financial income and expenses | 64 536 | |||||
| Net income before tax | 67 617 | |||||
| Adjustments | - | - | - | - | 40 480 | 40 480 |
| Adjusted EBITDA | 281 085 | 94 900 | 19 471 | 73 359 | (193 073) | 275 742 |
Note 7 – Share options
Share options
There are two share option programs, one granted in relation to the IPO (IPO Share incentive scheme) and one share-based incentive scheme implemented in 2020 to general managers and executive management (Management share option program). In 2021 also a share grant program is implemented for general managers (General manager share grant program). The management share option program and share grant program includes both employment and performance vesting conditions. Each share option allows for the subscription of one share in Crayon Group Holding ASA. The fair value of the options and share grant is calculated at grant date and expensed over the vesting period.
Employee share purchase program (ESPP)
There are two employee share purchase programs, where all employees in the Company and its subsidiaries in which an offer could be lawfully made, have been offered to participate. First offer given in conjunction with Share incentive scheme (ESPP 2019) and a second offer in Q4 2020 (ESPP 2020). The subscription price was equal to 3-month average share price at the start of the subscription period with a 20% discount. The employees have been offered to subscribe for amounts between NOK 10,000 to NOK 100,000 (all amounts including the 20% discount). In aggregate, 407 and 533 employees participated in the ESPP 2019 and ESPP 2020, respectively. Additional bonus shares will be granted to employees participating in the ESPP and remaining employed by Crayon by the end of the lock-up period. One bonus share will then be granted for every third share subscribed for under the program. The bonus shares vest over two years. The fair value of the bonus shares is calculated at grant date and expensed over the vesting period.
Fair value
The fair value at grant date is determined using an adjusted form of the Black Scholes Model, which considers the exercise price/subscription price, the term of the option/lock-up, the impact of dilution (where material), the share price at the grant date, expected price volatility of the underlying share and risk-free interest. For the IPO Share incentive scheme, the expected volatility is based on historical volatility for a selection of comparable listed companies. For the remaining programs, the expected volatility is based on historical volatility for listed Crayon shares from 8 November 2017 up until the grant date. Risk free interest is based on treasury bond with same maturity as the option program. The variables used are displayed in the table below.
| IPO Share incentive scheme |
Management share option program |
General manager share grant program |
ESPP 2019 | ESPP 2020 | |
|---|---|---|---|---|---|
| Number of share options allotted | 1.92 m options | 1.70 m options | |||
| Exercise price | NOK 15 50 | NOK 53 60 | |||
| Term of the option | 5 vears | 5 years | |||
| Share price at grant date | NOK 15.50 | NOK 53.60 | NOK 118.40 | NOK 52.00 | NOK 112 40 |
| Numbers of shares allotted | 101 k shares (estimate) | 1.23 m shares | 0.5 m shares | ||
| Subscription price | NOK 30.00 | NOK 85.90 | |||
| Lock-up period | 0 - 2 years | 2 years | 2 years |
Cost related to share-based compensation, as displayed in the table below, includes employee social security tax.
| Quarter ended 30-Sep |
Year to date ended 30-Sep |
Year ended 31-Dec |
||||
|---|---|---|---|---|---|---|
| (In thousands of NOK) | 2021 | 2020 | 2021 | 2020 | 2020 | |
| Share incentive scheme (IPO) | 2 455 | 24 758 | 3 119 | 27 201 | 21 648 | |
| Employee share purchase program 2019 and 2020 | 5 782 | 4 183 | 14 328 | 7 839 | 10 369 | |
| Management share options program 2020 and 2021 | 12 533 | 2 488 | 22 430 | 5 026 | 16 667 | |
| Share based compensation | 20 770 | 31 429 | 39 877 | 40 066 | 48 684 |

Note 8 – Intangible assets
| Technology | ||||||
|---|---|---|---|---|---|---|
| Softw are licenses | Development | and | ||||
| 2021 | (IP) | costs | Contracts | softw are | Total | |
| Aquisition cost 01.01 | 8 769 | 316 823 | 401 684 | 67 741 | 795 017 | |
| Additions | - | 40 079 | 128 747 | 0 | 168 825 | |
| FX translation | (44) | 5475 | (4 013) | 325 | 1 743 | |
| Aquisitition cost at the end of the period | 8 725 | 362 377 | 526 418 | 68 066 | 965 585 | |
| Amortisation and impairment 01.01 | 6 554 | 228 067 | 341 305 | 49 226 | 625 152 | |
| Amortisation | 200 | 41 629 | 20 995 | 5 978 | 68 802 | |
| Impairment | - | - | - | 0 | ||
| Accumulated amortisation and impairment | 6 754 | 269 696 | 362 300 | 55 204 | 693 954 | |
| Net value at the end of the period | 1 971 | 92 681 | 164 118 | 12 862 | 271 631 | |
| Amortisation period | 0-5 years | 3-10 years | 5-20 years | 3-10 years | ||
| Amortisation method | Linear | Linear | Linear | Linear |
The company recognises intangible assets in the balance sheet if it is likely that the expected future economic benefits attributable to the asset will accrue to the company and the assets acquisition cost can be measured reliably. Total amortisation of intangibles year to date September 30, 2021 amounts to NOK 68.2m. Of this, NOK 22.3m relates to amortisation of intangible assets identified as part of purchase price allocation from acquisitions.
