ANNUAL REPORT
2022
Our results
2
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
Contents
CEO comment 4
Board of directors’ report 12
Corporate governance 27
Financial statements Itera Group 34
Financial statements Itera ASA 66
Statement by the Board of directors and the CEO 79
Auditor’s report 80
Shares and shareholders 85
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
CEO Cment 2022
Embracing
our future
2022 was truly a remarkable year. Our strong performance
demonstrates the talent of our incredible people, the
company’s resilience in the face of the invasion of Ukraine
and our ability to help our customers accelerate their
sustainable digital transformations.
4
I would like to begin by honouring our highly
talented people for their extraordinary work and
commitment, which made 2022 a truly remark-
able year for Itera. Following Russia’s invasion
of Ukraine on the 24 February 2022, no-one
imagined that we would deliver organic revenue
growth of 24% and an operating EBIT margin
of 10.5% in 2022. I have never been so proud
of our great people and their ability to navigate
challenges such as those the invasion created.
Our performance demonstrates the resilience of
the company and the strength of our core strat-
egy: Grow People, Grow Customers and Grow
Company. There is a direct link between this
strategy, our innovative mindset and entrepre-
neurial culture, the trust of our customers and
partners and our ability to develop and attract
great people.
As a company, we aspire to grow organically
and be a leader in our industry. We continued
our robust profitable growth trajectory while
investing in our business and people to increase
our scalability as a dependable international
company. We remained focused on staying close
to our customers, providing the right solutions to
enable sustainable digital transformations and
adjusting to their changing needs.
Some highlights from 2022
We achieved organic revenue growth of 24% and
a solid EBIT margin of 10.5% in 2022, despite
all the work associated with adapting to the new
normal in Ukraine and the initial setup costs with
opening three new offices in Kraków in Poland,
Brno in the Czech Republic and Žilina in Slovakia.
The directly identifiable costs of the invasion
contributed to a 1.0 point drop in the margin,
whereas the start-up costs of the new offices
negatively impacted margins by about 0.6 points.
We achieved 13% organic growth in our number
of employees, with a net increase of 82 employ-
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ees to around 700, with more than 50% of this
growth in the Nordics. Once our new offices are
running at full speed, our growth capacity will be
even more significant than before the invasion
and less vulnerable to any situation in Ukraine.
We expanded our most prominent and longest
customer relationships while building new
ones. Overall, order intake was equivalent to a
book-to-bill ratio of 1.2 in 2022. Our two most
prominent industries, Banking & Insurance and
energy, are established as the main segments for
our international growth where the Nordic region
has global solid attractiveness.
2022 has truly been the year in which Itera
has made a mark in the energy sector, with
both several new customers, such as Å Energi,
its subsidiary Entelios, Hafslund ECO and Laki
Power, and strong growth at existing customers,
such as Eviny, BKK and DNV.
Q1 2022 represents a milestone for the com-
pany, as on January 1st, we launched our new
service delivery, Cloud and Application Services,
and on March 31st, we closed our own data
centres. Our investment in Cloud and Application
Services is showing promising progress, fuelling
our record revenue growth rate of 29% in the
fourth quarter. The cost of having excess capac-
ity in order to be ready for more extensive and
multiple migration projects and operations will
gradually diminish as business volume grows.
Itera was ranked in the top 6% in its industry in
the sustainability ranking produced by Ecovadis,
the world’s largest and most trusted rating
company within sustainability.
Net cash flow from operating activities was NOK
76 million. We returned NOK 40 million in cash
to shareholders as a dividend of NOK 0.50 per
share, continuing to deliver on our disciplined
capital allocation model.
Itera was again ranked as one of the top 25 most
innovative companies across all industries in
Norway, with 2022 marking the sixth year in a
row that the company has achieved this.
Overall, we are very pleased with our steady,
strong and profitable growth trajectory, with an
annual growth rate of 21.6% and an average
EBIT margin of 11.6% over the last 24 months.
Our strategy defines the areas where we will
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drive growth, build differentiation, and enable
our business to create high value every day.
Our opportunity
The demand for digital transformation has never
been more urgent. Every organisation in every
industry will need to infuse digital technology
into every business process and function so
they can do more with less and become more
sustainable.
There is no more powerful input for driving busi-
ness growth than digital technology. Digital tech-
nology will accelerate growth beyond what was
previously possible with people and machines.
When I talk to executives, the need for speed
and throughput from digital initiatives is always
one of their top priorities.
According to Microsoft, digital technology in the
coming years as a percentage of GDP world-
wide will double from 5% to 10% and beyond,
but technology’s influence on the other 90% of
the world’s economy will be even more critical.
Digital technology will power the entire economy
as every company in every industry becomes a
software company in its own right. This will make
the difference between organisations that thrive
and those that get left behind.
In the last quarter of 2022, the economic
forecasts for 2023 have continued to decline.
While the latest technology spending forecast
for 2023 continues to show robust growth of
5% or so, we will see how the market evolves
as customers adjust to the new macro environ-
ment. We believe the current macro situation is
making it even more apparent to customers that
they need to change more, not less. At the same
time, they’re more and more focused on cost and
resilience.
Accelerate sustainable
digital transformation
Our mission is to help businesses and organi-
sations to accelerate their sustainable digital
transformations and achieve more for less.
This mission has never been more urgent or
more necessary. For all the uncertainty in the
world, one thing is clear: Both the private and
public sectors are increasingly looking to digital
technology to overcome today’s challenges and
emerge stronger. And Itera, as an international
tech company, has never been better positioned
to help them.
Here are just a few examples:
• Storebrand, the leading player in the Nordic
market for long-term savings and insurance,
teamed up with Itera to create a sustainability
dashboard that provides Storebrand’s custom-
ers with a visualisation of how their pension
savings score on sustainability factors such as
their carbon footprint as well as with in overall
sustainability terms. Since half of the money in
the world’s stock markets is pension savings,
this solution can truly affect what the world will
look like.
• DNV, the world leader in assurance and risk
management with the purpose of safeguarding
life, assets and the environment, is using our
Digital Factory at Scale to accelerate its digital
transformation. For example, when developing
a new SaaS solution for data-driven asset man-
agement for the electric grid in US and Canada,
speed and throughput were increased by 40%.
• With global reach, LAKI Power in Iceland
provides power grid operations with world-
class solutions for monitoring, analysing and
optimising their grid infrastructure. LAKI Power
entered into a strategic partnership with Itera.
We engaged a team of brave Ukrainian software
developers to enhance the level of power that
can be efficiently harvested from high-voltage
lines.
• The Directorate of Integration and Diversity
(IMDi), responsible for implementing the
Norwegian Government’s integration policy,
teamed up with Itera to help immigrant women
in working life and society by providing new
digital services with high user experience using
our Digital Factory at Scale.
• home A/S, Denmark’s best-known brand with
Real Estate dealers and part of Danske Bank,
has successfully completed the migration of
all hardware/software from on-premises to the
cloud. Not only is this making their business
more innovative and flexible on demand, but
also in sustainability terms, where e.g. savings
on physical hardware, power, and physical
maintenance with consultants by car and the
environment are essential.
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Doing more with less
Our Digital Factory at Scale is all about doing
more with less. The secret to the Digital
Factory’s success is building reusable products,
tools, and repeatable processes to accelerate
digital transformation. Typically, the speed and
throughput can be increased by 20-30% or even
more.
Speed, cost and resilience are crucial to our cus-
tomers. In addition to exploiting new technology,
the factory is adopting a new operating model for
future data-driven business, opening radically
new ways for our customers to work, compete
and drive value.
We are meeting customers where they are and
enabling them to run apps across on-premises,
edge and multi-cloud requirements. We are
extending our Digital Factory to the 5G network,
introducing new solutions as the digital and
physical worlds come together in Industry 4.0.In
addition, industry clouds are bringing together
capabilities across the cloud platforms with
specific customisations to help organisations
improve time to value, increase agility and
reduce costs.
In this year’s annual report, you can read about
two sectors where Itera truly made a mark
in 2022, Energy and Banking & Insurance,
strengthen by Digital Factory at Scale. The
factory encompasses all our services and tools,
from digital strategy, customer experience and
cloud transformation journeys to cloud migration
and modernisation, data-driven development,
artificial intelligence usage and entire product
lifecycle management.
Our investment in our Digital Factory at Scale
and Cloud Centre of Excellence (CCoE) impacted
our profitability in that it reduced out 2022 EBIT
margin by about -2.5 points, yet it fuelled our
growth rate to an all-time high of 29% in the
fourth quarter.
Data, Low code and AI
Another perspective of doing more with less
is to democratise the development of applica-
tions and access to data. By 2025, 70% of new
applications in enterprises will use low-code or
no-code tools, up from less than 25% in 2020.
We are using low-code/no-code tools such
as Microsoft Power Platform helping domain
experts rapidly drive productivity gains and
innovation with teams of professional and citizen
developers to automate workflows, create apps,
build virtual agents, and analyse data. From
best-in-class databases and analytics to data
governance, our Digital Factory has a compre-
hensive data stack to help our customers turn
their data into predictive and analytical power.
In the next phase of innovation, artificial intel-
ligence is rapidly advancing, fuelled by data
and knowledge. We are seeing a paradigm shift
as the world’s large AI models become plat-
forms themselves, such as ChatGPT. We also
see the increasing momentum in the industrial
metaverse moving seamlessly between
virtual and physical, which will provide even
greater possibilities in the next waves of digital
transformation.
Always aspire to grow
Our company is grounded in our strong entre-
preneurial culture, empowerment, trust and a
growth mindset. The core of our strategy is Grow
People, Grow Customer and Grow Company.
At Itera, we focus on what matters for our
people to grow every day, which in turn will grow
our customers and our company. We operate as
one company, ONE Itera, across business units
and borders - from sales, delivery and people to
an overall operating model with the right balance
between alignment and autonomy.
Since the start of the invasion, we have invested
in three new offices to counterbalance the new
situation in Ukraine. The new locations are Brno in
the Czech Republic, Žilina in Slovakia and Kraków
in Poland. Once the new offices are running at full
speed, our growth capacity will be even more sig-
nificant than before the invasion and less vulner-
able to any situation in Ukraine. And we are also
ready to continue our growth in Ukraine.
Itera’s strategy outlines that we aim to grow in
a customer-centric manner. We seek to expand
into new geographical locations in response to
growing demand for Itera’s services. All new
offices are being set up in accordance with our
ONE Itera operating model. While the company
expects continued growth in its Ukrainian loca-
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tions, the additional offices will provide an even
higher total growth capacity than before the war.
Indeed, our long-term ambition is to grow our
headcount organically by a net 200-350 FTEs
annually.
Learning and Development
We value learning over knowing – seeking
out new ideas, driving innovation, embracing
challenges, learning from failure, and improving
over time. We offer a wide range of learning and
development opportunities. We believe learn-
ing can be more than formal instruction, and
our learning philosophy focuses on providing
the right learning at the right time and in the
rightway.
We continue to offer an employee value proposi-
tion that includes providing vibrant career paths
and opportunities for our people, and approxi-
mately one-third of our employees are promoted
each year. We also monitor pay equality and
career progression across multiple dimensions.
Technology, opportunities, user expectations and
trends are evolving rapidly. For our employees
to have the best opportunities to further develop
throughout their careers with us, Itera has devel-
oped a solid framework for continuous compe-
tence development called “Level Up”. Level Up
brings together activities, sources and resources
that are useful for employees’ development.
The Level Up framework was launched in Q1
2021 and will continue to develop with the
company in the coming years.
Our employee surveys enable us to constantly
gather feedback from our people in order to
make improvements. More than 80% of our
employees participated in an employee survey
every month, covering various topics such as
thriving, inclusion, team culture, well-being, and
learning and development. Our surveys give us
invaluable insights into the ways we could sup-
port employees. In addition to the surveys, we
gain insights through onboarding, internal mobil-
ity, leadership, performance and development,
exit surveys, internal Slack channels, employee
Q&A sessions, and HR support.
Growth in knowledge, process excellence and
talent development is part of every company’s
configuration to build competitive advantage. To
strengthen Itera’s value proposition as a partner
to our customers (who utilise a broader range of
services), we always look at how we can expand
our customer experience and value contribution.
Hence we strengthen our partnerships with our
customer by tailoring learning paths and training
based on our expertise as part of our service
offering.
Diversity and inclusion
At Itera, we believe our unwavering commitment
to diversity and inclusion is the right thing to
do and an essential element of our business
strategy and robust performance. And we take a
broad view of diversity – including LGBTQ+.
Throughout the year, we focused on knowledge
and competence enhancement around LGBTQ+,
with measures at the management level and
for all employees. We know diversity makes a
difference, and a diverse culture is a sustainable
culture. And increased knowledge will help us
achieve visibility and openness as essential tools
against prejudice and ignorance. We therefore
introduced a requirement for our leaders to
complete a mandatory course developed by
Skeiv Kunnskap, FRI Oslo and Viken’s compe-
tence-raising program relating norms, gender
and sexuality diversity.
Sustainability is an integral driver of our strat-
egies, and we have prioritised the following UN
Sustainable Development Goals (UN SDGs) as
those to which our core business can make a
positive contribution: 9. Industry, Innovation,
and Infrastructure, 11. Sustainable cities and
communities, and 12: Responsible Consumption
and Production.
Because we believe different perspectives are
essential to solve the complex problems and
challenges of the future, we work every day to
have an inclusive and diverse environment and
culture for our people. To amplify our efforts in
this area from 2022, we have chosen to add a
fourth UN SDG to our prioritised goals: Gender
Equality (UN SDG no. 5).
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Arne Mjøs
FOUNDER & CHIEF EXECUTIVE OFFICER
We stand with Ukraine
I have visited Ukraine four times since the
invasion to meet our people and experience their
daily life and working environment. The first time
was in April, right before easter. I am incredibly
proud of how our Ukrainian people have man-
aged to work despite the invasion.
Our Ukrainian people have learned to balance
war and life. Most importantly, we have not
suffered any casualties. Today, they are talking
about the future and making professional and
personal plans for the years to come.
During my visits, I also had meetings in Kyiv with
several ministers in the Ukrainian government
to discuss how Norway and the Nordics can
accelerate the green transition in order to reduce
dependency on the Russian gas financing Putin’s
war, which you can read more about in our Q3
and Q4 Interim Reports.
We all know that Ukraine’s fight is also our fight
for our freedom and sovereignty. We believe in
the dream of a new Ukraine, a Ukraine that is
not only free, democratic and European but also
green and prosperous. A place that Ukraine’s
brave generation can finally feel is their own.
Looking forward
I am constantly in awe of how our employees are
passionate about working each day – for each
other, our customers and their communities. I
am so proud when wearing our t-shirt that has
printed on it: Nordic identity – Ukrainian bravery.
Ukraine and our Ukrainian people have become
the heroes of the free world.
More than ever, we are committed to showing the
world how to accelerate sustainable digital trans-
formation by doing more with less, how to create
new pathways for industrial growth and how to
deliver far-reaching lifestyle changes through dig-
italisation. As a strong international company with
13 offices in the Nordics and Central and Eastern
Europe and global reach, we will show the way.
We look forward to the future and will continue
to pivot to capture new opportunities, create
value, operate our own business with opera-
tional excellence and deliver on the promise of
technology to create a more sustainable world.
I want to close by thanking our employees,
Board of Directors, customers, partners and
shareholders for their continued trust and sup-
port. Our growth and impact as a company this
past year would not have been possible without
your commitment to the company and belief in
its mission.
The opportunity to apply technology to make a
real difference has never been more significant.
Our foundation has never been more vital to
grasp that opportunity and embrace our future.
There is no limit to what we can achieve in the
year ahead and beyond.
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The board of directors’
summary of 2022
Itera demonstrated a high degree of resilience
and scalability in 2022, and also delivered solid
growth and profitability while investing in several
new growth initiatives. These included the
opening of new offices in Stockholm (Sweden),
Krakow (Poland), Brno (Check Republic) and Žilina
( Slovakia), establishing new cloud-based delivery
models and new strategic partnerships, as well as
initiatives in relation to new industries. Customers
in all the sectors that Itera serves are facing major
changes in the years ahead. Virtually all customers
are looking for new ways to accelerate their
digitalisation. Itera is well-positioned to support
its customers with their initiatives in this respect.
Itera stands out as a company which continually
strengthens its digital expertise, ensures reliable
delivery processes and is capable of delivering
end-to-end services across national boundaries.
Itera has a strong foundation for developing close
relationships with an increasing number of cus-
tomers in the years ahead. The Board of Directors
believes that Itera is well-positioned for continu-
ing growth in a world undergoing major changes,
and is committed to continuing investment in the
company’s people and capabilities in 2023.
The company
Itera is a leading international tech company that
helps businesses and organisations accelerate
their sustainable digital transformations. Itera
has a unique ability to bring digital to the core of
their business because of our full range of ser-
vices in digital strategy and consulting, customer
experience, technology and cloud operations.
Our integrated services and multi-disciplinary
teams meet customer needs rapidly and at scale
using our world-class distributed delivery model
and our Digital Factory at Scale, doing more for
less. Itera has a strong customer portfolio in
business-to-customer (B2C) markets, as well
as in business-to-business (B2B) markets. The
Group also owns two niche SaaS companies
which mostly have recurring subscription-based
revenues: Cicero Consulting, which provides
advisory services and solutions to the banking and
finance sector, and Compendia, which specialises
in products and services for the HR, quality and
management areas.
Building on a strong Nordic heritage, we combine
local presence with geographically distributed
capabilities. The Group is headquartered in Oslo,
Norway, and has offices in Bergen, Bryne and
Fredrikstad in Norway, Stockholm (Sweden),
Copenhagen (Denmark), Reykjavik (Iceland), Kyiv
and Lviv (Ukraine), Bratislava and Žilina ( Slovakia),
Brno (Czech Republic) and Krakow (Poland).
Through strategic partnerships with customers,
Itera delivers services to multiple locations in
Europe and the USA. As Itera continues its strong
growth, we will consider opening new offices,
either to be in closer proximity to customers or to
attract particular expertise and capacity.
Our distributed delivery capabilities are scalable
and provide access to a much larger workforce
than is available in local markets, and they are
located only a couple of hours away by plane
from the Nordic region. Our distributed delivery
model was recognised as providing the world’s
best customer experience by the Global Sourcing
Association (GSA) in 2018 and for having the best
Project Management Office in Europe by the PMO
Global Alliance in 2020.
The strategy
The core of our organic growth strategy is: Grow
People, Grow Customer and Grow Company. We
Board of directors’ report
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are energised by the opportunity to guide and
support our customers with their digital trans-
formations into sustainable businesses and to
contribute to the advancement of the societies we
live in. Our strategy defines the areas in which we
will drive growth, build differentiation and enable
our business to create high value every day.
Key enablers of our growth strategy include:
People – Itera is a talent-led organisation. Attract-
ing, developing and inspiring the very best talent
in our industry is critical to meeting the evolving
needs of our customers and growing our business.
Our people have highly specialised skills that
drive our differentiation and competitiveness. We
care deeply for our people and are committed
to a robust entrepreneurial culture of empower-
ment and shared consciousness. We invest in our
people to provide them with opportunities to learn
and grow in their careers through their work and
continued development, training and reskilling. We
help them achieve their aspirations both profes-
sionally and personally and have a strong commit-
ment to inclusion and diversity.
Capabilities – As ONE Itera, we share the same
values, and we are continuously developing our
cross-border methodology, practices and col-
laboration. We are committed to finding human
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solutions to complex challenges through digital
transformation by constantly innovating and
developing leading-edge ideas and leveraging
emerging technologies to anticipate our
customers’ needs. Through our Digital Factory at
Scale and our managed services we help compa-
nies move faster by leveraging digital technology
and talent and reduce costs.
Foundation – Our growth model, which leverages
our strong customer-centric approach in combina-
tion with a mix of local and cross-border sales and
customer experience capabilities, enables us to be
close to our customers, people and partners and
thus to scale efficiently. We leverage our scale and
international footprint, innovation mindset, and
strong partnerships in order to consistently deliver
tangible value for our customers worldwide. Our
culture is underpinned by our core values and
Business Framework, which are key drivers of the
trust our customers and partners show us.
Market conditions
According to Forbes
1
, the number one business
trend in 2023 is “Accelerated Digital Transforma-
tion”, driven by developments in transformative
technologies such as artificial intelligence (AI),
the internet of things (IoT), virtual and augmented
reality (VR/AR), cloud computing, blockchain, and
super-fast network protocols like 5G. Many of
these technologies are now available in the form
of ‘as-a-service’ models via the cloud, and new
interfaces and apps are giving businesses access
to them via no-code environments.