Intangible assets with a limited useful life are measured at their acquisition cost, minus accumulated amortisation and impairments. Amortisation is recognised linearly over the estimated useful life. Amortisation period and method are reviewed annually. Intangible assets with an indefinite useful economic life are not amortised but are tested annually for impairment. See note 9 for additional information of impairment assessment at December 31, 2020.
The company divides its Intangible assets into the following categories in the balance sheet:
Technology and software:
According to IFRS 3, the Group has assessed if there are any identifiable intangible assets separable from Goodwill arising on business combinations. The Group has determined that intangible assets arising from the business combinations of Anglepoint and FAST meet the recognition requirements under IAS 38 as separately identifiable intangible assets. In the case of FAST, a set of technology and software primarily used in a subscription service to customers who need both Software & Cloud Economics (previous SAM) and IT compliance services was capitalised. This technology and software are expected to generate future economic benefits to the Group. In the case of the business combination with Anglepoint, the Group capitalised software and technology developed internally by Anglepoint. All qualifying intangible assets acquired during business combinations are recognised in the balance sheet at fair value at the time of acquisition. Technology, Software and R&D arising from business combinations are amortised linearly over the estimated useful life.
In addition to intangible assets recognised as part of business combinations, the Group also capitalises expenses related to development activities if the product or process is technically feasible, and the Group has adequate resources to complete the development. Expenses capitalised include material cost, direct wage costs and a share of directly attributable overhead costs. Capitalised development costs are depreciated linearly over the estimated useful life.
Software licences (IP):
Software Licences (IP) relates to intangible assets recognised in relation to Genova and from the acquisition of Navicle. Genova is part of Esito's developed software (with an indefinite lifetime), The IP allocated for Navicle is also used as an internal tool to serve its customer base and is expected to generate future economic benefits for the Group. This IP tool is amortised on straight line basis over the estimated useful lifetime.
Contracts:
Per IFRS 3, the Group has assessed if there are any identifiable intangible assets separable from Goodwill arising from business combinations. The Group has determined that the contractual customer relationships identified in the business combinations of Anglepoint, Inmeta, FAST, Again, Sequint, Techstep, Winc and Sensa meet the recognition requirements under IAS 38 as separately identifiable intangible assets. These contractual relationships are all expected to generate future economic benefits to the Group.
Contractual customer relationships acquired in business combinations are recognized in the balance sheet at fair value at the time of acquisition. The contractual customer relationships have limited useful life and are stated at acquisition cost minus accumulated amortisation. Linear amortisation is carried over expected useful life.

Note 9 – Goodwill
Goodwill arising on business combinations is initially measured at cost, being the excess of the cost of an acquisition over the net identifiable assets and liabilities assumed at the date of acquisition and relates to the future economic benefits arising from assets which are not capable of being identified and separately recognised. Following initial recognition, Goodwill is measured at cost less accumulated impairment losses. Reconciliation of the carrying amount of goodwill at the beginning and end of the reporting period is presented below:
experiencing decreased revenues, significant changes with adverse effect on the entity, or other factors described in IFRS 36 that indicate that their assets should be tested for impairment.
For more information on sensitivity analysis see Note 9 in the 2020 consolidated financial statements.
| (In thousands of NOK) | Goodwill |
|---|---|
| Aquisition cost at 01.01 | 960 450 |
| Additions | 76 891 |
| Currency translation | (1 250) |
| Aquisition cost at the end of the period | 1 036 091 |
| Impairment at 01.01 | 109 517 |
| Impairment during the period | - |
| Accumulated Impairment at the end of the period | 109 517 |
| Net book value at the end of the period | 926 574 |
The Group performs an impairment test for goodwill on an annual basis or when there are circumstances which would indicate that the carrying value of goodwill may be impaired. When assessing impairment, assets are grouped into cash generating units (CGU's), the lowest levels at which it is possible to distinguish between cash flows.