These developments are bringing us closer than
ever to the point where we are able to create
“intelligent enterprises”, which is to say compa-
nies whose systems and processes support each
other such that tasks are completed in the most
efficient way possible. To prepare for this, busi-
nesses must ensure they embed the right technol-
ogy throughout their processes and in every area
of operations.
This trend touches the core of Itera’s existence.
All our customers are on a journey to becoming
digital businesses and thus more agile and
resilient, and digital transformation underpinned
by cloud and digital technologies continues
to drive strong double-digit growth across our
corebusiness.
Similarly, sustainability is a critical area in which
technology is still evolving, and sustainability was
also stated by Forbes as one of the five trends in
2023. The world is increasingly waking up to the
fact that the climate disaster will pose a much big-
ger challenge than anything we have experienced
in recent decades, and we believe that we have a
social responsibility as a tech company to do our
part in relation to resolving this. Every business
needs to be sustainable, and most companies are
in the early stages of figuring out how to make
this shift. Digital technology is uniquely suited
to this time as it can help people, organisations,
and entire industries make all the difference for
our climate. It is part of our mission to help our
customers do just this.
McKinsey’s report “Norway Tomorrow”
2
states
that between now and 2030, Norway will have
to build more industries in order to secure the
future of new generations and create a sustain-
able society. They present ten growth industries
for Norway: hydrogen, offshore wind, batteries,
carbon capture and storage, green maritime
industry, industrial software, consumer platforms,
the circular economy, aquaculture and tourism.
In 2030, these industries will, according to
McKinsey, be responsible for about 210,000 new
jobs and will generate about NOK 310 billion in
increased gross domestic product.
To achieve this, these industries need to integrate
technology into their core business and, to do this,
they need the right expertise. We know that 80%
of the technologies required to create zero-emis-
sion societies are already known to us but are not
yet fully exploited. What is needed is a systematic
and shared effort to digitise industry for the green
transition.
Another trend that Forbes sees as important
for business in 2023 is “Immersive Customer
Experience”; customers crave experiences above
all else. The role that technology plays here has
traditionally been to streamline processes and
remove hassle from the life of the consumer, e.g.
recommendation engines that help us choose
what to buy. These will continue to play a key role
1 https://www.forbes.com/sites/bernardmarr/2022/10/03/the-5-biggest-business-trends-for-2023/?sh=53662c9f4217
2 https://www.norgeimorgen.no/
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in 2023, but the game has evolved, with this year’s
keywords being immersion and interactivity.
Itera’s design and user experience unit, Experi-
ence, has taken pole position in the market by
developing and hiring the most talented people
available. Experience’s goal is to create value for
our customers and their end users, as well as for
our employees and society as a whole. It does this
by combining disciplines such as business insight,
cutting edge technology and human-centred
design with data.
As stated at the beginning of our report, 2022 was
a challenging year for the world. As customers
are assessing the impact of the current macro-
economic uncertainty on their business, the
increase in demand for IT services may be slightly
softer in the short term. However, as digital trans-
formation is critical to realising cost savings and
new business opportunities, we expect continued
strong demand in the medium to long term.
Customers and projects
Itera has a strong customer portfolio in both
business-to-customer (B2C) markets and busi-
ness-to-business (B2B) markets. We have exten-
sive experience in many sectors, from banking
and insurance, retail and the public sector, to oil
and gas, the green transition, power and utilities,
fishery and other heavy asset industries. The
public sector is also a major market for Itera.
We help customers digitalise their businesses
in order to become more efficient and achieve
improved customer satisfaction through new
and personalised products and services, greater
customer loyalty, a stronger brand, a better repu-
tation, and stronger barriers against competitors,
all of which contribute to additional sales and
increased profitability.
A key part of Itera’s strategy is maintaining and
developing its largest, strategic customer rela-
tionships. In 2022, Itera developed several new
and exciting relationships with customers such as
Å Energi and its subsidiary Entelios, the Directo-
rate of Integration and Diversity, TESS and Vysus.
These add to the strong brands that have con-
tinued their long-lasting relationships with Itera,
including Santander Consumer Bank, Gjensidige,
DNV, Mastercard, Kredinor, Storebrand and Össur.
The share of revenue from Itera’s top 30 cus-
tomers was 81% in 2022, up from 76% in 2021.
New customers, defined as customers won in the
last 12 months, accounted for 10% of revenue in
2022, compared to 14% in 2021.
Hybrid work environment
We continued to meet our customers’ strong
demand, adding a net 81 talented people in 2022.
Our growth was lower than originally expected as
the invasion of Ukraine temporarily curbed growth
there and required us to shift focus to new locations
within the EU. As a result, Itera rapidly set up new
offices in Zilina (Slovakia), Brno (Czech Republic)
and Krakow (Poland) in the second half of 2022. In
addition, we re-established a physical presence in
Sweden. We expect to grow these locations consid-
erably in 2023, while remaining fully committed to
continuing our operations in Ukraine and prepared
to accelerate them in line with demand.
During the last couple of years, Itera has invested
significantly in improving its employer branding
and expanded our recruitment activities to sup-
port our growth ambitions. We provide attractive
careers, exciting projects with leading customers,
and a flexible, transparent and diversified culture
based on core Nordic values.
The aftermath of the pandemic has seen new
and more heterogeneous working habits develop.
Some employees seem to prefer to work solely
from home, others have fully returned to our or our
customers’ offices, and most have found a mix of
these options to be most suitable to their prefer-
ences and work/life balance needs. To remain an
attractive employer, Itera needs to offer flexible
working options, while still ensuring sufficient
in-person collaboration and a shared company
culture. This is hybrid working.
The role of the company office is changing from
traditional production site to more of a site for col-
laboration and socialisation. Our new head office
in Oslo for which we have a move-in date of June
2023 has been designed for this purpose. Simi-
larly, we are adjusting our other existing offices to
facilitate this change. As being physical present in
the office each day is no longer a requirement, we
need to ensure our offices are sufficiently attrac-
tive for our employees to feel a sense of belonging
there and in order to uphold and develop a strong
corporate culture and employee satisfaction.
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Our approach to sustainability
Itera’s ambition is to be a specialist in creating
sustainable digital businesses. By developing and
delivering technology projects, we contribute to
a sustainable future. The World Economic Forum
states that 70 per cent of the UN’s 17 Sustain-
able Development Goals can be solved using
technology. This is why we say that digitalisation
and technology are our main contributions to
increased sustainability.
Each year, we report our sustainability numbers
to Ecovadis. In 2022, we went from 60 to 66/100
points (a 10% improvement in our score), which
gives us a new silver medal in sustainability. We
are only 2 points away from being awarded a gold
medal, which will be very achievable in 2023.
This score places us among the top 6% within our
industry – worldwide.
Sustainability is an integral driver of our strategies,
and we have prioritised the following UN Sus-
tainable Development Goals (UN SDG) as those
to which our core business can make a positive
contribution:
• 5: Gender equality.
• 9. Industry, Innovation and Infrastructure
• 11. Sustainable Cities and Communities
• 12: Responsible Consumption and Production
Itera aims to operate its business and report in
accordance with the ESG system, meaning our
ambition is to measure our sustainability within
three specific categories: environmental, social
and governance. Itera has also signed the 10
principles contained in the UN Global Compact,
and Itera Norway is certified as an ECO Lighthouse
(“Miljøfyrtårn”). More information on these areas
can be found in our 2022 Sustainability Report
(www.itera.com/en/investor-relations).
Financial results
Following the first quarter of 2022 and in line
with its announced plans, Itera discontinued its
remaining data centre operations that had not
been migrated to the cloud. Since 2020 Itera has
reported separately on its core digital business,
i.e. its activities excluding its data centre oper-
ations. Following the final discontinuation of its
data centre operations, Itera is officially reporting
on its continuing operations, while its discon-
tinued operations are reported on a net income
basis. The comparative figures for 2021 have
been restated accordingly.
Itera experienced a high rate of organic growth of
24% in 2022 despite the impact of the invasion
of Ukraine, which directly impacted our biggest
office. Total revenue in 2022 amounted to NOK
736 million as compared to NOK 593 million
in 2021. The operating margin fell from 13.0%
to 10.5%. The directly identifiable costs of the
invasion contributed to a 1.0-point drop in the
margin. These included salary support for drafted
employees, relocation support for employees,
buying Starlink services, power generators and
powerbanks etc. to ensure delivery uptime, and
charitable contributions. Indirect costs, like
extensive crisis management, have not been
considered. The need to rapidly establish alterna-
tive offices in Central Europe is believed to have
negatively impacted margins by 0.6 points.
The biggest negative impact on margins in 2022
was nevertheless Itera’s investment in its Digital
Factory at Scale, which has required a substantial
build-up of capacity for it to be able to meet future
large and parallel cloud migration and operation
engagements. Revenue from these engagements
started growing in the second half of 2022 and will
likely start generating profits in the second half
of 2023. In 2022, the service development and
capacity readiness activities negatively impacted
margins by 2.5 points. The remaining underlying
business on the other hand experienced a margin
expansion of 1.6 points.
Itera has for well over a decade had a seamless
delivery model involving a shared culture and
operating model across countries, enabling it to
combine customer proximity with highly scalable
and high-quality deliveries from the Group’s
centres in Central and Eastern Europe. This has
enabled the Group to run agile and innovative
digitalisation projects for Nordic customers
with as many as 70-100% of the consultants
workingremotely.
The operating revenue from Itera’s Norwegian
entities was NOK 630 million as compared
to NOK541 million in 2021, representing an
increase of 16%. This includes revenue from
customers outside of Norway that are served
by the Norwegian Group entities. Itera’s oper-
ating revenue in Denmark increased by 38% to
NOK67 million from NOK 48 million in 2021.
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In addition, Itera had operating revenue of
NOK40million in Iceland in 2022, while in 2021
the revenue from Itera’s Icelandic customers was
billed from its Norwegian entities.
The Group’s operating result before depreciation
and amortisation (EBITDA) from its continuing
operations was a profit of NOK 109.0 million as
compared to a profit of NOK 101.6 million in 2021.
This represents an operating profit margin before
depreciation and amortisation of 14.8%, as com-
pared to 17.1% in 2021. Payroll and personnel
expenses were NOK 515.1 million in 2022, which
represents an increase of 28% from 2021. The
increase was mainly due to Itera having a higher
average number of employees compared to 2021.
Other operating expenses amounted to NOK 60.1
million in 2022 as compared to NOK 41.9 million
in 2021. Total depreciation, amortisation and
write-downs were NOK 31.8 million, an increase
of 29% from 2021.
The Group’s operating result was a profit of
NOK77.2 million in 2022 as compared to a profit
of NOK 77.0 million in 2021.
Net financial items were NOK +1.0 million as
compared to NOK -1.2 million in 2021. The Group’s
result before tax was a profit of NOK 78.2 million as
compared to a profit of NOK 75.9 million in 2021.
Tax expense totalled NOK 16.8 million in 2022 as
compared to NOK 17.3 million in 2021.
The result for the year from continuing operations
was a profit of NOK 61.4 million as compared to
a profit of NOK 58.5 million in 2021. Net income
from discontinued operations was NOK -10.4
million as compared to NOK -14.4 million in 2021.
Total net income was NOK 51.0 million as com-
pared to NOK 44.1 million in 2021.
The Board of Directors is impressed by the compa-
ny’s ability to achieve organic growth well beyond
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market peers during a year heavily impacted by
the invasion of Ukraine. It recognises that the
company’s efforts to safeguard and support its
Ukrainian employees as well as to secure ongo-
ing customer deliveries had a negative impact on
profitability. The Board is also pleased that the
company’s data centre operations have finally
been discontinued and that it has now positioned
itself strongly in relation to cloud migration and
operations. By the end of 2022 the applications
and IT services used by the Itera Group for inter-
nal purposes were 100% cloud-based bespoke
and standard applications (e.g. Dynamics 365).
It is the opinion of the Board of Directors that the
annual accounts provide a true and fair view of the
Group’s activities in 2022 and its financial position
at the end of the year.
Research and development
Itera capitalised NOK 9.7 million in research and
development costs as well as NOK 0.1 million in
software. This compares to NOK 23.4 million and
NOK 1.9 million in 2021 respectively, with NOK
18.1 million invested in 2022 into a Cloud Centre of
Excellence based on best practices from Microsoft.
Itera’s expenditure on research and development
in 2022 was capitalised as it was incurred since it
was considered that the requirements for capital-
isation were met. The solutions principally relate
to contracts entered into that have fixed future
revenue associated with them or for which there is
demonstrated commercial interest.
Cash flow and financial position
Itera generated cash flow from operating activities
from its continuing operations of NOK 89.3 million
in 2022 as compared to NOK 86.8 million in 2021.
Including discontinued operations, the cash flow
from operating activities was NOK 76.0 million
(NOK 69.7 million). The Group paid shareholders
dividends totalling NOK 40.5 million (NOK 27.9
million) in 2022. At 31 December 2022, Itera had
a cash balance of NOK 41.9 million as compared
to NOK 37.5 million at 31 December 2021.
In addition to the investment made in research
and development, NOK 6.5 million was invested in
2022 in office machinery and equipment and fix-
tures and fittings as compared to NOK 7.3 million
in 2021. Itera finances its investments through its
generation of cash flow from operations.
Total assets at 31 December 2022 amounted to
NOK 233.8 million (NOK 221.1 million). Non-
current assets were NOK 78.6 million (NOK 86.3
million). Accounts receivable were NOK 99.0
million (NOK 76.1 million), reflecting the revenue
growth seen at the end of 2022.
The Group’s equity at 31 December 2022 was
NOK 49.4 million as compared to NOK 39.5 million
at the same point in 2021. This represents an
equity ratio of 21.1% as compared to 17.9% at
the same point in 2021. Long-term lease liabili-
ties totalled NOK 20.4 million (NOK 20.0 million).
Other current liabilities were NOK 61.9 million
(NOK 63.1 million).
Itera held 1,611,602 of its own shares with a
market value of NOK 21.7 million at the end of
2022, while at the end of 2021 it held 1,637,006
own shares.
Financial risk
The Group is exposed to currency risk, liquidity
risk and credit risk. The Group’s executive man-
agement team and the Board of Directors monitor
these risk factors continually and take action as
required.
The revenues and expenses associated with
Itera’s activities in the Nordic region are denomi-
nated in Norwegian kroner (NOK), Danish kroner
(DKK), Icelandic krona (ISK) and Swedish kronor
(SEK). In addition, Itera has delivery centres in
Ukraine and Slovakia and as of 2022 also in the
Czech Republic and Poland. The prevailing cur-
rencies in which Itera’s costs are denominated at
these centres are USD, EUR, CZK and PLN respec-
tively. The currency risk associated with this is lim-
ited by the fact that the prices Nordic customers
are charged for these services are largely adjusted
on a monthly basis in accordance with changes to
the exchange rates.
The Board of Directors considers the Group’s
liquidity situation to be satisfactory and does not
regard it as necessary to take further measures to
reduce the Group’s liquidity risk.
The Group has historically incurred very low losses
on receivables. This trend continued in 2022.
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Business risk and quality leadership
The Group has deliveries worldwide and offices
in multiple locations in Europe and assesses and
manages risk at the country and delivery level.
Itera closely monitors and manages country risks,
local financial and social regulations and develop-
ments, and has a zero-tolerance policy on corrup-
tion. It does not carry out any domestic activities
in countries where the problem of corruption is
at its greatest. Best practice data security pro-
cedures and checks have been implemented at
the Group together with a legal framework that
safeguards data security and intellectual property
across national borders.
In 2022, our company successfully managed
various business risks, which helped us maintain
our financial performance and achieve our stra-
tegic objectives. In this report, we will highlight
some of the significant risks we faced and the
actions we took to mitigate them.
Another risk we faced was the prevailing economic
landscape, which included increasing inflation
and interest rate hikes. While these factors have
generally had an effect on procurement patterns,
they have so far not impacted our financial perfor-
mance. In fact, we achieved substantial growth in
2022. Our distributed delivery model has proved
its dependability and robustness, enabling us to
maintain our operations and continue delivering
value to our customers.
Talent attraction and retention is a continual risk
that requires ongoing efforts to remediate. The
availability of the skills we need is constantly
evolving, and we need to adapt to the changes. To
mitigate this risk, we expanded our geographical
footprint, which helped us gain access to new
talent. We also maintained our investment in
employer branding and improved our HR practices
to enhance employee satisfaction and retention.
Cyber security, data loss, and privacy breaches are
ever-present risks that require constant vigilance.
In 2022, no major security event was registered at
our company. Nevertheless, we continue to work
on improving our security and privacy controls. As
detailed above in our retrospective look at security
and privacy, we implemented several measures
to enhance our security and privacy capabilities,
including risk-based access control, extended
endpoint detection and response, and a privacy
information management system.
In late February 2022, Russia started a military
invasion of Ukraine. Itera’s first and foremost
concern was to facilitate the safeguarding of its
employees and their families (the Itera People
First perspective). Itera supported its employees’
relocation to the western region of Ukraine into its
Lviv office as well as to other countries. Once they
were safe, Itera’s employees immediately focused
on customer deliveries. Given the circumstances,
the temporary disruption to Itera’s services deliv-
ered from its Ukrainian employees was relatively
insignificant. Itera has strong business continu-
ity plans that enable it to act quickly in a state
of emergency like this and minimise business
disruption and this was successfully proven to be
the case. As a further measure to reduce business
risk, Itera opened new offices in the Czech Repub-
lic and Poland as alternative delivery centres to
Ukraine. These actions enabled us to continue
serving our customers while mitigating the risks
associated with the war. Itera is nonetheless fully
committed to continuing and eventually expanding
its Ukrainian operations.
The Norwegian krone has continued to trade at
historically quite low levels against the US dollar
and the euro. This has had a negative impact on
the differential between the rates associated with
Norwegian and distributed deliveries. However,
the general shortage of IT services in the Nordics
and the fact more and more customers are gaining
first-hand experience of working with distributed
teams and are seeing how effective this approach
can be has led to a continued increase in the
demand for Itera’s acclaimed distributed delivery
model.
Our quality management framework and associ-
ated policies, processes and methods help Itera
to achieve high levels of customer satisfaction,
employee engagement and profitable growth.
Itera applies a quality management framework
that combines world-class standards with its
business models. Certifications and authorisa-
tions such as ISO 27001 and BCR-P (Binding
Corporate Rules for Processors) are examples of
these. Itera’s quality management team conducts
internal audits of compliance with and the value of
framework practices to continuously develop the
Group’s capabilities. Managing non-conformities
and quality improvement processes are part of
Itera’s approach to quality.
The current macroeconomic environment is
challenging with surging inflation, rising interest
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rates, the energy crisis and the ongoing invasion
of Ukraine all impacting businesses to varying
extents. As a result some companies may reduce
their spending levels. Digitisation is an important
tool for reducing costs and generating new busi-
ness opportunities. However, an overall decrease
in available capital will increase the hurdles to
investment in this area as well. A number of
technology companies have recently laid off
employees. This may have a positive impact on
the availability of talent in our industry, as well as
reducing the high upwards pressure on salaries.
Corporate risk management is performed at the
Group level. This includes risk assessments, risk
approval and reports on risk management and
mitigation for the Board of Directors. Risk manage-
ment is also performed for deliveries to customers
and internal projects.
Organisation
The Group’s headcount at 31 December 2022
was 698 as compared to 617 at the end of 2021
for its continuing operations. The average number
of full-time equivalent positions at the Group in
2022 was 677 as compared to 556 in 2021 for its
continuing operations.
The proportion of Itera’s capacity that is located
in Central and Eastern Europe was 52% at the end
of 2022 as compared to 53% at the end of 2021.
The Group’s delivery centres in Ukraine, Slovakia,
Czechia and Poland provide significant scalability
of high-quality employees in the still hot market
for digital business services.
Health, safety
and environment (hse)
Itera’s working environment is considered to be
of the highest standard across all its locations.
Employee engagement is measured regularly.
The results and feedback from these surveys are
very good and fully support our strategic direction
to Grow People and be a people-first company.
Absence due to sickness in 2022 was 2.9%, which
the Board considers very satisfactory. No acci-
dents or injuries occurred during the year. Seven
Ukrainian employees are currently drafted into the
armed forces. The Board considers the working
environment to be good. The Board wishes to
warmly thank everyone at Itera for their continued
hard work, passion and dedication to our cus-
tomers and our business in 2022, in what was a
particularly trying year for our fantastic Ukrainian
employees.
Social responsibility
Itera recognises that it has a responsibility to the
society of which it is part and seeks to contribute
to the positive development of those areas of
society that are most related to its activities.
The Group’s ethical guidelines describe the stand-
ards that apply to the Group’s relationships with
customers, suppliers, the public authorities and its
own employees.
Further information on Itera’s ethical guidelines
–Code of Conduct – is available at https://www.
itera.com/en/investor-relations.
Corruption
Itera does not tolerate any form of corruption.
The Group is exposed through its nearshore
activities in Ukraine to a certain level of corruption
risk as the country has a low score on the Trans-
parency International Corruption Index. Itera
has therefore decided to protect the Group from
this risk by not delivering services to the public
or private sectors in Ukraine where the problem
of corruption is principally found, and by only
exporting its services to countries where western
business standards are the norm.
The Group has guidelines for all employees con-
cerning the acceptance of gifts and other benefits
or advantages. The Group’s ethical guidelines can
be consulted for further information.
Security and privacy
Underpinning the Itera Business Strategy and
policies, the Group has implemented a security
and privacy framework that applies to all business
units and subsidiaries. Security and privacy as
subject matters include privacy, data protection,
information security and cybersecurity. Itera’s
security and privacy framework forms the foun-
dation for both its deliveries to customers and
its own operations. This applies to all processes,
practices, technology and organisational units,
and the objective is to ensure compliance with
laws and regulations, policies and guidelines. As
part of our efforts to achieve compliance, Binding
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Corporate Rules for Processors (BCR/P) and
Standard Contractual Clauses (SCCs) as mandated
respectively by Articles 47 of GDPR and Article
46(1) and Article 46 (2)(c) of Regulation (EU)
2016/679 have been developed and approved by
the local Supervisory Authority. The BCR/P enable
the transfer of customers’ personal data, while
SCCs enable the transfer of internal personal data
for processing outside of the EU/EEA, which in
Itera’s case is to Ukraine.
2022 was a milestone for companies all over the
world as there was a collective focus on enhancing
security and privacy measures. Our company was
no exception. In this report, we will highlight the
significant achievements we made in security and
privacy, supported and sponsored by the Board of
Directors.
Privacy has always been a top concern for Itera
given the sensitive data we handle. We updated
our Binding Corporate Rules for Processors and
our EU Standard Contractual Clauses to comply
with the new provisions mandated by the Court
of Justice of the European Union following the
Schrems II ruling. This was a critical step towards
ensuring continued data flows between our
entities based in the EU/EEA and our subsidiary
in Ukraine. In addition, we kicked off a compa-
ny-wide implementation of a Privacy Information
Management System to help us manage and pro-
tect the personal data we control and process.
Security is also a top priority for our company.
The russian innovasion of Ukraine made it crucial
for us to enhance our security capabilities in
resilience and recovery. To this end, we migrated
and decommissioned all local servers in Ukraine,
implemented remote asset wipe capabilities, and
segregated our networks. We also extended our
endpoint detection and response capabilities,
implemented risk-based access control, and
created a Security Operations Centre (SOC) to
enable us to monitor and respond to security
threats proactively.
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In addition, we deployed a company-wide risk
management process and support tool, which
will enable us to identify and manage potential
risks more efficiently. Employee training is also
essential to ensuring compliance with security
and privacy governance. To this end, we provided
theoretical training in security and privacy best
practices coupled with practical simulations for
all our employees. This helped to increase our
security awareness and maturity level.
It is important to note that the measures and
achievements mentioned above are sponsored
and supported by the Board of Directors. We
recognise the importance of maintaining strong
security and privacy measures in order to protect
our own as well as our customers’ data and main-
tain their trust in our organisation. Our unwavering
commitment to our goals has enabled the
successful implementation of these measures.
Itera’s nearshore activities are fully integrated
with its Nordic activities, and the entire Group
therefore follows the same procedures and ethical
standards. The Group operates a cloud-based
infrastructure with the CCoE (Cloud Centre of
Excellence) as its core infrastructure, enabling it
to manage internal as well as customer resources
either within the CCoE or in customer tenants. All
cloud-based services and resources are located
within the EU/EEA in line with laws, regulations
and customer requirements.
Financial processes are carried out by a central
function with teams located in Norway and Ukraine.
All employees that are part of the Group’s near-
shore activities have signed confidentiality agree-
ments that include undertakings in respect of
data processing and other security arrangements.
There are also DPAs and BCR/Ps among all Itera
companies and locations.
Integrity and general legislation
Itera complies with the national legislation and
regulations of all the countries in which it oper-
ates. All its employees are encouraged to disclose
internally any cases in which they have concerns
with regard to the Group’s integrity or where
they are aware that laws or regulations are being
breached. Employees can make such disclosures
confidentially if they so wish, and the Group will
not take adverse action against whistle-blowers,
regardless of whether the content of the disclo-
sure is found to be true or false.
Human resources
Details of Itera’s approach on equality and
diversity, human rights and social responsi-
bility can be found in the 2022 Sustainability
Report and the Human Rights Due Diligence
Summary Report 2022 (Transparency Act) on
the company’s website www.itera.com/en/
investor-relations.
Equality
Itera regards gender equality as important. We
believe that women and men should be given
the same remuneration and the same personal
and professional development opportunities. The
Group seeks to ensure employees of both genders
are able to combine their work and private lives,
and therefore offers maternity and paternity leave
arrangements, home office solutions and part-
time positions to support this.
31% of the Group’s employees in 2022 were
women as compared to 30% in 2021. The
Group’s executive management team consisted
of three men and two women in 2022. The share-
holder-elected Board members are two women
and two men, while the employee-elected rep-
resentatives and observers are two women and
two men.
There are large differences in the proportion of
women employed in the Group’s various areas
of expertise. The proportion of women is lower
in technology-focused areas in development
and operations, while the proportion of women
is higher in areas that are more specialised in
consultancy, communication, content and testing.
74% of the parent company’s employees are
women. There is an uneven distribution of men
and women in management positions. Especially
in Norway, the distribution of women and men
improved in 2022. The Group has a goal of
improving this balance in its management groups.
Diversity
Itera regards diversity at the Group as important
and seeks to recruit, develop and retain the best
employees regardless of gender, ethnicity or
disability. Itera strongly believes diversity and
inclusion make a difference for Itera, our cus-
tomers and society. The Group believes in all our
individual unique characteristics as the driving
force for our winning team that grows our custom-
ers and our people. We believe a diverse culture is
a sustainable culture.
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Itera’s diversity framework was implemented
in 2021 to address diversity and inclusion. Itera
will focus on three high-level areas of diversity
and inclusion: ensuring representation of diverse
talents, enabling equality of opportunity through
fairness and transparency, and tackling micro-
aggressions and promoting multivariate diver-
sity. The Group’s ethical guidelines also serve to
promote diversity and prevent discrimination.
Human rights
Itera is committed to ensuring internationally
recognised human rights, such as those defined
in the United Nation’s Universal Declaration of
Human Rights and other UN conventions, are
respected. No one shall in any way contribute to
an individual’s human rights being breached or
circumvented. The Group places special emphasis
on ensuring that employees’ fundamental rights
are respected. Itera has operations in countries
outside Nordic, and considers that the establish-
ment of these workplaces has contributed to
increasing the living standards of its employees in
these countries.
Employee engagement
Itera does not measure employee satisfaction
but employee engagement, as we are of the
view that this is a strong indicator of employee
wellbeing. For Itera it is important to understand
our employees so we can help them perform at
their best and drive positive business outcomes.
The engagement score is an overall indicator
of how engaged our employees are. Employee
engagement is measured monthly through a
digital survey consisting of around ten questions.
Each employee gives his/her score and feedback
on a wide range of relevant topics, such as his/
her work-life balance, professional develop-
ment, workload and adherence to Itera’s values.
Employees are given the opportunity to share their
opinion on which areas and measures should be
prioritised in order to improve the results. Based
on the input from our employees, different levels
of analysis are carried out and different actions to
improve engagement activated. Measures that are
assumed to have an effect on several parts of the
organisation are implemented under the guid-
ance of the Group’s HR function. Measures that
are more locally targeted are carried out by the
department in question under the direction of the
relevant manager.
The overall average engagement score of 8.5 on
the 2022 surveys shows that employees find Itera
a good place to work. This was the same level as
in 2021.
The engagement score is an overall indicator
of how engaged Itera’s employees are. It is an
average of scores given on a scale of 0 to 10 in
response to the questions below:
• Engagement - How likely is it you would recom-
mend Itera as a place to work?
• Loyalty - If you were offered the same job at
another organisation, how likely is it you would
stay at Itera?
• Satisfaction - Overall, how satisfied are you
working at Itera?
In 2022 Itera included a well-being index because
Itera believes that well-being at work starts with
prevention and understanding. By getting a holistic
view of the well-being of its employees, Itera can
take action to create a positive environment. The
overall health and well-being score of 8.6 means
that Itera is in the Top 25% of the technology
industry in relation to health and well-being.
Skills and expertise development
A world in constant evolution means that edu-
cation, knowledge and skills will need to be in
constant motion to keep up. A high level of skills
and expertise is crucial to the Group’s competi-
tiveness. Itera works in a targeted way to develop
the skills and expertise of all its employees with
regards to our practice areas and capabilities as
well as our business framework, entrepreneurial
culture, sales and management. Our different
training activities support the process of contin-
uous improvement throughout our employees’
careers at Itera.
For our employees to have the best opportunities
to further develop throughout their careers with
us, Itera has developed a solid framework for con-
tinuous competence development called “Level
Up”. Level Up brings together activities, sources
and resources that are useful for our employees’
development. In 2022 Itera organised 49 events
in Norway through Level Up. Everyone was wel-
come at these to learn something new, share their
knowledge and be part of interesting discussions.
The Level Up framework was launched in Q1 2022
and will continue to develop with the company in
the coming years.
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Content CEO comment Board of Directors Our results
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Environment
The Group has assessed the climate risk of its
operations. It is assessed to be low. Itera’s activ-
ities only pollute the external environment to a
limited extent. The Group still acknowledges the
importance of minimising the negative impact of
its operations on the environment. The Group’s
environmental impact is principally a result of
its use of energy, business travel, IT equipment
and the waste created by its office activities. The
Group reports its climate impact in accordance
with the GHG protocol in the direct and indirect
emissions categories. Its headquarters in Oslo are
Eco-Lighthouse certified (re-certified for another
three years in 2021), which means it operates
environmentally friendly and sustainable proce-
dures in areas including business travel, procure-
ment and waste management.
The Group is headquartered in a BREEAM-NOR
certified building. BREEAM is the world’s long-
est established (1990) and Europe’s leading
environ mental assessment tool for buildings,
and BREEAM certification is based on a building’s
documented environmental performance across
nine sustainability categories: management,
health and well-being, energy, transport, water,
materials, waste, land use and ecology, and pollu-
tion. The office part of the building has received an
assessment rating of “Very good”.
Other environmental initiatives at the Group
seek to promote the use of organised recycling
schemes for obsolete IT equipment, to reduce
travel by ensuring video meetings are used
as effectively as possible and to encourage
responsible waste management.
All employees have a duty to consider the
environmental impact of work-related activities
and to favour solutions, products and methods
that impact the environment as little as possi-
ble. Details of this can be found in the Group’s
ethical guidelines (https://www.itera.com/en/
investor-relations).
Shares and shareholder relations
The share capital of Itera ASA is NOK
24,655,987.20 divided into 82,186,624 shares
each with a face value of NOK 0.30 per share.
Itera held 1,611,602 own shares at the end of
2022. The Group has five ongoing share options
programs, the last of which was issued in 2022.
The exercise prices for these programs range from
NOK 10.29 per share to NOK 13.91 per share.
This compares to a share price of NOK 13.20 at
31 December 2022. Since 2017 Itera has run an
annual Employee Share Purchase Programme
for its Nordic employees which gives them the
right to buy shares in the company at a discount.
Following changes to Norwegian tax legislation
in 2022, the programme was restructured to
introduce a three-year restriction on selling the
shares. This restriction created a fair market value
discount calculated at 25.6%, which was offered
to employees. Under the programme, employees
could invest up to a pre-discount level of NOK
30,000. The key objectives of these programs are
to align employee and shareholder interests and
to give employees an opportunity to take part in
the value creation and long-term development
of the Group. In total, 108 employees purchased
a total of 232,078 shares through the offering
in2022.
Itera had 2,042 shareholders at the close of 2022.
The 20 largest shareholders owned a combined
total of 73 % of the share capital.
An ordinary dividend of NOK 16.4 million was paid
in 2022 based on the Group’s 2021 results, which
is equivalent to NOK 0.20 per share. In addition,
a supplementary dividend of NOK 24.7 million
(NOK0.30 per share) was paid in November 2022.
The Board of Directors proposes the payment of
an ordinary dividend of NOK 0.30 per share based
on the Group’s 2022 results and will also request
from the General Meeting an authorisation to pay
an additional dividend later in the year.
Corporate governance
Itera applies corporate governance that is based
on the requirements of the Norwegian Account-
ing Act and the Norwegian Code of Practice for
Corporate Governance. The separate section on
corporate governance provides more information
on how Itera complies with Section 3-3(b) para-
graph 2 of the Norwegian Accounting Act and the
provisions of the Norwegian Code of Practice for
Corporate Governance. The Board of Directors of
Itera ASA held seven board meetings in 2022.
The Board of Directors has two subcommittees,
namely the Audit Committee and the Compen-
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Content CEO comment Board of Directors Our results
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sation Committee. The Audit Committee consists
of two board members and held five meetings in
2022. The Compensation Committee consists of
two board members and held three meetings in
2022. The Compensation Committee prepares
matters and makes recommendations to the
Board regarding the CEO’s remuneration. The
Compensation Committee acts as an advisory
body for the CEO on compensation-related issues
and other significant personnel questions related
to the executive management.
Further information on this area is provided in the
corporate governance report at the end of this
report.
Directors’ and officers’
liability insurance
Itera has signed a directors’ and officers’ liability
insurance agreement with Gjensidige covering the
Board of Directors and executive management.
The insurance will cover damages amounting to
NOK 10 million for each incident and accumulated
over the insurance period (one year).
PARENT COMPANY
Financial results
Internal support processes and shared solutions
are structured as Group Functions in the parent
company Itera ASA in areas where this facilitates
significant economies of scale and synergies. The
scope of the Group Functions is managed in line
with the Group’s requirements, and they cover
areas such as accounting/finance, HR, commu-
nication, marketing and internal IT. The parent
company’s operating revenue of NOK 54.2 million
(NOK 46.4 million) was related to sales of these
services to other Group companies.
The parent company’s operating result was a loss
of NOK 6.8 million (NOK 2.8 million). Its operating
loss reflects the costs of owning the subsidiary
companies.
As the owner, the parent company receives group
contributions and dividends from the subsidiary
companies. In 2022, the parent company received
group contributions and dividends totalling NOK
53.8 million (NOK 46.9 million). The parent
company’s profit before tax was NOK 45.8 million
(NOK 44.0 million) and the profit after tax was
NOK 45.9 million (NOK 44.0 million).
Profit allocation
The Board of Directors proposes that the profit of
NOK 45,873k recorded by the parent company
Itera ASA is allocated as follows:
• NOK 24,656k to ordinary dividend
• NOK 24.656k to supplementary dividend paid in
2022
• NOK (3,439)k from other equity
The book value of the parent company’s invest-
ments in the subsidiary companies is NOK 116.0
million. The parent company administers the
Group bank account system. The Group’s posi-
tive cash flow also appears as an increase in the
liquid assets held by the parent company as this
shows the combined bank deposits held in the
Group bank account system. The parent company
reports the bank deposits held by the subsidiary
companies in the Group bank account system as
liabilities to Group companies. The Norwegian
companies are also jointly VAT registered, and
the parent company is responsible for paying
VAT on behalf of all these companies. The total
VAT liability is reported as a liability on the parent
company balance sheet but is offset by intragroup
receivables due from subsidiaries.
The parent company’s headcount at the end of
2022 was 23 as compared to 20 at end of 2021.
17 of the 23 employees are women. Absence due
to sickness in 2022 was 2.9% as compared to
4.7% in 2021. No accidents or injuries occurred
during the year. The Board considers the working
environment to be good as supported by the com-
pany’s employee satisfaction score.
It is the opinion of the Board of Directors that the
annual accounts provide a true and fair view of
the parent company’s activities in 2022 and its
financial position at the end of the year.
Going concern assumption
In accordance with Section 3-3a of the Norwegian
Accounting Act, it is confirmed that the going con-
cern assumption is applicable and that the annual
accounts have been prepared on this basis. The
forecast for 2023 and the Group’s equity situation
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
26
and liquidity situation provide the basis for the
going concern assumption.
Outlook
These forward-looking statements reflect current
views about future events and are, by their nature,
subject to significant risks and uncertainties.
The company’s overall strategy of developing
large, long-term customer relationships, increas-
ing the number of project deliveries which involve
the full range of Itera’s services, using our distrib-
uted delivery model across borders in the Nordics
and Central and Eastern Europe, and focusing on
operational efficiency remains unchanged.
During 2023 Itera will continue to invest in its
expansion in Sweden and Central and Eastern
Europe to accommodate current and expected
future demand, while maintaining readiness to
accelerate expansion in Ukraine. Itera is utilising
its strong relations with the Ukrainian authorities
and senior management in Nordic industries to
enable the green transition through new industrial
software solutions and services as part of the
rebuilding of Ukraine after the invasion is over.
As customers are assessing the impact of the
current macroeconomic uncertainty on their
businesses, the increase in demand for IT services
may be slightly softer in the short term. However,
as digital transformation is key to realising both
cost savings and new business opportunities, we
expect continued strong demand in the medium to
long term. Itera expects its organic growth rate to
continue to be amongst the highest in our market-
place in 2023.
There is a gradual shift taking place in the nature
of the demand for managed services. As busi-
nesses seek greater resilience, face a war for
talent, and need to digitise and experience cost
pressures, strategic managed services are increas-
ingly a top management priority. Leveraging the
substantial investment that has been taking place
in its Cloud and Application Services during 2022,
Itera will see a gradual improvement in profita-
bility throughout 2023 with an increasing volume
of migration and modernisation engagements,
improving the total profitability of Itera.
Oslo, 27 April, 2023
The Board of Directors of Itera ASA
Morten Thorkildsen Marianne Killengreen Jan-Erik Karlsson
Chairman of the board Board member Board member
Gyrid Skalleberg Ingerø Siren Tønnesen Hans Joachim Trøbråten
Board member Board member Board member
(Employee elected) (Employee elected)
Arne Mjøs
Chief Executive Officer
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The Board of Directors and executive management of Itera ASA carry
out an annual review of the principles for corporate governance and
how they function within the Group. Itera provides here an account
of its principles and practice for corporate governance pursuant to
Section 3-3b of the Norwegian Accounting Act and the Norwegian
Code of Practice for Corporate Governance (NUES) as issued on
14October 2021.
Corporate governance
The Norwegian Code of Practice for Corporate
Governance is available on www.nues.no/english.
A description of how Itera complies with the 15
recommendations set out in the Code of Practice
for Corporate Governance is provided below.
1. Implementation and reporting
on corporate governance
Itera ASA’s principles for corporate governance
ensure an appropriate division of roles and good
collaboration between the company’s owners,
its Board of Directors and its executive manage-
ment as well as satisfactory control of its activ-
ities. This helps to ensure the greatest possible
value creation over time in the best interests of
owners and other stakeholders.
The company’s ethical guidelines address
conflicts of interest, relationships with
customers, suppliers and the media, inside
information issues and other relevant financial
interests of a personal nature. The ethical guide-
lines apply to all employees of the Itera Group.
Itera’s employees increasingly regard non-
financial incentives as important. Itera’s manage-
ment principles therefore contain a clear set of
values for employees to identify with. Itera also
focuses on making social and moral considera-
tions part of its business processes. This means
that customers or projects may be rejected
on account of their being in conflict with the
Group’s set of values and vision, which is: “Make
a difference”. This applies to all the contexts in
which Itera is present; the aspiration is for Itera’s
employees to view working at Itera as more than
just a job, for its customers to find real value in
collaborating with Itera, for its owners to receive
a greater return from their investment than would
be the case with other comparable investments,
and for the company to make a positive contri-
bution to economic and social development the
local environments in which it operates.
Itera complies with the Norwegian Code of
Practice for Corporate Governance with no
material deviations from the Code’s recommen-
dations, with the exception of the deviations set
out in sections 6 and 14.
2. Business (No deviation
from the Code)
Itera is a leading international tech company that
helps businesses and organisations accelerate
their sustainable digital transformations. Itera
has a unique ability to bring digital to the core of
their business because of our full range of ser-
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vices in digital strategy and consulting, customer
experience, technology and cloud operations.
Our integrated services and multi-disciplinary
teams meet customer needs rapidly and at scale
using our world-class distributed delivery model
and our Digital Factory at Scale, doing more for
less. Itera has a strong customer portfolio in
business-to-customer (B2C) markets, as well
as in business-to-business (B2B) markets. The
Group also owns two niche SaaS companies
which mostly have recurring subscription-based
revenues: Cicero Consulting, which provides
advisory services and solutions to the banking and
finance sector, and Compendia, which specialises
in products and services for the HR, quality and
management areas.