Impairment of goodwill is tested by comparing the carrying value of goodwill for each CGU to the recoverable amount. The recoverable amount is the higher of fair value less cost to sell and value in use. The impairment assessment is built on a discounted cashflow model (DCF), with the model assumptions relating to WACC and CAGR.
Future cash flows are discounted to present value using a discount rate based on a calculation of a weighted average cost of capital (WACC). As a general principle, the Group pre-tax WACC is used for most CGUs in the model applying the US interest rate. However, when there are material differences in the local market where the CGU operates (e.g., the interest risk, or the general market conditions), the WACC is adjusted accordingly.
Crayon assess indication of impairment at each reporting period. At September 30, 2021 no impairment indication has been identified. Regarding Covid-19 outlook, the roll-out of the vaccine seems to have been relatively extensive as of Q3 2021 and many countries have opened to pre-covid levels which most likely will lead to stabilize economic conditions but impacts of the COVID-19 outbreak are still uncertain. However, Crayon's financial performance and operations has not negatively been affected during the pandemic, on the contrary, further business opportunities have raised and materialized. Crayon is not

Note 10 – Debt
In November 2019, the company successfully completed the issuance of a NOK 300m senior unsecured bond, with a NOK 600m borrowing limit.
The bonds have a floating coupon rate of 3 months NIBOR + 350 bps. p.a. (CRAYON 03). Any outstanding bonds is to be repaid in full at maturity date. The bond was listed on the Oslo Stock Exchange April 3, 2020.
The net proceeds from the bond issue was used to refinance CRAYON02 in November 2019, with a total principal of NOK 450m at a coupon of 3 months NIBOR +550bps. p.a.
Considering the refinancing mentioned above, the group also increased its revolving credit facility from NOK 200m to NOK 350m in November 2019.
In accordance with IFRS 9, the transactional costs (NOK ~ 7 m) related to the bond issue which was settled on November 22, 2019 are accretion expensed (i.e. added back) over the lifetime of the bond, thus reaching NOK 300m nominal value at maturity in Q4 2022.
On July 1, 2021 Crayon completed the issuance of a NOK 1.800 million 4- year senior unsecured floating rate bond issue with a coupon of 3 months Nibor + 375bps. This was settled July 15, 2021 and is reported as current interest- bearing debt (to be reclassified as non-current upon rhipe's acquisition completion). The cash received is in an escrow account also conditional to rhipe's acquisition completion and reported as a short-term deposit in the consolidated balance sheet statement and is not part of cash and cash equivalents.
Following the successful completion of the rhipe Limited, and the bond issued to finance the purchase, announced July 6, 2021, Crayon entered into an AUD 350m hedge contract in order to ensure the funds raised would match the expected outflow as part of the settlement. The NOK has depreciated relative to the AUD over this period, reducing the value of the AUD position in the consolidated financials. This leads to an unrealised loss presented as other financial expenses, at net NOK 92m as the value of the hedging position is adjusted to reflect the exchange rates as of date September 30, 2021. Hedge accounting is not applied for this contract.
Net interest-bearing debt means senior debt to credit institutions and other interest-bearing debt less freely available cash. Net interest-bearing debt is not adjusted for normalised working capital.
| Year to date ended | Year ended | ||
|---|---|---|---|
| 30-Sep | 31-Dec | ||
| (In thousands of NOK) | 2021 | 2020 | 2020 |
| Bond loan, other non-current liabilities | 300 000 | 317 248 | 302 283 |
| Lease liabilities | 96 151 | 108 644 | 95 340 |
| Current lease liabilities | 31 326 | 31 181 | 31 230 |
| Other current interest bearing debt | 1 889 950 | 67 323 | 75 884 |
| Short term deposits | (1 782 000) | - | - |
| Cash & cash equivalents | (796 286) | (412 794) | (1 394 120) |
| Restricted cash | 63 624 | 17 310 | 93 676 |
| Net interest bearing debt | (197 235) | 128 912 | (795 707) |

Note 11 – Financial Risk
Crayon Group is exposed to a number of risks, including currency risk, Interest rate risk, liquidity risk and credit risk. For a detailed description of these risks and how the group manages these risks, please see the 2020 annual report 20, note 19.
The COVID-19 pandemic has been considered a significant event with an uncertain economic impact with potential adverse effect on markets and economic environments in which Crayon operates, affecting financial risk considerations. As described in the business outlook section of this report, the software reseller and software consulting industries are so far less impacted by the COVID-19 pandemic than other industries.