The Board monitors the progress of the
company’s ESG strategy and its associated
processes and reporting. The Board includes
these issues in its discussions relating to
strategy, risk and performance.
The annual report contains details of the
company’s goals and strategies, and the financial
markets are provided with continual updates by
the company’s quarterly presentations.
3. Equity and dividends
(No deviation from the Code)
The company’s capital situation is kept under
constant review in relation to its objectives,
strategy and desired risk profile.
The company’s objective is to generate a compet-
itive return for its shareholders through dividends
and increases in the share price that is in line
with comparable investments. Itera’s dividend
policy is intended to strike a balance between
capital adequacy and providing shareholders
with a reasonable return. The company’s current
dividend policy is to distribute at least 50% of the
Group’s adjusted annual profit after tax. Payment
of the annual dividend is dependent on the
company’s financial situation, its working capital
requirements and investment/acquisition oppor-
tunities. The Annual General Meeting approves
the annual dividend based on a proposal from
the Board of Directors. For 2022, the Board of
Directors proposes the payment of an ordinary
dividend of NOK 0.30 per share. The Board of
Directors has also resolved to ask the Annual
General Meeting to renew its authorisation to pay
a supplementary dividend for 2022 if the Group’s
financial situation makes this possible.
At the Annual General Meeting in 2022, the
Board of Directors was granted authorisation to
increase the company’s share capital by up to
NOK 1,232,799 by issuing for subscription up
to 4,109,331 new shares with a nominal value
of NOK 0.30. The authorisation is effective until
30 June 2023 and replaced the authorisation
approved by the Annual General Meeting held on
25 May 2021. The Board is authorised to waive
the preferential rights of shareholders pursuant
to Section 10-4 of the Norwegian Public Limited
Companies Act. The authorisation also covers
capital increases for non-cash payment or other
special subscription terms pursuant to Section
10-2 of the Norwegian Public Limited Companies
Act. The authorisation also covers resolutions in
connection with mergers pursuant to Section 13-5
of the Norwegian Public Limited Companies Act.
At the same Annual General Meeting, the Board
of Directors was granted authorisation to buy
back own shares up to a nominal value of NOK
1,232,799, equivalent to 4,109,331 shares each
of a face value of NOK 0.30. The authorisation
is effective until 30 June 2023 and replaced
the authorisation granted at the Annual General
Meeting held on 25 May 2021. The authorisation
was used to buy back 600,000 shares in Decem-
ber 2022 for the purpose of employee option and
share purchase programmes.
The Board of Directors as part of its preparations
for the Annual General Meetin g carries out
an annual review of whether it should ask for
authorisation from the Annual General Meeting
to increase the company’s share capital and/or to
be allowed to buy back own shares. Any author-
isation is normally granted for one year, and the
basis for such authorisation must be clearly com-
municated at the Annual General Meeting.
4. Equal treatment of shareholders
and transactions with close associ-
ates (No deviation from the Code)
The company is committed to treating all
shareholders equally. There is only one class
of shares. The Articles of Association do not
impose any restrictions on voting rights. Treat-
ing all shareholders equally is regarded as
important. All information liable to influence the
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company’s share price is published through the
Oslo Stock Exchange’s information system and
on the company’s website.
The company’s transactions in its own shares
(share buy-backs) are carried out through the
stock exchange at market rates, except in cases
of exercising buy-back options in discontinued
employee share incentive programmes. The
Board will normally obtain independent valu-
ations for any material transactions involving the
company and its shareholders, members of the
Board, executive personnel or close associates
of such parties.
5. Shares and negotiability
(No deviation from the Code)
Itera shares are listed on the Oslo Stock Exchange
and are freely negotiable. Itera has one class of
shares, and each share equals one vote at the
General Meeting. The shares have no trading
restrictions in the form of Board consent or owner-
ship limitations. The Articles of Association of
Itera ASA contain no restrictions on negotiability
or voting rights and all shares have equal rights.
According to the conditions in Share Purchase
Programme offered to selected managers
and key personnel in 2020, 2021 and 2022, a
three-year lock-in period applies to ownership
of the shares purchased under this programme.
Itera has a buy-back option of the shares in
cases where the employee terminates his or her
employment with Itera within the lock-in period.
Itera considers that such trading limitation does
not cause disturbances in the market due to
limited scope and thus is not in violation of the
NUES recommendation.
6. Annual General Meeting
All shareholders are entitled to participate in
the Annual General Meeting. Arrangements
have been made that allow shareholders to vote
in accordance with their ownership through a
legal representative or proxy. All shares in the
company carry equal voting rights. There are no
ownership restrictions, and the company is not
aware of any shareholder agreements.
Minutes from the Annual General Meeting are
made available using the Oslo Stock Exchange’s
information system and on the company’s web-
site (www.itera.com).
NUES recommends that the Annual General
Meeting should vote separately on each individ-
ual candidate for any corporate bodies to which
members are elected. Itera’s practice is for the
entire Board to be elected.
7. Committees
(No deviation from the Code)
Nomination Committee
The Annual General Meeting has established
a Nomination Committee in accordance with
Itera’s Articles of Association. The Annual
General Meeting issues the mandate for the work
of the Nomination Committee. The Nomination
Committee nominates candidates for appoint-
ment to the Board of Directors for consideration
by the Annual General Meeting. The nominations
are required to provide relevant information
about the candidates’ background and inde-
pendence. The Nomination Committee also
makes proposals regarding the remuneration
paid to members of the Board. The remuneration
paid to the Nomination Committee is determined
by the Annual General Meeting.
The members of the Nomination Committee
are Eli Giske, Bjørn Wicklund and Olav Werner
Pedersen. No Board members or Itera manage-
ment employees are members of the Nomination
Committee.
The Nomination Committee publishes an invita-
tion to submit proposals for candidates for elec-
tion to the Board on the company’s website. The
Nomination Committee will also send a letter to
the largest shareholders inviting their proposals.
Audit Committee
The Board has established an Audit Committee
in accordance with Itera’s Articles of Association.
The Audit Committee has two members. Its
mandate is to supervise the company’s reporting
procedures and to assess the effectiveness of
internal control and risk management activities.
The Audit Committee is in regular contact with
the auditor and ensures the auditor is independ-
ent. The Audit Committee reports to the Board.
Members of the Board have access to all relevant
documentation as well as to the minutes of all
Audit Committee meetings.
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The members of the Audit Committee are Marianne
Killengreen (chair) and Gyrid Skalleberg Ingerø.
Remuneration Committee
The Board has established a Remuneration
Committee to develop and coordinate the
Group’s remuneration systems. The Remuner-
ation Committee has two members – Jan-Erik
Karlsson (chair) and Morten Thorkildsen.
8. Board of Directors: Composition
and Independence (No deviation
from the Code)
Itera does not have a corporate assembly. Itera’s
Articles of Association state that the company
is to have a Board of between five and seven
members. The Board currently has six members,
four of whom are elected by shareholders at the
Annual General Meeting. Itera’s employees are
represented by two employee electives and two
observers. Fifty percent of each of the share-
holder and employee elected board members
and observers are women.
It is regarded as important for the Board to be
balanced in terms of its members’ expertise,
experience and backgrounds in relation to areas
that are of relevance to the company’s activities.
It is also desirable for the composition of the
Board to reflect both the company’s ownership
structure and the need for independent repre-
sentatives. The current Board includes four mem-
bers elected by shareholders at the company’s
Annual General Meeting, and its composition
satisfies the independence requirements set out
in the Norwegian Code of Practice for Corporate
Governance. No member of the executive
management is a member of the Board.
The Nomination Committee has announced that
it will propose to the Annual General Meeting in
May 2023 to extend the Board of Directors to
5shareholder-elected and 2 employee-elected
members.
9. The Work of the Board
of Directors (No deviation
from the Code)
The Board prepares an annual plan for its work
with an emphasis on targets, strategy and
implementation. In addition, the Board has
a formal mandate that regulates its areas of
responsibility, its duties and the allocation of
roles between the Board, the Chairman of the
Board and the CEO. The Board receives monthly
financial reports for the Group as a whole and
for the subsidiary companies, in which the
executive management comments on financial
performance and financial position. The Board
discusses the company’s strategy and budgets
at extended board meetings.
The Board will normally obtain independent
valuations for any material transactions involving
the company and its shareholders, members
of the Board, executive personnel or close
associates of such parties.
The Board holds 6-10 meetings a year and
assesses its own work on an annual basis. In
addition, the Nomination Committee make an
annual assessment of each Board member’s
performance and contribution.
The Board of Directors held 7 board meetings in
2022 with an attendance rate of 98%.
10. Risk management and internal
control (No deviation from the Code)
Risk management and internal control are car-
ried out by the Group using a range of processes,
both at Board level and by the Group’s executive
management. The Audit Committee monitors
risk management and internal control on behalf
of the Board in ways that are additional to the
reports and discussions on the issue at Board
meetings.
Risk management
The Board is regularly updated on risk manage-
ment at its meetings, by routine financial reports
and by the reports produced by the executive
management on the Group’s business activities.
The Board also assesses the need for measures
to be taken in response to risk factors.
The basis of risk management at Itera is that
the CEOs of the companies that form the Group
are responsible for risk within their individual
companies and must therefore have necessary
knowledge and understanding of their compa-
nies’ risk profiles, so that these companies can
be managed in a financially and administratively
responsible way.
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The CEO and CFO continually assess the
financial results of the various business areas,
the extent to which they are meeting the objec-
tives that have been set, critical situations and
events that might influence the future perfor-
mance of the company, and whether optimal use
is being made of resources. The CEO and CFO
carry out this work in close cooperation with the
management of the individual units.
Internal control
The Board assesses the internal control systems
and considers the most important risk factors
facing the company as part of the budget plan-
ning and budget approval process. The Group
has in recent years pursued a growth strategy
and the Board is committed to ensuring that all
the Group’s activities are covered at all times by
internal control systems.
The senior management of the subsidiary
companies are responsible for ensuring there
are appropriate and effective internal controls
that meet all applicable requirements and are
responsible for ensuring compliance with the
internal control requirements.
Accounting & Finance, HR, IT, Security, Quality
Management and Communications are organised
as common Group Functions across the Group.
This ensures there is internal control across
the companies and across national borders.
Accounting & Finance has implemented shared
accounting procedures for the Group where it
has proved efficient to do so, including in relation
to charts of accounts and reporting. The com-
panies in the Group all use the same account-
ing system, which in 2020 was switched from
Maconomy to Microsoft Dynamics 365. A specific
approval authority matrix has been implemented
that determines the authorisation routines for
expenditure, and the approval of two individuals
is required for payments to be made. The Group
Finance Function has a separate function that
manages accounting in the subsidiary compa-
nies. This function is also responsible for quality
control of accounting information by performing
reconciliations and other checks. Some account-
ing work is carried out by the Group’s accounting
department in Ukraine, which currently has four
employees. There were also three full-time posi-
tions in the accounting department in Norway in
2022. In addition to the accounting department,
there are separate Business Controllers that
assist the companies with financial reporting,
analyses, forecasting and budgets. There is a
separate accounting function for the local oper-
ations in Ukraine and external accounting firms
servicing the Slovakian, Czech and Polish branch.
The CFO and the Finance Manager are respon-
sible for continually assessing whether the
accounting routines are functioning as required,
including controlling reconciliations and analys-
ing and monitoring a range of KPIs. The reports
produced by the subsidiary companies are con-
solidated on a monthly basis, and analyses are
carried out as part of the reporting process, with
action taken as required. Reporting is carried out
using the Group’s standard reporting template,
with consolidation being carried out using
spreadsheets.
The CEO and CFO continually assess the finan-
cial results of the various business areas, the
extent to which they are meeting the objectives
that have been set, critical situations and events
that might influence the future performance of
the company, and whether optimal use is being
made of resources. Meetings are held with the
subsidiary companies every quarter to review
these topics and others, and also to consider the
risks related to financial reporting, over both the
short and long term. The CEO, the CFO, the man-
agement of the subsidiary companies and rele-
vant experts participate in these meetings, which
are led by the CEO. The Group CEO proposes any
risk-reduction measures that are required on the
basis of the companies’ financial reports and any
follow-up meetings that are held.
11. Remuneration of the Board
of Directors (No deviation
from the Code)
The Nomination Committee makes recommen-
dations to the Annual General Meeting regarding
the remuneration paid to the Board of Directors.
The remuneration paid to the members of the
Board is determined by the Annual General
Meeting once it has considered the proposals of
the Nomination Committee. The remuneration
paid to the Nomination Committee is determined
by the Annual General Meeting once it has con-
sidered the proposals of the Board. Information
on the remuneration paid to the members of the
Board and their shareholdings can be found in
the notes to the accounts in the annual report.
NUES recommends that members of Board of
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32
Directors should not participate in any incentive
or share option programme. Employee-elected
Board members in Itera may be part of incen-
tive and/or share option programmes in their
capacity as employees. Inclusion in such pro-
gramme may occur prior to or after the employ-
ee’s election to the Board. Itera considers such
inclusion to be independent of and unrelated to
the employee’s Board position and thus not in
violation of the NUES recommendation.
12. Remuneration of executive per-
sonnel (No deviation from the Code)
The Board has produced guidelines on the
remuneration of executive personnel in accord-
ance with the rules set out in Section 6-16a of
the Public Limited Liability Companies Act. The
Company’s Remuneration Committee is involved
in the process of determining the remuner-
ation paid to executive personnel. Details of
the Board’s guidelines on the remuneration of
executive personnel are set out in a separate
remuneration report.
13. Information and communica-
tions (No deviation from the Code)
The company strives to provide accurate and
sufficiently comprehensive information every
quarter, and to be quick to publish it. The com-
pany normally publishes quarterly figures within
seven weeks of the end of a quarter. The compa-
ny’s provisional annual accounts are published in
February. Open quarterly presentations are held
with a webcast made available so that they can
be viewed either live or subsequently.
The notice calling the Annual General Meeting
and the annual report are made available on the
company’s website three weeks prior to the date
of the Annual General Meeting.
The company strives to publish information in a
non-discriminatory and simultaneous manner.
The company maintains regular dialogue with
shareholders, analysts and other parties. The
company takes a cautious approach in its con-
tacts with these parties. The company limits
its communication with investors and analysts
in the thirty days prior to the publication of an
interim report. In addition, the company does
not issue comments to the media or any other
parties about the Group’s results during this
period. This is to ensure all market participants
concerned are treated equally.
14. Take-overs
The Board of Directors is committed to equal
treatment of shareholders and will ensure
openness with respect to any potential takeover
of the company. In the event of a takeover bid
for Itera, the Board of Directors and executive
management will seek to ensure all shareholders
have access to sufficient information for them to
be able to form a position on the bid. The Board
has not issued separate guidelines on how it
would operate in the event of a formal takeover
bid, but it would conduct itself in accordance
with the relevant provisions and recommenda-
tions set out by legislation and the Norwegian
Code of Practice for Corporate Governance. The
Board regards this as sufficient to ensure that
shareholders’ interests are safeguarded in an
equal and proper manner.
The Board will inform shareholders of its opinion
of any bid, and the Board will in connection with
this inform shareholders about whether they
themselves wish to accept the offer should they
have taken a position on it.
15. Auditor (No deviation
from the Code)
The company has elected PwC as its external
auditor. PwC audits all the companies in the
Group that are subject to statutory audit.
The auditor participates in all meetings of the
Audit Committee.
The auditor prepares reports for the Audit
Committee and the Board. These reports include
an audit plan, an assessment of internal control
at the company and a review of significant
accounting principles and estimates. The auditor
participates in the Board meeting at which the
annual accounts are considered. The auditor
participates in the Annual General Meeting.
Information about the fees paid to the auditor
can be found in the annual report.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
3333
OUR
R ES U LTS
2022
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
34
Contents
Itera Group
Consolidated statement of comprehensive income 35
Consolidated statement of financial position 36
Consolidated statement of cash flows 38
Consolidated statement of changes in equity 39
Corporate information and basis of preparation 40
Summary of significant accounting policies 40
Note 1. Overview of subsidiaries 46
Note 2. Segments and geographical information 46
Note 3. Salaries and personnel costs 48
Note 4. Share-based remuneration 48
Note 5. Executive remuneration 50
Note 6. Pension 50
Note 7. Other operating expenses 50
Note 8. Financial income and expenses 51
Note 9. Taxes 51
Note 10. Earnings and diluted earnings per share 52
Note 11. Non-current assets 52
Note 12. Right-of-use assets and lease liabilities 55
Note 13. Contract assets, contract costs and contract liabilities 58
Note 14. Accounts receivable 58
Note 15. Financial assets and financial liabilities 59
Note 16. Other current assets 59
Note 17. Cash and cash equivalents 60
Note 18. Shareholders 60
Note 19. Other current liabilities 61
Note 20. Exchange rates 62
Note 21. Financial risk management 62
Note 22. Transactions with related parties 63
Note 23. Discontinued operations 63
Note 24. Subsequent events 65
Note 25. Alternative performance measures 65
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
35
Consolidated statement of
comprehensive income
Itera Group 1 January – 31 December
NOK 1 000, except earnings per share
Continuing operations Note 2022 2021
Revenues 2 735 840 592 956
Cost of goods and services 51 687 45 699
Salaries and personnel expenses 3,4,5,6 515 118 403 688
Depreciation and amortisation 11,12 31 753 24 582
Other operating and administrative expenses 7,5 60 063 41 944
Total operating expenses 658 622 515 912
Operating profit 77 218 77 044
Financial income 8 1 925 2 424
Financial expense 8 938 3 602
Net financial income (expenses) 987 -1 178
Profit before taxes 78 206 75 866
Income taxes 9 16 777 17 333
Net income from continuing operations 61 429 58 533
Net income from discontinued operations 23 (10 438) (14 385)
Net income 50 990 44 148
Total income attributable to:
Shareholders in parent company 50 990 44 148
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Other comprehensive income
Translation differences on net investment in foreign operations 440 258
Total comprehensive income 51 430 44 406
Total comprehensive income attributable to:
Shareholders in parent company 51 430 44 406
Earnings per share 10 0.63 0.55
Diluted earnings per share 10 0.63 0.55
Earnings per share (continuing operations) 10 0.76 0.73
Diluted earnings per share (continuing operations) 10 0.76 0.72
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
36
Consolidated statement
of financial position
Itera Group 31 December
NOK 1 000
Note 2022 2021
ASSETS
Deferred tax assets 9 4 388 4 791
Intangible assets 11, 12 33 185 34 826
Right of use assets 12 28 271 30 917
Property, plant and equipment 11 12 790 15 729
Total non-current assets 78 634 86 262
Current assets
Contract costs 13 1 345 4 035
Contract assets 13 225 1 120
Accounts receivable 14, 15 98 971 76 092
Lease receivable - current 12, 15 - 3 370
Other current assets 16 12 661 12 794
Cash and cash equivalents 15, 17 41 934 37 457
Total current assets 155 136 134 868
Total assets 233 771 221 130
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37
Consolidated statement
of financial position
Itera Group 31 December
NOK 1 000
Note 2022 2021
EQUITY AND LIABILITIES
Equity
Share capital 18 24 656 24 656
Other equity 24 786 14 880
Total equity 49 442 39 536
Other provisions and liabilities 1 304 1 740
Lease liabilities - non-current 12, 15 20 420 20 036
Total non-current liabilities 21 724 21 775
Accounts payable 15 16 760 18 846
Tax payable 9 12 112 7 278
Public fees payable 47 828 37 136
Lease liabilities - current 12, 15 9 175 15 163
Contract liabilities 13 14 840 18 318
Other current liabilities 12, 19 61 891 63 078
Total current liabilities 162 606 159 819
Total liabilities 184 330 181 594
Total equity and liabilities 233 771 221 130
Oslo, 27 April, 2023
The Board of Directors of Itera ASA
Morten Thorkildsen Marianne Killengreen Jan-Erik Karlsson
Chairman of the board Board member Board member
Gyrid Skalleberg Ingerø Siren Tønnesen Hans Joachim Trøbråten
Board member Board member Board member
(Employee elected) (Employee elected)
Arne Mjøs
Chief Executive Officer
ANNUAL REPORT 2022
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Consolidated statement
of cash flows
Itera Group 1 January – 31 December
NOK 1 000
Continuing operations Note 2022 2021
Profit before taxes 78 206 75 866
Income taxes paid 9 (7 980) (13 223)
Depreciation and amortisation 11 31 753 24 582
Share option costs 1 454 763
Change in contract assets 895 75
Change in accounts receivable 14 (23 348) (9 535)
Change in accounts payable (816) (4 196)
Change in other accruals 7 742 14 532
Effect of changes in exchange rates 1 382 (2 040)
Net cash flow from operating activities 89 288 86 824
- Net cash flow from operating activities incl. discontinued operations 23 76 028 69 741
Investment in fixed assets 11 (6 503) (7 326)
Investment in intangible assets 11 (9 773) (25 297)
Net cash flow from investing activities (16 277) (32 623)
- Net cash flow from investing activities incl. discontinued operations 23 (15 222) (32 789)
Purchase of own shares (9 086) (23 522)
Sale of own shares 6 559 8 427
Cash settlement of options contract - (978)
Equity settlement of options contract - 3 951
Principal elements of lease payments 12 (14 556) (11 176)
Instalment of sublease receivable 1 750 3 616
Dividends paid to equity holders of Itera ASA (40 451) (27 853)
Net cash flow from financing activities (55 784) (47 534)
- Net cash flow from financing activities incl. discontinued operations 23 (56 766) (53 892)
Effects of exchange rate changes on cash and cash equivalents 437 (2)
Net change in cash and cash equivalents from continuing operations 17 664 6 665
Net change in cash and cash equivalents incuding discontinued operations 4 478 (16 942)
Cash and cash equivalents as of 1 January 37 457 54 399
Cash and cash equivalents as of 31 December 41 934 37 457
ANNUAL REPORT 2022
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39
Consolidated statement of
changes in equity
Itera Group 31 December
NOK 1 000 Note
Total
paid in
capital
Own
shares
Other
paid
in equity
Cumulative
translation
differences
Other
equity
Total
equity
Equity as of 1 January 2021 24 655 (381) (21 563) 563 31 066 34 341
Net income for the period - - - - 44 148 44 148
Other comprehensive income for the period - - - 258 - 258
Share option costs - - 763 - - 763
Cash settlement of options contract - - (978) - - (978)
Equity settlement of options contract - 185 3 766 - - 3 951
Purchase of own shares 18 - (518) (23 005) - - (23 522)
Sale of own shares 4 - 223 8 205 - - 8 427
Dividends - - - - (27 853) (27 853)
Equity as of 31 December 2021 24 655 (492) (32 811) 820 47 362 39 536
Net income for the period
- - - - 50 990
50 990
Other comprehensive income for the period
- - - 440 -
440
Share option costs
- - 1 454 - -
1 454
Cash settlement of options contract
- - - - -
-
Equity settlement of options contract
- - - - -
-
Purchase of own shares
18 - (197) (8 890) - -
(9 086)
Sale of own shares
4 - 204 6 355 - -
6 559
Dividends
- - - - (40 451)
(40 451)
Equity as of 31 December 2022 24 655 (484) (33 892) 1 260 57 901 49 442
ANNUAL REPORT 2022
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40
Corporate
information and
basis of preparation
Corporate information
Itera ASA (the Company) including its subsidiaries (the Group) is a leading international tech
company that helps businesses and organisations to accelerate their sustainable digital trans-
formation. We have a unique ability to bring digital to the core of their business because of
our full range of services in digital strategy and consulting, customer experience, technology
and cloud operations. Itera provides solutions and services to customers in industries such as
insurance, banking and finance, energy, and public sector. Itera has offices in Norway, Swe-
den, Denmark, Iceland, Ukraine, Slovakia, Poland and the Czech Republic.
Itera ASA is a public limited company registered and domiciled in Norway. The office address
is Nydalsveien 28, 0422 Oslo, Norway. Itera ASA is listed on Oslo Stock Exchange (ticker
ITERA). Itera ASA is the ultimate parent company of the Group.
The consolidated financial statements for Itera ASA were approved by the Board of Directors
on 27 April 2023 and are subject to approval by the Annual General Meeting on 24 May 2023.
Basis of preparation
The consolidated financial statements have been prepared in accordance with the Interna-
tional Financial Reporting Standards (IFRS) and related interpretations as approved by the EU
as in effect at 31 December 2022, and with all additional disclosure requirements pursuant to
the Norwegian Accounting Act as in effect at 31 December 2022. The consolidated financial
statements have been prepared on the historical cost principle.
The consolidated financial statements are presented in Norwegian Kroner (NOK). Amounts
are rounded to the nearest thousand, unless otherwise stated. As a result of rounding adjust-
ments, amounts and percentages may not add up to the total.
The most important accounting principles applied by the Group in the preparation of the
consolidated financial statements are described below. These principles have been applied
identically to all the periods that are presented, unless otherwise stated.
Consolidation principles
Subsidiaries are companies where the Group has a controlling interest. Control is achieved
when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. A
controlling interest is normally achieved when the Group owns, directly or indirectly, more
than 50% of the voting shares in the target company. The results of subsidiaries acquired or
disposed of during the year are included in the income statement from the date when control
is obtained and until the date when control ceases. All intercompany transactions, outstanding
balances and unrealised group internal profits or losses are eliminated.
Foreign currency translation
The consolidated financial statements are presented in NOK, which is Itera ASA’s functional
currency. Transactions in foreign currencies are initially recognised in the functional currency
at the exchange rate at the date of the transaction. Monetary assets and liabilities denomi-
nated in foreign currencies are translated to the functional currency using the exchange rate
at the reporting date. All exchange differences are recognised in the income statement with
the exception of exchange differences on a net investment in a foreign entity. These exchange
differences are recognised as a separate component of other comprehensive income until the
disposal of the net investment, at which time they are recognised in the income statement.
Non-monetary items measured at historical cost in foreign currency are translated using
the exchange rates at the dates of the initial transactions. The date of initial transaction for
Summary of
significant account-
ing policies
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
41
non-monetary assets on which the Group has paid an advance consideration is the date of
the payment of the advanced consideration. 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 for the year. 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.
Key sources of estimation uncertainty - critical accounting estimates
A critical accounting estimate is one which is both important to the presentation of the Group’s
financial position and results and requires management’s most difficult, subjective or complex
judgements, often as a result of the need to make important estimates based on assumptions
about the outcome of matters that are inherently uncertain. Management evaluates such
estimates on an ongoing basis, based upon historical results and experience, consultations
with experts, trends and other methods which management considers reasonable under
the circumstances, as well as forecasts as to how these might change in the future. Areas of
significant estimation uncertainty include:
Revenue recognition
Itera delivers most of its non-subscription services on Time & Material agreements. However,
it may occasionally enter into fixed or target price agreements for development work. In such
cases, the revenue is recognised proportionately to its estimated completion rate and contract
value. Completion is measured as incurred hours relative to the estimate to complete the
project. The Group bases its estimates on historical results, taking into consideration the type
of customer, the type of transaction and the specifics of each arrangement. As of the end of
2022, there were no fixed or target price projects outstanding which may have represented
any significant estimation uncertainty. Refer to note 2 for further information.
Impairment of capitalised development costs
Itera has capitalised development costs related to its Intellectual Property Rights (IPR). The
IPR generate monthly subscription revenues over the length of the customer contracts, and
the capitalised development costs are amortised over their estimated useful life. Significant
technological changes or loss of major customer contracts may impact the remaining useful
life or the fair value of the asset, respectively. The Group conducts impairment tests on the
assets to assess whether there is a need to write down or accelerate the amortisation of the
assets when such triggering factors occur. The current carrying value of the assets are low
compared to the associated revenue generated from this. The Group thus considers the risk of
impairment to be limited.
Share capital, share premium and other equity
Payments for the purchase of own shares are recognised as a reduction in equity and pro-
ceeds from any sales as an increase. Transaction costs directly related to equity transactions
less taxes are recognised against equity as a reduction in the proceeds.
Tangible fixed assets
Tangible fixed assets are recognised at acquisition cost, less accumulated depreciation and
accumulated impairment losses. Acquisition cost includes expenses directly attributable to
purchasing the asset. Acquisition cost for assets developed in-house includes direct salary
costs, other costs directly attributable to ensuring that the assets function as intended, and
the costs of dismantling and removing the assets. Gains and losses on disposals of tangible
fixed assets are presented as part of the operating profit/loss and calculated as the difference
between the consideration received and the carrying value of the asset.
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2022
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Depreciation of fixed assets
Depreciation and amortisation expenses are based on management’s estimates of residual
value, depreciation and amortisation method and the useful life of property, plant and equip-
ment. Estimates may change due to technological developments, competition, changes in
market conditions and other factors and may result in changes in the estimated useful life
and in the amortisation or depreciation charges. Technological developments are difficult
to predict and the Group’s views on the trends and pace of development may change over
time. Critical estimates in the evaluations of useful lives for tangible assets include, but are
not limited to, expected developments in technology and markets. The useful lives of prop-
erty, plant and equipment assets are reviewed at least annually taking into consideration the
factors mentioned above and all other important relevant factors. Estimated useful lives for
similar types of assets may vary between different entities in the Group due to local factors
such as growth rate, maturity of the market, history and expectations for replacements or
transfer of assets. A change in estimated useful life is a change in accounting estimate, and
depreciation and amortisation plans are adjusted prospectively.
Tangible fixed assets are depreciated on a straight-line basis over their estimated useful life.
Leased assets are depreciated over the shorter of the lease term and estimated useful life,
unless it is reasonably certain that the Group will obtain ownership after the end of the lease
term.
The estimated useful lives for the current and comparison periods are:
Fixtures and fittings: 5–10 years
Other fixed assets: 3 years
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
Intangible assets
Research and development activities relate to significant new concepts or solutions. Costs
are capitalised only to the extent that they can be measured reliably, the product or process
is technically or commercially viable, the future economic benefits are likely, and the Group
intends and has sufficient resources to complete its development as well as to sell or make
use of it. Capitalised expenses include costs for materials, direct salary costs, and directly
attributable overhead costs. Other development costs are expensed as incurred. Capitalised
development expenditure is carried at cost minus amortisation and impairment.
Intangible assets not yet in use are tested for impairment annually or more often if indicators
of impairment exist, whereas other assets are tested for impairment when circumstances
indicate there may be a potential impairment. Factors that indicate impairment which trigger
impairment testing include the following: significant fall in market values; significant under-
performance relative to historical or projected future operating results; significant changes in
the use of the assets or the strategy for the overall business, including assets that are decided
to be phased out or replaced and assets that are damaged or taken out of use; significant neg-
ative industry or economic trends; significant loss of market share; significant unfavourable
regulatory and court decisions and significant cost overruns in the development of assets.
Amortisation of intangible assets
Intangible assets are amortised on a straight-line basis over their estimated useful life from
the date they become available for use. The estimated useful lives for the current and compar-
ison periods are:
Capitalised development costs: 3–5 years
Software and IT equipment: 3–5 years
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
43
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease.
A contract is or contains a lease if the contract conveys the right to control the use of an
identified asset for a period in exchange for consideration.
Itera ASA agreements consists of buildings, cars, equipment used in the operating activities
and office machines. Cars usually have a lease period of 5 years, while several of the buildings
have a longer time frame. The office machines are leased in a 3-5 year period. Some of the
building leases have extension options and this has been taken into account.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease payments:
• fixed payments, less any lease incentives receivable
• amounts expected to be payable by the group under residual value guarantees
• the exercise price of a purchase option if the group is reasonably certain to exercise that
option, and
• payments of penalties for terminating the lease, if the lease term reflects the group exercis-
ing that option.
The Group recognises a right-of-use asset and a lease liability at the lease commencement
date. The right-of-use asset is initially measured at cost, which comprises the initial amount
of the lease liability adjusted for any lease payments made at or before the commencement
date, plus any initial direct costs incurred. The lease liability is initially measured at the
present value of the lease payments that are not paid at the commencement date, discounted
using the Groups incremental borrowing rate.
The Groups incremental borrowing rate is the rate that the 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.
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. If the group is reasonably certain to exercise a purchase
option, the right-of-use asset is depreciated over the underlying asset’s useful life.
The Group has elected not to recognise the right-of-use assets and liabilities for short-term
leases of equipment and low value assets. Short-term leases are defined as 12 months or
less, and low value assets at NOK 50 000 or lower.
Accounts receivable and other receivables
Accounts receivable are recognised in the balance sheet at their nominal value, less a provi-
sion for expected losses. The interest element is disregarded if it is not material. The expected
credit loss on trade receivables and contract assets is measured using a simplified lifetime
model.
Government grants
Grants from the government are recognised at their fair value where there is a reasonable
assurance that the grant will be received and the group will comply with all attached condi-
tions. The Itera Group receives government grants related to SkatteFUNN. Government grants
relating to costs are deferred and recognised in profit or loss over the period necessary to
match them with the costs that they are intended to compensate.
Pension
The Itera Group finances its pension arrangements for employees through collective defined con-
tribution-based schemes. A defined contribution pension scheme is a plan under which an entity
pays fixed contributions into a separate fund or pension fund and has no legal or constructive obli-
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
44
gation to pay any further amounts. Contribution obligations are recognised as personnel expenses
in the profit and loss account when due. Prepaid contributions are recognised as an asset to the
extent that they entail cash refunds or that future payments to the scheme are reduced.
Share-based remuneration
Employee share options at the Group give employees the right to subscribe for shares in
Itera ASA at a future point at a predetermined price (exercise right). This right as a rule is
dependent on the Group achieving concrete targets and the employee still being employed at
the time of exercise.
Employee share options are valued at fair value on the grant date. Their calculated value is
recognised as a personnel expense, with a counter entry to other paid-in equity. The cost of
share options is divided over the period until the employee becomes unconditionally entitled
to exercise the options. The expensed amounts are adjusted to reflect the actual amount of
stock options exercised if the associated service and non-market conditions are met.
The social security tax costs associated with employees’ taxable benefits are expensed as
incurred over the accrual periods on the basis of the accrual rates and values at the balance
sheet date.
Provisions
Provisions are recognised when the Group has incurred a legal or constructive obligation as a
result of a previous event and it is likely that this will lead to it making a payment or transfer-
ring other assets in order to settle the obligation, and the size of the obligation can be meas-
ured reliably. Provisions are measured at the present value of the expected future cash flows,
discounted using a market-based discount rate before tax.
Revenue recognition
Revenue arising from subscriptions is recognised over the course of the contract period. The
Group has various types of subscription services. SaaS (Software-as-a-Service) contracts
are based on fixed monthly service fees. These are invoiced for one to twelve months in
advance. Data centre and cloud operations subscription fees are typically a combination of
fixed monthly services plus consumption-based services and may thus vary from month to
month depending on the latter. These are invoiced in advance for the non-consumption based
services and in arrears for the consumption.
Revenue from the sale of goods is measured based on the consideration specified in a con-
tract with a customer. Where the consideration covers multiple sub-deliveries, it is broken
down and recognised when the various components are delivered.
Revenue from the sale of goods is measured based on the consideration specified in a con-
tract with a customer. Where the consideration covers multiple sub-deliveries, it is broken
down and recognised when the various components are delivered.
IFRS 15 Revenue from Contracts with Customers is based on the principle of recognising reve-
nue when control of goods or services transfers to a customer. Itera mostly derives its revenue
from the transfer of services over time as opposed to point in time.
Revenue from consulting services rendered that relate to subscription contracts will in some
cases be recognised over the contract period for the subscription contract and not at point in
time when the services are delivered. The costs of fulfilling a contract, such as costs related to
delivering the services mentioned are capitalised as contract costs if the amortisation period
is more than 12 months. The amortisation period is the expected contract period, including
renewals. Payments from customers for delivering these services are under IFRS considered
prepayments and classified as contract liabilities under current liabilities.
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2022
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Revenue from a transition project that is an integral part of a subsequent operating services
contract is recognised on a linear basis over the period of the latter contract. Revenue from
services is recognised when the hours are delivered and usually invoiced monthly with excep-
tion of projects with some milestone invoicing. When the contract outcome cannot be meas-
ured reliably, revenue is recognised only to the extent that the expenses incurred are eligible
to be recovered. Revenue is measured based on the consideration specified in a contract with
a customer.
Contract assets, contract costs and contract liabilities
Contract assets comprises earned and recognised revenue that has not yet been invoiced.
Contract assets is transferred to receivables when the rights to payment become uncondi-
tional, which usually occurs when invoices are issued to the customers.
Contract costs comprise expenses related to fulfilling a contract, typically implementation
costs in the initial stage of a contract, capitalised and expensed over the expected contract
periods.
Contract liabilities comprise prepayments from customers for delivering services.
Cost of goods and services
Cost of goods and services is the costs paid to external suppliers for goods or services directly
related to Itera’s delivery of goods and services. Cost of goods and services includes costs
due to third-party contractors, the rental of software, purchases of software and hardware for
resale, travel expenses for consultants and other costs.
Financial income and financial expense
Financial income comprises interest income from financial investments and bank deposits.
Interest income is recognised using the effective interest rate method. Dividends are recog-
nised in profit and loss when they are approved by the annual general meeting of the company
from which they will be received. Financial expense comprises interest expense on borrowings
and changes in the fair value of financial assets. All borrowing costs are recognised in profit
and loss using the effective interest rate method. Financial income and financial expense also
comprise foreign currency gains and losses.
Tax expense
Tax expense comprises both tax payable and changes in deferred tax. Deferred tax/tax assets
are calculated on all differences between the accounting values and tax values of assets and
liabilities.
Deferred tax assets are capitalised on the balance sheet when it is probable that the individual
company will have sufficient taxable profits in subsequent periods to be able to use the tax
asset. The individual companies recognise previously non-capitalised tax assets to the extent
that it has become probable that they will make use of them. Likewise, the individual compa-
nies reduce the value of their deferred tax assets to the extent that they no longer regard it as
probable that they will be able to make use of their deferred tax assets.
New standards and interpretations not yet adopted
Certain new accounting standards, amendments to standards and interpretations have been
published that are not mandatory for the year ended 31 December 2022 and have not been
applied in preparing these consolidated financial statements. The standards thay may be
relevant to the Group are set out below. These will be adopted in the period that they become
mandatory unless otherwise indicated. These standards, amendments or interpretations are
not expected to have a material impact on the Group in the current or future reporting periods.
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
46
Amendments to IAS 1 Presentation of Financial Statements
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors
Amendments to IAS 12 Income Taxes
Statement of cash flows
The statement of cash flow is prepared using the indirect method. Cash and cash equivalents
comprise cash, bank deposits and other short-term liquid investments. Interest paid is pre-
sented as part of operating activities.
NOK 1000
Country
Share
holding
Result
2022
Equity
31.12.2022
Itera Norge AS
1)
Norway 100% 22 474
30 428
Itera Offshoring Services AS
1)
Norway 100% 9 605
13 304
Cicero Consulting AS
1)
Norway 100% 5 757
10 219
Compendia AS
1)
Norway 100% 5 612
6 725
Itera Sverige AB
1)
Sweden 100% (692)
930
Itera ApS
1)
Denmark 100% 9 401
5 196
Itera ehf
2)
Iceland 100% 5 365
2 192
Itera Consulting Group Ukraine, LLC
1)
Ukraine 100% (966)
7 165
Total
56 556
76 270
1) Consolidated pre 2016
2) Consolidated from 2021
The business activities of the Group are carried out by 9 operational companies and two
branch offices in 7 countries. Each company has its own management team and a CEO who
is responsible for the company’s financial results. Each company also has its own internal
structure for management, budgeting and financial reporting, including reporting to the Group
CEO. The Chief Operating Decision-Maker (CODM), who is responsible for allocating resources
and assessing performance of operating units, has been identified as the steering committee
consisting of the Group CEO and CFO. The activities carried out by all the subsidiaries are
for all practical purposes related to delivering sustainable digital solutions to customers. In
particular, the Group utilises its distributed delivery capabilities seamlessly across its various
operating units and locations. The reported revenue in 6 geographical reporting segments
outside Norway, from both external customers and intragroup sales, is less than 16% of the
combined revenue. The operating segments have previously been aggregated into two report-
ing segments, Core digital business and Data centre operations. Itera’s data centre operations
have been transitioned to the cloud and remaining operations have been discontinued on
31st March 2022. As such, Itera now reports on continuing operations, while the discontinued
operations are presented on a net income basis.
Transactions and transfers between the companies are carried out on normal commercial
terms.
Revenues from transactions with the two largest external customers in Norway amount to
NOK 91.0 and 87.4 million respectively in 2022.
Note
1.
Overview of
subsidiaries
Note
2.