Liquidity risk
The risk to future revenue from customers not renewing software licenses is inherently seen as low due to the nature of the licenses sold, as software licenses are crucial for IT infrastructure and customers are expected to prioritise and maintain IT spending through the COVID-19 pandemic.
The liquidity risk assessment described in the annual report for 2020 is unchanged. Management believes that satisfactory mitigating actions are implemented.
Credit risk
On September 30, 2021, payments from customers are not significantly impacted by the COVID-19 pandemic. DSO (Days of Sales Outstanding) is as of September 30, 2021 is down 5 days compared to September last year.
Approximately 40% of revenues comes from public sector customers and a majority of the remaining revenue is from large corporate customers with satisfactory credit ratings. These customers are likely to maintain spending on IT infrastructure during the COVID-19 pandemic and any following economic downturn. Below 2% of accounts receivables to private sector customers at September 30, 2021 are considered as high- risk industries such as travel and transport of personnel, accommodation, hospitality and leisure.
Management considers the market cluster APAC & MEA with the highest risk when it comes to COVID-19 potential impact. Governments have imposed lock-down, increasing counterparty risk as financial and business processes are disrupted. These market clusters are more reliant on manual process, i.e payments, than Europe and the Nordic region. Crayon monitors the development in the region closely and continuously reviews provisions for bad debt.
Overall Crayon considers the financial risk as moderate, but by applying mitigating actions and proactive measures this is reduced to low. The currency and interest rate risk assessments described in the annual report for 2020 covers any adverse effects from the
COVID-19 pandemic. Within YTD Q3 2021 the impact of Net accounting losses on receivables was NOK 12.7m compared to last year of NOK 5.1m.
Crayon present losses on accounts receivables as operating expenses. The impact of accounts receivables is presented below.
| Year to date ended 30-Sep |
Year ended 31-Dec |
|||
|---|---|---|---|---|
| (In thousands of NOK) | 2021 | 2020 | 2020 | |
| Opening balance 01.01 | 52 492 | 30 113 | 30 113 | |
| Currency translation | 1 058 | 1 660 | (2 575) | |
| Net reversal/ allowance | 20 194 | 20 061 | 24 954 | |
| Closing balance | 73 744 | 51 834 | 52 492 |
Profit or loss effect of bad debt
| Year to date ended 30-Sep |
Year ended 31-Dec |
|||
|---|---|---|---|---|
| (In thousands of NOK) | 2021 | 2020 | 2020 | |
| Realised losses | 5 147 | 10 003 | 11 676 | |
| Allowance for doubtful accounts | 20 194 | 20 061 | 24 954 | |
| Net accounting losses on receivables | 25 341 | 30 064 | 36 630 |
Note 12 – Right-of-use assets
| (In thousands of NOK) | Right of use assets |
|---|---|
| Aquisition cost at 01.01 | 177 395 |
| Additions | 31 488 |
| Currency translation | 4 042 |
| Aquisition cost at the end of the period | 212 925 |
| Depreciation at 01.01 | 61 944 |
| Depreciation during the period | 32 169 |
| Accumulated depreciation at the end of the period | 94 113 |
| Net book value at the end of the period | 118 812 |
| Depreciation period | 1-12 years |
| Depreciation method | Linear |
Future cash outflows related to lease agreements not reflected in the measurements of lease liabilities amount to NOK 325m. Cash outflows are related to signed lease agreements where the leases are not yet commenced and relates to a period of 5 to 10 years starting 2022.

Note 13 – Seasonality of operations
The groups result of operations and cash flows has varied, and are expected to continue to vary, from quarter to quarter and period to period. These fluctuations have resulted from a variety of factors including contractual renewals being skewed towards Q2 and Q4, year-end campaigns by key vendors (Microsoft's fiscal year ends 30 June, Oracle fiscal year ends May 31) and the number of working days in a quarter resulting in shorter production periods for consultants.
Note 14 – Reclassification
Net VAT has historically been reported as Public duties. This is changed from Q2 2021 and is presented gross in Public duties and in Other receivables. Last year's numbers are not restated, but are made comparable in this note.
| As reported | Comparable | ||
|---|---|---|---|
| Q3 2020 | Q3 2020 | Change | |
| Other current receivables | 188 160 | 374 220 | 186 060 |
| Public duties | 96 987 | 283 048 | 186 060 |
Note 15 – Investment in associated company
On September 22, 2021, Crayon made a GBP 3 million investment for a minority ownership in On Direct Group Limited (23.08%), recognised as an associated company in the statement of the financial position as of Q3 2021.