Segments and
geographical
information
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
47
Geographical information:
NOK 1 000
2022 Norway Sweden Denmark Ukraine Slovakia
Czech
Republic Iceland Group
Sales revenue 898 938 - 66 531 12 829 44 010 2 237 39 622 1 064 168
Intragroup eliminations (269 264) - - (12 829) (43 998) (2 237) - (328 328)
Net sales revenue 629 674 - 66 531 - 12 - 39 622 735 840
Services 516 708 - 50 477 - 12 - 39 608 606 805
Services 3rd Party 25 753 - 8 776 - - - - 34 529
Subscriptions 72 782 - 4 398 - - - - 77 179
Other revenue 14 432 - 2 880 - - - 14 17 327
Net sales revenue 629 674 - 66 531 - 12 - 39 622 735 840
Operating profit 60 052 (691) 12 054 - 12 - 5 792 77 219
Investments in fixed
assets 14 512 - 180 1 327 258 - - 16 277
Total assets 196 253 1 255 15 587 6 627 5 982 - 8 066 233 771
Total liabilities 163 224 326 9 890 86 5 405 - 5 398 184 330
2021 Norway Sweden Denmark Ukraine Slovakia
Czech
Republic Iceland Group
Sales revenue 743 708 - 48 336 14 398 36 531 - - 883 095
Intragroup eliminations (202 609) - - (14 398) (33 010) - - (250 033)
Net sales revenue 541 099 - 48 336 - 3 520 - - 592 956
Services 399 436 - 39 464 - 3 520 - - 482 526
Services 3rd Party 42 339 - 2 726 - - - - 45 065
Subscriptions 87 381 - 5 650 - - - - 93 031
Other revenue 11 943 - 497 - - - - 12 440
Net sales revenue 541 099 - 48 336 - 3 520 - - 592 956
Operating profit 68 376 (34) 5 301 2 093 1 599 - (290) 77 044
Investments in fixed
assets 29 282 - 195 1 740 1 573 - - 32 789
Total assets 195 466 1 671 8 006 11 225 4 594 - 168 221 130
Total liabilities 169 379 3 6 871 1 102 3 948 - 292 181 594
Note
2.
Segments and geographical information, cont.
Services revenue is generated from rendering of services to customers by Itera’s own consult-
ants. The service contracts are with a few exceptions Time & Material agreements where the
invoicing is based on hours performed at agreed rates.
Services 3d party revenue is generated from rendering of services to customers performed by
subcontractors.
Subscriptions revenue is generated from services provided on regular basis with fees based on
fixed amounts or volumes.
ANNUAL REPORT 2022
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48
Segment information:
NOK 1 000
2022 Continuing operations Discontinued operations Group (gross)
Sales revenue 735 840 7 340 743 180
Operating profit 77 219 (13 383) 63 836
2021 Continuing business Discontinued operations Group (gross)
Sales revenue 592 956 40 106 633 062
Operating profit 77 079 (18 477) 58 602
The discontinued operations refer to Itera’s data centre operations which was discontinued on
31st March 2022. Refer to note 23 for further information.
NOK 1000 2022 2021
Salaries 440 109 348 029
Share option costs 1 479 611
Social security taxes 38 213 34 496
Pension costs 14 151 12 114
Other benefits 26 944 16 084
Salaries and personnel expenses capitalised *) (5 777) (7 646)
Total payroll and personnel expenses 515 118 403 688
Average number of employees 677 556
*See note 11
Share option programmes
The Group had five share option programmes running in 2022. All schemes to be settled in
shares.
Share option programmes were issued late 2019, twice during 2020 and once in 2021 and
2022. These programmes have no financial targets attached, and up to one-third of the
options are exercisable after three years and otherwise rolled forward. All remaining options
must be exercised after four years or otherwise forfeited.
The fair value of the options was calculated on the date they were granted, and the options
granted are being expensed over the accrual periods of four years in accordance with the
graded vesting principle. Fair value is calculated using the Black-Scholes-Merton option
pricing model. The calculation of fair value assumes that historical volatility is an indica-
tion of future volatility. Expected volatility is therefore set equal to historical volatility. The
interest rate is based on rates obtained from Norges Bank for the same period as the life
of the options. For the option programmes, an annual participant attrition rate of 10–20%
were assumed. For calculation purposes, an annual dividend of NOK 0.45 to NOK 0.90 were
assumed for the various programmes.
Share option costs (including employer’s social security contributions) of NOK 1,454k were
expensed in 2022 (NOK 1,156k in 2021).
Note
3.
Salaries and
personnel costs
Note
4.
Share-based
remuneration
Note
2.
Segments and
geographical
information, cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
49
Programme
Out-
standing
31.12.2021
Issued
in
2022
Expired
in
2022
Exer-
cised in
2022
Out-
standing
31.12.2022
Fair
value when
issued
Exercise
price
1
)
Share price
when
issued
2)
Date
of issue
Exercise
period
2019 260 000 - - - 260 000 NOK 1.66 NOK 10.29 NOK 10.29 17.12.2019 2023
2020 (pro-
gramme 1
)
755 000 - 20 000 - 735 000 NOK 2.07 NOK 11.32 NOK 11.46 02.07.2020 2024
2020 (pro-
gramme 2) 375 000 - - - 375 000 NOK 2.45 NOK 13.91 NOK 13.91 23.12.2020 2024
2021 720 000 - 135 000 - 585 000 NOK 2.36 NOK 13.50 NOK 13.50 22.06.2021 2025
2022 - 950 000 10 000 - 940 000 NOK 2.34 NOK 12.50 NOK 12.50 22.06.2022 2026
Total 2 110 000 950 000 165 000 - 2 895 000
1) The exercise price is the average share price over the 15 days prior to the date the option is granted.
2) The exercise price is set at fair value on the date the option is granted. The company works on the basis that the exercise price is the same as the
share price on the date the option is granted and that the options do not have any intrinsic value on this date.
Note
4.
Share-based remuneration, cont.
Programme
No. of
options
Interest
rate Volatility Lifetime
2019 260 000 0.99 % 37.8% 4 years
2020 (programme 1) 735 000 0.28 % 43.2% 4 years
2020 (programme 2) 375 000 0.54% 42.3% 4 years
2021 585 000 1.06% 41.7% 4 years
2022 940 000 3.20% 44.2% 4 years
Total 2 895 000
Employee share purchase programme
In 2017, Itera introduced an annual Employee Share Purchase Programme, where employees
could purchase shares up to a market value of NOK 20,000 (30,000 in 2021) at a 20% dis-
count (25% discount in 2021). The programme has been repeated each year since 2017.
After changes in Norwegian legislation in 2022 the programme was changed so that employ-
ees could purchase shares at a valuation discount of NOK 3.31 per share. The discount was
related to a three-year lock-in period of the shares. 108 employees purchased a total of
232,078 shares. The discount is recognised against the equity.
Share purchase programme for managers and key personnel
In 2022, a Share Purchase Programme was offered to the Group’s managers and key person-
nel in order to foster alignment of interests between executives and shareholders, as well as
contribute to retention of key people.
Under the programme, the invitees were offered to purchase up to a defined number of shares
at a valuation discount of NOK 3.31 per share. The discount was related to a three-year lock-in
period of the shares. The Company has an option to re-purchase all or some of the shares
with the same discount in the event the shareholder terminates his or her employment in the
Group within the lock-in period. 22 key employees and executives showed their long-term
commitment by purchasing a total of 448,310 shares for a total investment of NOK 4.3 million
under this programme. The discount is recognised against the equity.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
50
This information is available in the separate Executive Remuneration Report for 2022
available on www.itera.com.
All of the Group’s pension schemes are defined contribution schemes. The Group’s pension
expense is represented by the premiums paid and is included in payroll and personnel
expenses in the Statement of Comprehensive Income. The Group’s pension schemes in
Norway comply with the Norwegian Mandatory Occupational Pension Act (OTP).
Pension cost
NOK 1 000 2022 2021
Norway 23 024 18 100
Denmark 2 335 2 047
Iceland 133 -
Total 25 492 20 147
NOK 1 000
2022
2021
Facilities 12 264 6 277
Office supplies 18 874 13 864
Professional fees 13 426 8 617
Courses 4 277 3 408
Travel and entertainment 4 670 1 570
Sales and marketing 3 837 5 263
Other operating expenses 2 715 2 945
Total 60 063 41 944
Fees to the auditors
NOK 1000, excluding VAT 2022 2021
Statutory audit of Itera ASA 506 241
Statutory audit of subsidiaries in Norway 333 299
Statutory audit of international subsidiaries 195 94
Audit fees 1 034 634
Tax advisory services - -
Fees for other certification services - -
Other services provided to subsidiaries in Norway 29 59
Other services provided to international subsidiaries - -
Note
5.
Executive
remuneration
Note
6.
Pension
Note
7.
Other operating
expenses
ANNUAL REPORT 2022
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51
NOK 1000 2022 2021
Interest income 263 32
Foreign currency gains 225 -
Other financial income 1 437 624
Net financial income 1 925 656
Interest expense 529 294
Foreign currency losses - 181
Other financial expense 408 1 358
Total financial expenses 938 1 833
Net foreign currency gains/losses 225 (181)
NOK 1 000 2022 2021
Tax expense
Tax payable 14 017 13 471
Change in deferred tax 20 (20)
Correction of previous years (9) -
Tax credit (194) (175)
Less negative tax expense from discontinued operations 2 944 4 057
Total tax expense 16 777 17 333
Tax payable in the balance sheet:
Profit before tax 64 823 57 424
Permanent tax differences 1 287 (963)
Changes in temporary differences (6 623) 2 924
Tax losses carried forward (308) (190)
Total basis for tax payable 59 179 59 194
Tax payable 31 December 13 035 12 166
Tax paid in advance 79 (129)
Correction of previous years - 184
SkatteFUNN (808) (4 767)
Deduction of tax paid in Slovakia (194) (175)
Net tax payable 31 December 12 112 7 278
Taxes paid in advance is included in other current receivables.
Specification of the basis for deferred tax 2022 2021
Fixed assets (11 565) (13 867)
Current assets 1 (150)
Other temporary differences 756 (236)
Gain- and loss account 94 -
Other accruals (411) (1 217)
Tax losses carried forward - -
Remaining tax credit (8 749) (6 424)
Total (19 875) (21 893)
Deferred tax (4 388) (4 791)
Deferred tax recognised in the balance sheet (4 388) (4 791)
Note
8.
Financial income
and expenses
Note
9.
Taxes
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
52
NOK 1 000
2022
2021
Reconciliation of tax rate
Profit before tax
78 206
75 866
Tax calculated at the nominal corporation tax rate of 22%
17 205
16 691
Effect of change in the tax rate
-
-
Effect of differing tax rates for foreign subsidiaries
238
(39)
Effect of permanent differences
283
(212)
Effect of change in tax calculation previous years
-
-
Effect of other differences
(948)
894
Tax expense in profit and loss
16 777
17 332
Effective tax rate
(21.5%)
(22.8%)
NOK 1000, except earnings per share 2022 2021
Profit for the year 50 990 44 148
Average number of outstanding shares 80 852 80 688
Outstanding employee share options 2 895 2 110
Dilution effect of outstanding share options 107 399
Average number of shares including dilution 80 959 81 087
Earnings per share 0.76 0.73
Diluted earnings per share 0.76 0.72
Earnings per share incl. discontinued operations 0.63 0.55
Diluted earnings per share incl. discontinued operations 0.63 0.55
The average share price for 2022 calculated on the basis of the market closing price for the
Itera share on each trading day (except for days when no shares were traded when the bid
price has been used) was NOK 12.71.
Basic earnings per share calculations are based on the weighted average number of common
shares outstanding during the period, while diluted earnings per share calculations are per-
formed using the average number of common shares and dilutive common shares equivalents
outstanding during each period.
The share option exercise prices are NOK 12.50, NOK 13.50, NOK 13.91, NOK 11.46 and NOK
10.29 for 2022, 2021, 2020 (programme 2), 2020 (programme 1) and 2019 programmes,
respectively.
Intangible assets
Intangible assets (capitalised development costs) are primarily related to the development of
new concepts. These concepts are primarily related to contracts with fixed future income.
In 2022, costs of NOK 9.7 million (NOK 7.7 million) incurred in connection with the develop-
ment of products were capitalised. Expenditure incurred in connection with development work
relates principally to the salaries and personnel costs of the employees involved in developing
the concepts.
Note
10.
Earnings and diluted
earnings per share
Note
11.
Non-current assets
Note
9.
Taxes, cont.
ANNUAL REPORT 2022
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53
During 2021, Itera has capitalised NOK 17.8 million of development costs for a Cloud Centre
of Excellence (CCoE), of which NOK 8 million was direct services and purchases of goods from
external suppliers. The remaining amount was linked to own staff through a global interdisci-
plinary team that formed the basis for a new global business unit called Cloud & Application
Services (CAS).
Cloud & Application Services (CAS, formerly HCS) was launched on January 1, 2022, where
CCoE is the backbone for direct (architecture and automation, process and security, cloud
operations, managed workloads, migration services) and indirectly related services (support,
maintenance of the application lifecycle).
2022
NOK 1 000
Development
costs Software Sum
Acquisition cost
Accumulated at 1 January 60 095 4 698 64 793
Additions 9 657 117 9 773
Disposals - (1 325) (1 325)
Accumulated at 31 December 69 752 3 489 73 241
Amortisation
Accumulated at 1 January 26 418 3 545 29 963
Amortisation for the year 10 664 314 10 978
Amortisation for the year
related to discontinued operations - 116 116
Amortisation on disposals in the year - (1 002) (1 002)
Accumulated at 31 December 37 082 2 974 40 056
Book value
Book value at 1 January 33 675 1 154 34 826
Book value at 31 December 32 670 515 33 185
Estimated useful life 3-5 years 3-5 years
Amortisation plan linear linear
Prepaid expenses in 2021 includes a reclassification of the Group cloud-based ERP system
Dynamics 365. The expenses for configuring the software were classified as an intangible
asset in 2020. In accordance with IFRIC Update March 2021 MNOK 5.5 was moved to prepaid
expenses in 2021 as the criteria in IAS 38 were not met. The costs were capitalised as the
configuration and customisation services are not distinct from the SaaS agreement. The costs
are accrued over the terms of the service agreement, in total 5 years, the same time period as
the initial depreciation period for the asset.
Note
11.
Non-current assets,
cont.
ANNUAL REPORT 2022
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54
2021
NOK 1 000
Development
costs Software Sum
Acquisition cost
Accumulated at 1 January 42 054 9 506 51 560
Additions 23 372 1 924 25 297
Disposals (5 331) (6 732) (12 063)
Accumulated at 31 December 60 095 4 698 64 794
Amortisation
Accumulated at 1 January 24 594 2 742 27 336
Amortisation for the year 7 155 431 7 586
Amortisation for the year related to disc.op. - 560 560
Amortisation on disposals in the year (5 331) (188) (5 519)
Other changes - - -
Accumulated at 31 December 26 418 3 545 29 963
Book value
Book value at 1 January 17 458 - 24 225
Book value at 31 December 33 675 1 154 34 826
Estimated useful life 3-5 years 3-5 years
Amortisation plan linear linear
Property, plant and equipment
2022
NOK 1 000
Office
machinery &
equipment
Fixtures and
fittings Sum
Acquisition cost
Accumulated at 1 January 34 775 7 715 42 490
Additions 5 682 822 6 503
Disposals (5 217) (567) (5 785)
Translation differences (855) (293) (1 148)
Accumulated at 31 December 34 384 7 676 42 061
Depreciation
Accumulated at 1 January 22 719 4 041 26 760
Depreciation 6 169 1 503 7 672
Depreciation on disposals (4 049) (445) (4 493)
Translation differences (492) (177) (669)
Accumulated at 31 December 24 348 4 922 29 270
Book value
Book value at 1 January 12 056 3 674 15 729
Book value at 31 December 10 036 2 755 12 790
Estimated useful life 3 years 5–10 years
Depreciation plan linear linear
Note
11.
Non-current assets,
cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
55
Note
11.
Non-current assets,
cont.
Property, plant and equipment
2021
NOK 1 000
Office
machinery &
equipment
Fixtures and
fittings Sum
Acquisition cost
Accumulated at 1 January 29 358 6 793 36 151
Additions 6 468 1 025 7 492
Disposals (1 051) (102) (1 153)
Translation differences - - -
Accumulated at 31 December 34 775 7 715 42 490
Depreciation
Accumulated at 1 January 17 085 3 661 20 747
Depreciation 6 593 544 7 138
Depreciation on disposals (959) (103) (1 063)
Translation differences - (62) (62)
Accumulated at 31 December 22 719 4 041 26 760
Book value
Book value at 1 January 12 273 3 131 15 404
Book value at 31 December 12 056 3 674 15 729
Estimated useful life 3 years 5–10 years
Depreciation plan linear linear
The Group has leasing contracts in connection with its office premises and company cars and
until the discontinuation of its data centre operations on 31 March 2022 in its investments in
IT equipment related to its major IT hosting contracts.
The Group had a liability for rent of premises and company cars totalling NOK 31.5 million at
31 December 2022.
Rental agreements* Lease expiration
Office premises
Head office Oslo, Norway 30.06.2023
Bergen, Norway 30.04.2024
Bryne, Norway 30.06.2023
Fredrikstad, Norway 31.07.2027
Copenhagen, Denmark 30.06.2031
Kyiv, Ukraine 07.11.2025
Bratislava, Slovakia 16.03.2028
Company cars, Oslo, Norway 20.05.2025
* The Group has entered into short-term rental agreements for co-working space in Stockholm (Sweden), Brno
(Czech Republic), Lviv (Ukraine), Žilina (Slovakia) and Krakow (Poland).
Note
12.
Right-of-use assets
and lease liabilities
ANNUAL REPORT 2022
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56
Note
12.
Right-of-use assets
and lease liabilities,
cont.
Incremental borrowing rate
Date
Rate
Leased office premises at date of incorporation of IFRS 16, Norway 01.01.2019 2.72%
Leased office premises at date of incorporation of IFRS 16, Denmark 01.01.2019 1.17%
Leased office premises at date of incorporation of IFRS 16, Slovakia 01.01.2019 1.14%
Leased office premises, Slovakia 01.10.2021 0.95%
Leased office premises, Bergen, Norway 01.05.2021 1.76%
Leased office premises, Ukraine 07.12.2022 6.22%
Leased office premises, Fredrikstad, Norway 01.05.2022 2.77%
Leased company cars, Norway 01.05.2022 2.77%
Right-of-use assets
2022
Leased IT
equipment
Leased office
premises
and other Sum
Net value at 1 January 1 258 29 659 30 917
Additions - 10 789 10 789
Disposals (616) - (616)
Depreciation - (13 102) (13 102)
Depreciation related to discontinued operations (641) - (641)
Translation differences - 926 926
Net value at 31 December - 28 271 28 271
2021
Leased IT
equipment
Leased office
premises
and other Sum
Net value at 1 January 4 883 33 380 38 263
Additions - 13 849 13 849
Disposals (544) (6 670) (7 214)
Depreciation - (10 383) (10 383)
Depreciation related to discontinued operations (3 080) - (3 080)
Translation differences - (516) (516)
Net value at 31 December 1 258 29 659 30 917
Lease liabilities
2022
Future minimum lease payments are as follows
Leased IT
equipment
Leased office
premises
and other Sum
Up to 1 year - 9 912 9 912
1 to 5 years - 18 138 18 138
Over 5 years - 3 403 3 403
Future minimum lease payments - 31 542 31 542
Future interest up to 1 year - 737 737
Future interest 1 to 5 years - 1 054 1 054
Future interest over 5 years - 66 66
Discounted present value of future minimum lease
payments - 29 595 29 595
Of which
- current liabilities - 9 175 9 175
- non-current liabilities - 20 420 20 420
ANNUAL REPORT 2022
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57
Note
12.
Right-of-use assets
and lease liabilities,
cont.
2021
Future minimum lease payments are as follows
Leased IT
equipment
Leased office
premises
and other Sum
Up to 1 year 860 14 795 15 655
1 to 5 years 137 14 884 15 021
Over 5 years - 5 534 5 534
Future minimum lease payments 997 35 213 36 210
Future interest up to 1 year 13 480 493
Future interest 1 to 5 years 3 467 470
Future interest over 5 years - 49 49
Discounted present value of future minimum lease
payments 982 34 217 35 199
Of which
- current liabilities 847 14 316 15 163
- non-current liabilities 134 19 902 20 036
The total cash outflow relating to leases was NOK 15.54 million in 2022. The Group does not
have significant residual value guarantees related to its leases.
Sublease agreement
In 2021 the Group decided to sublease a part of the office premises in Kyiv, Ukraine until
30.11.2022. The sublease was terminated early in mid-June 2022 due to the invasion from
Russia.
In 2022 income from subleasing right of use assets was MNOK 1.7 (MNOK 2.3 in 2021).
Short term or low value lease agreements
The Group has other lease contracts with low value or short contract terms where the Group
has decided to not recognise lease liabilities or right-of-use assets. These leases are instead
expensed when they incur. Short term leases expensed in 2022 amounted to NOK 4.3 million.
Extension options and future agreements
Several of the Group’s lease agreements for rent of office premises include a right of renewal
which may be exercised during the last period of the lease term. The Group’s potential future
lease payments not included in the lease liabilities related to extension options is MNOK 2.6
(gross) at 31 December 2022.
On 31 December 2022, Itera entered into a renewal of its office facility agreement in Bryne,
Norway. Under the agreement, the offices will be significantly upgraded. The new agreement
will take effect from 1 July 2023 and last until 30 June 2028, with the option of an exit up to
two years earlier for a penalty. Itera also has the option to extend the lease term by two years.
Itera has also entered an agreement for a new head office in the city centre of Oslo, Norway.
The lease term is from 15 June 2023 to 31 May 2030 with an option to extend by another
three years. The estimated right-of-use asset related to the new head office is MNOK 49.
Variable lease payments
The Group has no variable lease payments.
Interest expense
The interest expense was MNOK 0.6 in 2022 compared to MNOK 0.8 in 2021.
ANNUAL REPORT 2022
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58
Significant changes in contract assets
NOK 1 000 2022 2021
Balance, beginning of period 1 120 1 196
Net additions arising from operations in the period 225 1 720
Amounts billed in period and thus reclassified to accounts receivables (1 121) (1 796)
Changes in impairment allowances - -
Balance, end of period 225 1 120
Significant changes in contract costs
NOK 1 000 2022 2021
Balance, beginning of period 4 035 6 851
Costs capitalised in the period - -
Amortisation (2 690) (2 816)
Impairment losses - -
Balance, end of period 1 345 4 035
Significant changes in contract liabilities
NOK 1 000 2022 2021
Balance, beginning of period 18 318 21 291
Increases due to cash received, excluding amounts recognised as
revenue during the period 13 762 15 084
Revenue recognised that was included in the contract liability balance at
the beginning of the period (17 240) (18 058)
Balance, end of period 14 840 18 318
Management expects that the remaining transaction price allocated to the unsatisfied contract
obligations as of 31 December 2022 will be recognised in the fiscal year 2023.
NOK 1 000 2022 2021
Gross accounts receivable at 31 December 98 971 76 242
Provision for bad debts - (150)
Net accounts receivable at 31 December 98 971 76 092
Aging of receivables Total Not due < 30 days
30–60
days
60–90
days > 90 days
Accounts receivable 2022 98 971 78 513 15 935 1 606 252 2 665
Accounts receivable 2021 76 092 63 764 8 850 2 882 559 37
Accounts receivable by currency 2022 % 2021 %
NOK 78 809 80% 67 684 89%
SEK - 0% - 0%
DKK 15 349 16% 8 153 11%
UAH 435 0% 255 0%
EUR 36 0% - 0%
ISK 4 342 4% - 0%
Sum 98 971 100% 76 092 100%
Note
13.
Contract assets,
contract costs and
contract liabilities
Note
14.
Accounts receivable
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59
Change in provisions for bad debts
NOK 1 000 2022 2021
Provision for bad debts at 1 January (150) (150)
Additional provisions 150 (216)
Used provisions - 216
Provision for bad debts at 31 December - (150)
Losses on accounts receivable are classified as operating expenses in the Consolidated
Income Statement. A loss of NOK 0.7k was recognised in 2022 versus NOK 216k in 2021.
Maximum credit risk is equivalent to the figure for net accounts receivable shown in the table
above.
NOK 1 000
Financial assets 2022 2021
Trade receivables 98 971 76 092
Cash and cash equivalents 41 934 37 457
Total 140 905 113 548
Financial liabilities 2022 2021
Long term leasing liabilities 20 420 20 036
Trade payables 16 760 18 846
Short term leasing liabilities 9 175 15 163
Total 46 353 54 045
There are no material differences between the recognised and fair value of financial assets
and liabilities.
NOK 1 000 2022 2021
Prepaid expenses 7 249 7 973
Other current receivables 5 412 4 822
Total 12 661 12 794
Prepaid expenses in 2021 includes a reclassification of the Group cloud-based ERP system
Dynamics 365. The expenses for configuring the software were classified as an intangible
asset in 2020. In accordance with IFRIC Update March 2021 NOK 5.5 million moved to pre-
paid expenses in 2021 as the criteria in IAS 38 were not met. The costs have been capitalised
as the configuration and customisation services are not distinct from the SaaS agreement.
The costs are accrued over the terms of the service agreement, in total 5 years, the same time
period as the initial depreciation period for the asset.
Note
15.
Financial assets and
financial liabilities
Note
16.
Other current assets
Note
14.
Accounts receivable,
cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
60
NOK 1 000 2022 2021
Cash and bank deposits 41 934 37 457
Restricted cash (11 974) (10 511)
Unrestricted cash and cash equivalents 29 960 26 946
Undrawn credit facilities 35 000 21 500
Cash reserve 64 960 48 446
Restricted cash include the employees’ tax withholdings.
Cash and cash equivalents per currency:
NOK 1 000 2022 2021
NOK 21 798 22 161
DKK 3 562 4 548
EUR 3 634 1 470
USD 10 251 6 247
Other 2 690 3 030
Cash and cash equivalents 41 934 37 457
The Group has a multi-currency cash-pool agreement with Danske Bank.
The overdraft facility agreement with Danske Bank has the following financial covenant:
* NIBD / EBITDA (net interest-bearing debt ratio) shall not be more than 2.25.
This key ratio is assessed as at December 31st each year and at the latest 120 days after
year-end.
The Group had no overdraft or borrowings from Danske Bank as at 31 December 2022.
As collateral for the line of credit, the bank has a pledge on the customer receivables of the
Norwegian subsidiaries.
Refer to note 25 for Alternative Performance Measures.
Share capital
Itera ASA’s share capital on 31 December 2022 was NOK 24,655,987,20 made up of
82,186,624 fully paid shares each with nominal value of NOK 0.30. All shares in Itera have the
same dividend and voting rights.
Ownership structure
At the close of 2022, Itera ASA had 2,042 (2,278 ) shareholders. Of these 6% (4%) were for-
eign shareholders. The company’s 20 largest shareholders owned 73 % (73%) of the compa-
ny’s shares at yearend.
Holdings of own shares
The Itera Group held 1,637,006 own shares at the start of 2022. The Group purchased
655,000 own shares in 2022. 680,404 own shares were used in connection with share option
programme and employee share purchase programme. The Itera Group held 1,611,602 own
shares at the end of 2022.
Note
17.
Cash and cash
equivalents
Note
18.
Shareholders
ANNUAL REPORT 2022
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61
Dividend
An ordinary dividend of NOK 0.20 per share (16.4 million) based on the 2021 result was paid
in June 2022. A supplementary dividend of NOK 0.30 per share (24.7 million) was paid in
November 2022. An ordinary dividend of NOK 0.30 per share (NOK 24.7 million) is proposed
based on the 2022 result. The Board will also ask for an authorisation to pay a supplementary
dividend later in the year.
20 largest shareholders in Itera ASA at 31 December 2022 Shares %
Arne Mjøs Invest AS 25 763 031 31.3%
OP Capital AS 4 605 242 5.6%
GIP AS 4 194 584 5.1%
Septim Consulting AS 3 150 000 3.8%
Eikestad AS 3 000 000 3.7%
Boinvestering AS 2 849 362 3.5%
Gamst Invest AS 2 572 570 3.1%
Jøsøyra Invest AS 2 200 000 2.7%
Itera ASA 1 611 602 2.0%
DZ Privatbank S.A. 1 600 000 1.9%
DNB Bank ASA 1 597 853 1.9%
Jon Erik Høgberg 1 144 356 1.4%
Aandestad Pangari AS 950 000 1.2%
Framar Invest AS 902 240 1.1%
Altea AS 700 000 0.9%
Jetund Gunnar Nyvang 650 000 0.8%
Lars Peter Jensen 630 800 0.8%
Morten Johnsen Holding AS 600 000 0.7%
Kim-Kjetil Grøsland 600 000 0.7%
Sober Kapital AS 540 786 0.7%
Total 20 largest 59 862 426 72.8%
Other shareholders 22 324 198 27.2%
Total all issued 82 186 624 100.0%
NOK 1 000 2022 2021
Holiday pay 25 972 22 912
Accrued wages and bonuses 24 484 25 682
Accrued other expenses 11 435 14 484
Total 61 891 63 078
Note
19.
Other current
liabilities
Note
18.
Shareholders, cont.
ANNUAL REPORT 2022
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62
Information on the exchange rates applied by the Itera Group in 2022.
1 Jan Average 31 Dec
SEK 0.97 0.95 0.95
DKK 1.34 1.36 1.41
EUR 9.99 10.09 10.51
UAH 3.10 3.39 3.69
USD 8.82 9.62 9.86
ISK 0.07 0.07 0.07
CZK 0.42 0.44
The Itera Group is exposed to financial risks such as: credit risk, liquidity risk, currency risk
and interest rate risk. The Group’s exposure to these risks is considered to be low. The Group
has established guidelines to manage its exposure to these risks. The main principle is to
minimise exposure to financial risks, and the Group accordingly holds no financial assets or
liabilities for speculative purposes.
The Group’s nearshore operations in Ukraine, Slovakia, the Czech Republic and Poland (under
establishment late 2022) exposes it to new risks, such as country risk, IT security risks and
the risk of corruption. Itera has a zero-tolerance policy on corruption.
Credit risk
Credit risk is the risk of financial loss to the Group’s receivables due from customers and other
short-term receivables. In order to manage this risk, the Group has established credit approval
procedures to evaluate the creditworthiness of all material counterparties The Group’s expo-
sure to credit risk is not dependent on individual customers but customers as a group. The
amount is examined as of every closing date. The provision is supported by historical credit
loss experience of trade receivables, adjusted as appropriate to reflect current conditions and
estimates of future economic conditions.
Information on the Group’s risk exposure in respect of accounts receivable is provided in note
14. The Group’s customers are private and public companies. The Group assesses the credit
worthiness of all new customers and periodically for existing customers.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they
fall due. The Group manages its liquidity in such a way as to ensure, as far as possible, that it
will always have sufficient liquidity to meet its liabilities when they fall due without incurring
unacceptable losses or risking damage to the Group’s reputation. The Group has established
an overdraft facility with its banking partner. See note 17 for further information.
In order to accommodate growth in the Group’s operational companies, lease financing con-
tracts have been entered into for major investments in software and hardware.
The amounts disclosed in the table below are the contractual undiscounted cash flows.
Note
20.
Exchange rates
Note
21.
Financial risk
management
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
63
NOK 1 000
Less than
6 months
6–12
months
1–5
years
Over
5 years Total
Balance at 31 Dec 2022
Accounts payable 16 760 - - - 16 760
Leasing liabilities 4 587 4 587 17 083 3 337 29 559
Balance at 31 Dec 2021
Accounts payable 18 846 - - - 18 846
Leasing liabilities 7 581 7 581 14 552 5 485 35 199
Currency risk
The Group is exposed to currency risk through its businesses in Sweden, Denmark, Iceland,
Ukraine, Slovakia, the Czech Republic and Poland. The exposure to currency risk is limited by
the fact that businesses in Sweden, Denmark and Iceland have revenue and costs in their local
currency, and in addition most borrowing is arranged within the Group. Of the Group’s total
revenue, 7% is in Danish kroner (DKK). A 10% change in the NOK exchange rate against DKK
would have a 0.7% effect on the Group’s revenue. The effect of currency deviation on financial
assets and liabilities denominated in non-functional currency is not material.
The Group’s Central and Eastern European companies operate in five different currencies:
USD, Euro, Czech koruna, Polish zloty and Ukrainian Hryvna. The main exposure is in USD,
which is the primary currency used in the Ukrainian operation. The Group has to a large extent
currency adjustment mechanisms in its agreements with customers to counteract its exposure
to US dollar and Euros, where service fees for distributed services are denominated in USD or
EUR and converted to Nordic currencies at the start of the monthly delivery period.
Interest rate risk
The Group is exposed to interest rate risk in relation to its bank deposits. The Group is also
exposed in connection with lease financing contracts and when drawing against the overdraft
facility. The Group does not hold any financial securities or other assets that have an inherent
interest rate risk. The effect on profit and loss of change in interest rate is insignificant.
Fair value
Itera does not have significant differences between fair value and book value in respect of
financial instruments, which mainly comprise accounts receivable and accounts payable,
other current receivables and other current liabilities and lease liabilities.
There were no other transactions between the Group and related parties in the period from 1
January to 31 December 2022 other than those described in note 2.
In accordance with previously communicated plans, Itera discontinued its data centre oper-
ations on 31 March 2022. The remaining business that had not already been migrated to the
cloud was sold to Move AS on 31 March 2022 with effect from 1 April 2022. All remaining
customer and supplier contracts related to Itera’s data centre operations were transported to
Move in the transaction. The segment is being reported as discontinued operations in the cur-
rent period. The results of the discontinued operations are presented in the income statement
as a single line item, separate from the continuing operations of the company.
Note
22.
Transactions with
related parties
Note
23.
Discontinued
operations
Note
21.
Financial risk
management, cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
64
The following table presents the results of the discontinued operation for the current and
comparative periods:
2022
2021
Revenue
7 340
40 106
Operating expenses
20 723
58 548
Operating profit
(13 383)
(18 442)
Income taxes
(2 944)
(4 057)
Net income
(10 438)
(14 385)
Net cash flow from operating activities
(13 260)
(17 083)
Net cash flow from investing activities
1 055
(166)
Net cash flow from financing activities
(982)
(6 358)
Net increase in cash generated by discontinued operations
(13 187)
(23 607)
The carrying amount of the assets and liabilities of the discontinued operation as of the date
of disposal was as follows:
31 March 2022
Lease contracts 1 049
Other assets 815
Net assets sold 1 863
Details of the sale of the segment:
2022
Cash received 1 055
Carrying amount of net assets sold 1 863
Net loss on sale before income tax (808)
Explanaition of restated income statement for 2021:
Reported in 2021
Discontinued
operations
Restated
2021
Revenues 633 062 40 106 592 956
Cost of goods and services 63 120 17 421 45 699
Salaries and personnel expenses 434 697 31 010 403 688
Depreciation and amortisation 28 467 3 885 24 582
Other operating and administrative expenses 48 176 6 232 41 944
Total operating expenses 574 460 58 548 515 912
Operating profit 58 602 (18 442) 77 044
Financial income 2 424 0 2 424
Financial expense 3 602 0 3 602
Net financial income (expenses) (1 178) 0 (1 178)
Profit before taxes 57 424 (18 442) 75 866
Income taxes 13 276 (4 057) 17 333
Net income
44 148 (14 385)
58 533
Note
23.
Discontinued
operations, cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
65
After the reporting period ended on 31 December 2022 and up to the date these consolidated
financial statements have been approved for issue, no events have been identified that require
disclosure.
In accordance with the guidelines issued by the European Securities and Markets Authority
on alternative performance measures (APMs), Itera publishes definitions for the alterna-
tive performance measures used by the company. Alternative performance measures, i.e.
performance measures not based on financial reporting standards, provide the company’s
management, investors and other external users with additional relevant information on
the company’s operations by excluding matters that may not be indicative of the company’s
operating result or cash flow. Itera has adopted non-recurring costs, EBITDA, EBITDA margin,
EBIT, EBIT margin and equity ratio as alternative performance measures both because the
company thinks these measures will increase the level of understanding of the company’s
operational performance and because these represent performance measures that are often
used by analysts and investors and other external parties.
EBITDA is short for earnings before interest, tax, depreciation and amortisation. It is calcu-
lated as profit for the period before (i) tax expense, (ii) financial income and expenses and (iii)
depreciation and amortisation.
EBITDA margin is calculated as EBITDA as a proportion of operating revenue.
EBIT is short for earnings before interest and tax and is calculated as profit for the period
before (i) tax expense and (ii) financial income and expenses.
EBIT margin is calculated as EBIT as a proportion of operating revenue.
Equity ratio is calculated as total equity as a proportion of total equity and liabilities.
NIBD/EBITDA ratio is calculated as the interest-bearing liabilities minus cash or cash equiva-
lents, divided by its EBITDA.
Note
24.
Subsequent events
Note
25.
Alternative perfor-
mance measures
ANNUAL REPORT 2022
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66
Contents
Itera ASA
Income statement 67
Statement of financial position 68
Statement of cash flows 70
General information and significant accounting principles 71
Note 1. Transactions with related parties 73
Note 2. Salaries, personnel expenses and other remuneration 73
Note 3. Pension 73
Note 4. Share-based remuneration 74
Note 5. Non-current assets 74
Note 6. Income from investments in subsidiaries 75
Note 7. Income taxes 75
Note 8. Shares in subsidiaries 76
Note 9. Balances between companies in the same group, including cash pool 76
Note 10. Restricted deposits 77
Note 11. Additional equity information 77
Note 12. Public taxes and duties payable 78
Note 13. Financial risk management 78
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Content CEO comment Board of Directors Our results
67
Income statement
Itera ASA 1 January – 31 December
NOK 1 000 Note 2022 2021
Sales revenue 1 54 183 46 395
Operating revenue 54 183 46 395
Salaries and personnel expenses 2,3,4 31 953 26 017
Depreciation and amortisation 5 1 194 1 602
Other operating expenses 2 27 837 21 580
Total operating expenses 60 984 49 199
Operating profit (loss) (6 801) (2 804)
Income from investments in subsidiaries 6 53 844 46 937
Interest income from companies in the same group 191 112
Other financial income 317 349
Interest expense to companies in the same group 1 152 210
Other financial expense 573 404
Net financial income 52 627 46 784
Profit before income tax 45 826 43 980
Income taxes 7 (47) (22)
Net profit for the year 45 873 44 002
Allocation of profit/loss:
To supplemental dividend 11 24 656 8 219
To ordinary dividend 11 24 656 16 437
To/from other equity 11 (3 439) 19 346
Total allocation 45 873 44 002
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68
Statement of financial position
Itera ASA 31 December
NOK 1 000 Note 2022 2021
ASSETS
Deferred tax assets 7 375 328
Intangible assets 5 363 592
Property, plant and equipment 5 927 1 756
Investment in subsidiaries 8 116 041 116 041
Total non-current assets 117 706 118 716
Receivables from group companies 9 9 085 4 579
Other receivables 5 460 6 477
Cash and cash equivalents 9, 10 19 982 23 249
Total current assets 34 527 34 305
TOTAL ASSETS 152 233 153 021
ANNUAL REPORT 2022
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69
Statement of financial position
Itera ASA 31 December
NOK 1 000 Note 2022 2021
EQUITY AND LIABILITIES
Share capital 11 24 656 24 656
Other paid-in capital 11 13 229 7 166
Own shares 11 (483) (491)
Total paid-in capital 37 402 31 331
Other equity 11 26 632 37 694
Total retained earnings 26 632 37 694
Total equity 64 033 69 025
Accounts payable 3 727 3 425
Tax payable 7 - -
Public fees payable 12 22 212 15 787
Liabilities to group companies 9 31 922 41 579
Proposed dividend 11 24 656 16 437
Other current liabilities 5 684 6 766
Total current liabilities 88 201 83 996
Total liabilities 88 201 83 996
TOTAL EQUITY AND LIABILITIES 152 233 153 021
Oslo, 27 April, 2023
The Board of Directors of Itera ASA
Morten Thorkildsen Marianne Killengreen Jan-Erik Karlsson
Chairman of the board Board member Board member
Gyrid Skalleberg Ingerø Siren Tønnesen Hans Joachim Trøbråten
Board member Board member Board member
(Employee elected) (Employee elected)
Arne Mjøs
Chief Executive Officer
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
70
Statement of cash flows
Itera ASA 1 January – 31 December
NOK 1 000 Note 2022 2021
Cash flow from operating activities
Profit before tax 45 826 43 980
Dividend and group contribution recognised but not paid 6 (53 844) (46 937)
Share option costs 333 154
Depreciation and amortisation 5 1 194 1 602
Change in accounts payable 302 426
Change in other accruals (856) (3 346)
Net cash flow from operating activities (7 045) (4 121)
Cash flow from investment activities
Purchases of property, plant and equipment and intangible assets 5 (137) (988)
Payments from group contributions and dividends from subsidiaries 46 937 53 406
Payments of liabilities to group companies (1 114) (1 117)
Payments of receivables from group companies 927 2 900
Net cash flow from investment activities 46 613 54 201
Cash flow from financing activities
Net change in group cash pool 144 (29 707)
Cash settlement of options contract 11 - (978)
Equity settlement of options contract 11 - 3 951
Payments for purchases of own shares 11 (9 086) (23 522)
Proceeds from sales of own shares 11 6 559 8 427
Dividend paid (40 451) (27 853)
Net cash flow from financing activities (42 835) (69 681)
Net change in cash and cash equivalents (3 267) (19 601)
Cash and cash equivalents as at 1 January 23 249 42 850
Cash and cash equivalents as at 31 December 19 982 23 249
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
71
General information
and significant
accounting
principles
General information
The accounts for Itera ASA have been prepared in accordance with the Accounting Act of
1998 and the generally accepted accounting principles in Norway (NGAAP). In cases where
the notes for the parent company are significantly different from the notes for the Group,
these are provided below. Reference is otherwise made to the information in the notes for the
Group.