Note 16 – Events after the balance sheet date
On October 14, 2021, the rhipe's shares purchase scheme was legally effective. Crayon's acquisition of rhipe will, subject to Crayon's payment of the purchase price, be completed on November 3, 2021.
The agreed purchase price of the shares is AUD 387m and the transaction will be settled in cash.
rhipe is a leading distributor of cloud solutions and services, providing partners with business advisory and deep domain technical expertise to thrive in the growing cloud market. rhipe, the Cloud Channel Company, distributes and aggregates subscription licensing models for Service Providers from many of the world's leading software vendors including Microsoft, VMware, Red Hat, Citrix, Veeam, Trend Micro, Sinefa and DocuSign.
There were no other significant events that have occurred subsequent to the balance sheet date that would have an impact on the interim financial statements.

Alternative Performance Measures
The financial information in this report is prepared under International Financial Reporting Standards (IFRS), as adopted by the EU. In order to enhance the understanding of Crayon's performance, the company has presented a number of alternative performance measures (APMs). An APM is defined as by ESMA guidelines as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the relevant accounting rules (IFRS).
Crayon uses the following APM's:
- Gross profit: Operating Revenue less materials and supplies
- EBIT: Earnings before interest expense, other financial items and income taxes
- EBITDA: Earnings before interest expense, other financial items, income taxes, depreciation and amortization
- Adjusted EBITDA: EBITDA adjusted for share based compensation and other income and expenses.
| Year to date ended | Year ended | ||
|---|---|---|---|
| 30-Sep | 31-Dec | ||
| (In thousands of NOK) | 2021 | 2020 | 2020 |
| EBITDA | 401 350 | 235 262 | 381 414 |
| Other Income and Expenses | 28 889 | 40 480 | 31 488 |
| Adjusted EBITDA | 430 238 | 275 742 | 412 902 |
Other Income and expenses: Specifications of items defined as adjustments. Other personnel costs are related to former CEO. See table below.
| 30-Sep | 31-Dec | ||
|---|---|---|---|
| (In thousands of NOK) | 2021 | 2020 | 2020 |
| Business development expenses and legal structuring | (212) | 414 | 416 |
| Forgivable loan (US) | (13 516) | - | (17 612) |
| Share based compensation | 39 878 | 40 066 | 48 684 |
| Other personell costs | 2 738 | - | - |
| Other income and ex penses | 28 888 | 40 480 | 31 488 |
Net Working Capital: Non- interest - bearing current assets less non- interest - bearing current liabilities. Net Working Capital gives a measure of the funding required by the operations of the business.
| Year to date ended 30-Sep |
Year ended | ||
|---|---|---|---|
| 31-Dec | |||
| (In thousands of NOK) | 2021 | 2020 | 2020 |
| Inventory | 5 485 | 13 390 | 8 846 |
| Accounts receivable | 3 267 435 | 2 528 614 | 3 393 421 |
| Other current receivables | 604 383 | 188 160 | 263 347 |
| Income taxes payable | (64 360) | (38 261) | (49 812) |
| Accounts payable | (3 106 045) | (2 252 520) | (3 560 040) |
| Public duties | (330 073) | (96 987) | (250 918) |
| Other current liabilities | (832 704) | (440 980) | (784 004) |
| Net w orking capital | (455 878) | (98 584) | (979 161) |
Free available cash: Cash and cash equivalents less restricted cash.
Liquidity reserve: Freely available cash and credit facilities.
Restricted cash: The amount consists of employee taxes withheld and balance on a client account due to not registered share issue.
| Year to date ended 30-Sep |
Year ended | ||
|---|---|---|---|
| 31-Dec | |||
| (In thousands of NOK) | 2021 | 2020 | 2020 |
| Cash & cash equivalents | 796 286 | 412 794 | 1 394 120 |
| Restricted cash | (63 624) | (17 310) | (93 676) |
| Free available cash | 732 662 | 395 484 | 1 300 444 |
| Available credit facility | 209 876 | 256 215 | 281 869 |
| Liquidity reserve | 942 538 | 651 699 | 1 582 313 |

Crayon Group Holding ASA Sandakerveiein 114A P.O. box 4384 Nydalen, 0402 Oslo, Norway
Phone +47 23 00 67 00 Fax +47 22 89 10 01
Org.nr. 997 602 234 www.crayon.com
Investor Relations www.crayon.com/en/about-us/investor-relations