Estimates and judgment
Preparing accounts in accordance with Norwegian Generally Accepted Accounting Principles
involves management making judgments, estimates and assumptions that influence the
accounting principles that are applied and the amounts that are reported for assets, liabilities,
revenue and costs. Actual amounts may vary from the estimated amounts. The estimates and
underlying assumptions used are evaluated continuously. Changes in accounting estimates
are recognised in the period in which the estimates are changed and in all future periods that
are affected by the changes.
Subsidiaries
Investments in subsidiaries are valued at acquisition cost less any write downs. Investments
are written down when impaired unless the impairment is regarded as temporary. Impairment
losses are reversed if the basis for the impairment loss is no longer present. Dividends, group
contributions and other distributions from subsidiaries are recognised in profit and loss on
the same date as they are recognised in the accounts of subsidiaries. If the distributions paid
by a subsidiary exceed the profit earned by the company during any given ownership period,
these are regarded as repayments of the investment and the carrying value of the investment
is reduced.
Currency
Transactions involving foreign currencies are translated into functional currency using the
exchange rates that are in effect at the time of the transactions. Gains and losses that arise
from the payment of such transactions and the translation of monetary items in foreign cur-
rencies at the rates in effect on the date of the balance sheet are recognised in the income
statement. The Company uses the Norwegian kroner (NOK) as both its functional and pres-
entation currency.
Share capital
Ordinary shares are classified as equity. Costs directly attributable to the issuance of ordinary
shares and share options are recognised as a deduction from equity, net of any tax effects.
Purchase of own shares
Where the Company purchases its own shares, the consideration paid, including any directly
attributable costs, is recognised as a change in equity. Own shares are presented as a reduc-
tion in equity, net of any tax effects. When the Company sells or reissues it own shares, the
consideration received is recognised as an increase in equity, and gains or losses arising from
such transactions are applied to retained earnings.
Intangible assets
Intangible assets are recognised on the balance sheet if it can be shown to be probable that
there will be future economic benefits attributable to the assets and their cost price can be
estimated reliably. Intangible assets are carried at cost price.
Tangible fixed assets
Tangible fixed assets are carried at acquisition cost less accumulated depreciation and accu-
mulated impairment losses. If the fair value of a tangible fixed asset is lower than its carrying
value and the impairment is not temporary, the asset is written down to fair value.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
72
Impairment
At each balance sheet date, the Company assesses whether there are objective indications
that assets may be impaired. Assets that are individually significant are tested for impairment
on an individual basis. The remaining assets are assessed collectively or in groups of assets
that share similar credit risk characteristics. All impairment losses are charged to profit and
loss. Impairment losses are reversed if the reversal can be objectively linked to an event that
occurs after the loss was recognised.
Pension plan
The Company has a defined contribution pension plan. The contributions are recognised as
salaries and personnel cost in the income statements as they incur.
Share-based remuneration
Employee share options at Itera give employees the right to subscribe to shares in Itera ASA
at a future point at a predetermined price (exercise right). This right is dependent on the
employee still being employed at the time of exercise. The value of share options is calculated
at grant date and expensed as a personnel cost over the vesting period. Options are normally
granted with a subscription price equal to the average share price over the thirty days prior to
the grant date. The social security tax costs associated with employees’ taxable benefits are
expensed as incurred over the accrual periods on the basis of the accrual rates and values at
the balance sheet date.
Operating revenue
The parent company’s operating revenue arises from the shared services it delivers through
its Group Functions in the accounting/finance, HR, IT and communication areas. Its revenue is
based on a cost-plus model and is recognised when the services are delivered.
Financial income and expense
Financial income comprises interest income from financial investments and group contri-
butions or dividends from subsidiaries. Group contributions and dividends are recognised in
profit and loss on the same date that they are recognised by the company from which they are
received. Financial expense comprises interest expense on borrowings.
Tax expense
Tax expense comprises both tax payable and changes in deferred tax. Tax expense is recog-
nised in the profit and loss account. Deferred tax assets and liabilities are calculated using
the liability method on a non-discounted basis and are calculated for all differences arising
between accounting values and tax values of assets and liabilities as well as for losses carried
forward. Deferred tax assets on net tax-reducing differences that have not been eliminated
and tax losses that are to be carried forward are recognised on the basis of expected future
earnings.
General
information
and significant
accounting
principles, cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
73
Itera has structured internal support processes in the areas of accounting/finance, HR, inter-
nal IT, quality management, security and communication as Group Functions. These functions
are part of Itera ASA and work with subsidiaries. The parent company invoices these subsid-
iaries on a cost-plus model. In 2022 Itera invoiced NOK 54.2 million (NOK 46.4 million) in
respect of these services.
NOK 1000
2022
2021
Salaries 24 174 21 123
Share option costs 333 154
Social security tax 3 304 3 079
Pension costs 974 912
Other personnel costs 3 168 749
Total salaries and personnel expenses 31 953 26 017
Average number of employees
23
22
For information on salaries and other remuneration of the executive management, see note 5
to the consolidated accounts.
Auditor
Analysis of remuneration paid to the auditor:
2022 2021
Statutory audit 506 241
Tax advice - -
Other services 29 4
Total fees paid to the auditor 535 245
Itera ASA operates a defined contribution pension scheme. The Company’s pension expense
is represented by the premiums paid, and totalled NOK 974k in 2022 (NOK 912k). The
Company’s pension scheme complies with the Norwegian Mandatory Occupational Pension
Act (OTP).
Note
Note
1.
Transactions with
related parties
Note
2.
Salaries, personnel
expenses and other
remuneration
Note
3.
Pension
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
74
Share option costs (including employer’s social security contributions) of NOK 326k were
expensed in 2022 (NOK -186k in 2021). See note 4 in the consolidated financial statements
for further information on share-based remuneration.
Note
4.
Share-based
remuneration
Pro-
gramme
Out-
standing
31.12.
2021
Issued
2022
Expired in
2022
Exercised
in
2022
Out-
standing
31.12.
2022
Fair
value when
issued
Exercise
price
1
)
Share
price
when
issued
2)
Date
of issue
Exercise
period
2020 120 000 - - - 120 000 NOK 2.07 NOK 11.46 NOK 11.46 02.07.2020 2024
2021 130 000 - - - 130 000 NOK 2.36 NOK 13.50 NOK 13.50 22.06.2021 2025
2022 - 120 000 - - 120 000 NOK 2.34 NOK 12.50 NOK 12.50 22.06.2022 2026
1) The exercise price is the average share price over the 30 days prior to the date the option is granted.
2) The exercise price is set at fair value on the date the option is granted. The company works on the basis that the exercise price is the same as the share
price on the date the option is granted and that the options do not have any intrinsic value on this date.
Programme No. of share options Interest rate Volatility Lifetime
2020 120 000 0.28% 43.2% 3.95 years
2021 130 000 1.06% 41.7% 3.98 years
2022 120 000 3.20% 44.2% 3.98 years
Total 370 000
NOK 1 000
Research
and
develop-
ment
Soft-
ware
Total
intan-
gible
assets
Office
machin-
ery &
equip-
ment
Fixtures
and
fittings
Total
property,
plant and
equip-
ment
Total
non-
current
assets
Acquisition cost
Accumulated at 1 January 1 918 1 459 3 377 2 511 3 908 6 419 9 796
Additions - - - 77 60 137 137
Disposals - - - - - - -
Accumulated at
31 December 1 918 1 459 3 377 2 588 3 968 6 555 9 933
Depreciation and
amortisation
Accumulated at 1 January 1 918 867 2 785 1 514 3 149 4 663 7 448
Depreciation and
amortisation - 229 229 507 458 965 1 194
Depreciation and
amortisation on disposals - - - - - - -
Accumulated at
31 December 1 918 1 096 3 014 2 021 3 607 5 628 8 642
Book value
Book value at 1 January
- 592 592 997 759 1 756
2 348
Book value at 31 December - 363 363 567 360 927 1 290
Estimated useful life
3-5 years 3-5 years 3-5 years 3-5 years
Depreciation plan
linear linear linear linear
Note
5.
Non-current assets
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
75
Itera ASA has recognised the following income in its annual accounts from its investment in its
subsidiaries:
NOK 1 000
Company name Dividend
Group
contribution Total
Itera Norge AS 22 000 - 22 000
Itera Offshoring Services AS 6 000 - 6 000
Compendia AS 8 000 - 8 000
Itera Aps 7 776 - 7 776
Cicero Consulting AS 200 7 092 7 292
Itera ehf 2 776 - 2 776
Total income from investment in subsidiaries 46 752 7 092 53 844
NOK 1 000 2022 2021
Tax expense for the year
Current tax on profit for the year - -
Change in deferred tax (47) (22)
Total tax expense for the year (47) (22)
Tax payable
Profit before tax 45 826 43 980
Permanent differences (46 039) (44 079)
Change in temporary differences 214 646
Utilisation of losses carried forward - (190)
Basis for current tax, taxable revenue - 357
Tax payable in the balance sheet - -
Specification of the basis for deferred tax
Fixed assets (1 680) (1 460)
Other temporary differences (24) (30)
Total temporary differences (1 705) (1 491)
Losses carried forward - -
Basis for deferred tax (1 705) (1 491)
Deferred tax asset (-) / Deferred tax liability (+) (375) (328)
Note
6.
Income
from investments
in subsidiaries
Note
7.
Income
taxes
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
76
Receivables from Group companies
NOK 1 000
Company name 2022 2021
Itera Norge AS 3 620 2 975
Itera ApS 893 217
Cicero Consulting AS 41 49
Compendia AS 182 217
Itera Offshoring Services AS 1 218 981
Itera ehf 3 131 140
Total 9 085 4 579
Receivables from group companies consist of group accounts receivables, receivables from
group companies relating to the group’s joint value added tax registration (see Note 12).
Liabilities to Group companies
NOK 1 000
Company name 2022 2021
Itera Norge AS 6 773 10 207
Compendia AS 5 019 11 700
Cicero Consulting AS 10 315 10 446
Itera ApS - 1 766
Itera Offshoring Services AS 9 815 7 460
Itera ehf - -
Total 31 922 41 579
Liabilities to group companies consist of bank deposits held by subsidiaries in group cash pool,
payables to group companies relating to the group’s joint value added tax registration and net of
receivables in relation to group contributions and dividends.
Note
9.
Balances between
companies in the
same group,
including cash pool
Note
8. Shares in subsidiaries
NOK 1 000
Registered
office
Share
capital
1)
Share
holding
Book value
1 Jan. Change
Book value
31 Dec.
Profit/Loss
in 2022
Equity in
2022
Itera Norge AS Oslo 1 000 100% 51 713 - 51 713 22 474 30 428
Itera Offshoring Services AS Oslo 200 100% 7 500 - 7 500 9 605 13 304
Cicero Consulting AS Oslo 200 100% 16 474 - 16 474 5 757 10 219
Compendia AS Bryne 182 100% 14 475 - 14 475 5 612 6 725
Itera Sverige AB
1)
Stockholm 100 100% - - - (692) 930
Itera ApS Copenhagen 1 424 100% 16 717 - 16 717 9 401 5 196
Itera ehf Reykjavik 34 100% 34 - 34 5 365 2 192
Itera Consulting Group Ukraine,
LLC Kyiv 7 125 100% 9 127 - 9 127 (966) 7 165
Total 116 041 - 116 041 56 556 76 270
1) Itera Sverige AB is owned by Itera Norge AS, with book value of NOK 1.3 million.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
77
Cash Pool
In the group’s cash pool, Itera ASA is responsible both for its own deposits/drawings and for
deposits/drawings made by the subsidiaries. The figures reported for bank deposits held by
Itera ASA in the balance sheet include deposits paid into the cash pool by the subsidiaries,
which are netted against the parent company’s drawings. The bank deposits held by the sub-
sidiaries in the cash pool are reported in the parent company accounts as liabilities to group
companies.
Itera ASA holds NOK 20.0 million (23.2 million) in cash and bank deposits, of which NOK 1.0
million (NOK 0.9 million) is on restricted accounts for payment of payroll tax deductions.
NOK 1 000
Share
capital
Own
shares
Other
paid-in
capital
Other
equity
Total
equity
Equity at 1 January 2021 24 656 (381) (3 981) 40 441 60 735
Net income for the period - - - 44 002 44 002
Share option costs - - 154 - 154
Cash settlement of options contract - - (978) - (978)
Sale of own shares - 223 8 205 - 8 427
Employee share purchase programme - (518) - (23 005) (23 522)
Equity settlement of options contract - 185 3 766 - 3 951
Ordinary dividend - - - (16 437) (16 437)
Supplementary dividend - - - (7 307) (7 307)
Equity at 31 December 2021 24 656 (491) 7 166 37 694 69 025
Net income for the period - - - 45 873 45 873
Share option costs - - 333 - 333
Cash settlement of options contract - - - - -
Sale of own shares - 204 6 355 - 6 559
Employee share purchase programme - (197) (625) (8 265) (9 086)
Equity settlement of options contract - - - - -
Ordinary dividend - - - (24 656) (24 656)
Supplementary dividend - - - (24 656) (24 656)
Dividend own shares - - - 642 642
Equity at 31 December 2022 24 656 (483) 13 229 51 288 64 033
See note 4 and 18 in the consolidated financial statements for further information on share-
based remuneration and share capital.
Note
10.
Restricted deposits
Note
11.
Additional equity
information
Note
9.
Balances between
companies in the
same group,
including cash pool,
cont.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
78
The Norwegian companies in the group are jointly registered for value added tax and other
taxes and duties, and accordingly the figures reported for public taxes and duties payable
include value added tax payable by the other Norwegian companies in the group. The total
VAT liability is included in the parent company accounts but is offset by intragroup receivables
due from subsidiaries.
The Group is exposed to various financial risks, such as credit risk, liquidity risk, currency risk
and interest rate risk. These risks are regarded as low. The Group has established procedures
for managing these risks. The main principle is to minimise the level of financial risk, and the
Group on this basis holds no assets or liabilities for speculative purposes. See note 21 to the
group accounts for further information on financial risk management.
Note
12.
Public taxes and
duties payable
Note
13.
Financial risk
management
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
The Board of Directors and the CEO have today approved the annual report and annual accounts
of theItera ASA group and the parent company for the 2022 calendar year and as at 31 December
2022(2022 Annual Report).
We confirm that, to the best of our knowledge:
• The consolidated accounts have been prepared in accordance with the IFRS and related interpreta-
tions as approved by the EU and with the additional Norwegian disclosure requirements pursuant to
the Norwegian Accounting Act as in effect at 31 December 2022.
• The annual accounts of the parent company have been prepared in accordance with the Norwegian
Accounting Act and Norwegian Generally Accepted Accounting Principles as in effect at 31 December
2022.
• The annual report of the group and the parent company, including the statements on corporate
governance and on corporate social responsibility, has been prepared in accordance with the require-
ments of the Norwegian Accounting Act and Norwegian Accounting Standard No. 16 as in effect at 31
December 2022.
• The information contained in the accounts provides a true and fair view of the group’s and the parent
company’s assets, liabilities, financial position and earnings taken as a whole at 31 December 2022.
• The annual report of the group and the parent company provides a true and fair view of:
– the developments, earnings and financial position of the group and the parent company
– the principal risk and uncertainty factors facing the group and the parent company
Oslo, 27 April 2023
The Board of Directors and the CEO of Itera ASA
Statement by the Board
of directors and the CEO
Morten Thorkildsen Marianne Killengreen Jan-Erik Karlsson
Chairman of the board Board member Board member
Gyrid Skalleberg Ingerø Siren Tønnesen Hans Joachim Trøbråten
Board member Board member Board member
(Employee elected) (Employee elected)
Arne Mjøs
Chief Executive Officer
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Itera ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Itera ASA, which comprise:
● the financial statements of the parent company Itera ASA (the Company), which comprise the
statement of financial position as at 31 December 2022, the income statement and
statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies, and
● the consolidated financial statements of Itera ASA and its subsidiaries (the Group), which
comprise the statement of financial position as at 31 December 2022, the statement of
comprehensive income, statement of changes in equity and statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, and its financial performance and its cash flows for the year then ended in
accordance with Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
● the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, and its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 5 years from the election by the general meeting of the
shareholders on 22 May 2018 for the accounting year 2018.
ANNUAL REPORT 2022
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. The Group’s business activities are largely
unchanged compared to last year. We have not identified regulatory changes, transactions or other
events that qualify as new key audit matters. Recognition of revenue contains the same characteristics
and risks as last year and consequently has been an area of focus also for the 2022 audit.
Key Audit Matters
How our audit addressed the Key Audit Matter
Recognition of revenue
The Group’s revenue for the year ended 31
December 2022 amounted to NOK 7
35 840
thousand.
The majority of the Group’s revenue is
derived from the transfer of services over
time, but some are also point in time
contracts. Revenue from subscription
contracts are recognized over the contract
period, in accordance with IFRS 15.
We considered recognition of revenue to be a
key audit ma
tter because revenue makes a
material part of the financial statement.
Additionally, there is an inherent risk of error
due to the significant number of transactions
and underlying data involved, and because
recognition of revenue sometimes is complex.
Refer to
notes 2 to the financial statements,
and the summary of significant accounting
policies for further details, as well as an
explanation of the accounting principles
r
elated to revenue recognition.
We obtained an understanding of the revenue
recognition process
through interviews with
management and reviews of the Group’s process and
policy documentation.
We evaluated management’s
policies for revenue
recogni
tion and whether they were in accordance with
IFRS 15.
For a sample of contracts, we also tested the
application of
management’s accounting policies.
We identified, assessed
and tested the design and
operating effectiveness of management’s internal
controls over revenue recognition which includes
change of data in the Group’s billing system to test the
accuracy and validity of revenues.
We traced a sample of sales transacti
ons to supporting
documentation to
test the accuracy, validity and cut-off
of revenues. Based on our understanding of the
standard flow of revenue transactions, we also
performed analytical procedures to further test the
accuracy and validity of the tran
sactions. Our
procedures included comparing booked revenues
throughout the year to receipts of payments.
We noted no significant deviations as a result of our
audit procedures.
We considered the Group’s disclosures about revenue
recognition in note 2 to the financial statements and the
summary of significant accounting policies and found
them to be appropriate.
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
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Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
● is consistent with the financial statements and
● contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation and true and fair view of the consolidated financial
statements of the Group in accordance with International Financial Reporting Standards as adopted
by the EU, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern. The financial statements of the Company use the going concern basis of accounting insofar
as it is not likely that the enterprise will cease operations. The consolidated financial statements of the
Group use the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
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● identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
● obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
● evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
● conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
● evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
● obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
ANNUAL REPORT 2022
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Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Itera ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name “Itera ASA ESEF-2022-12-31-en”, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to
Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 27 April 2023
PricewaterhouseCoopers AS
Jone Bauge
State Authorised Public Accountant
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
The objective of Itera ASA (the Company) is to ensure its shareholders a competitive return in the form
of dividends and higher share price in comparison with alternative investments.
Shareholder policy
Itera endeavours to ensure shareholders a competitive return on their investment in the form of a higher
share price and dividends. The share price shall reflect the Company’s earnings and underlying values.
Open communication and equally treatment of the shareholders shall contribute to increased share-
holder values and trust among investors.
Investor information
Itera ASA was listed on the Oslo Stock Exchange (OSE) on 27 January 1999 under the ticker code ITE,
which in 2020 was changed to ITERA. The Company shall treat all shareholders equally concerning
information which may affect the market value of the shares. All information of relevance for the share
price is published via the notification system of the Oslo Stock Exchange as well as on the Company’s
website www.itera.no, to ensure such information is made available to all stakeholders simultaneously.
The quarterly reports are also made available on Itera’s website in the form of online webcasts. The
shares have been assigned the ISIN NO 0010001118, and the Company’s organisation number at the
Norwegian Brønnøysund Regis¬ter Centre is NO 980 250 547.
Share capital
Itera ASA’s share capital at 31 December 2021 was NOK 24,655,987 made up of 82,186,624 fully paid
shares each with nominal value of NOK 0.30.
All shares have the same voting rights at the General Meeting.
Shareholders
As of 31 December 2022, Itera had 2,042 (2,178) shareholders. At year-end, 6% (6%) of the Company’s
shares were owned by foreign investors. The Company’s twenty largest investors owned 73% (73%) of
the Company’s shares.
Dividend
During 2022, dividends of NOK 0.50 (0.35) per share were paid, for a total of NOK 41.1 (27.9) million.
Share price
The Itera share price opened the year at NOK 15.25 and closed at NOK 13.20, corresponding to a
change of -13%, or -10% including dividend payments in the period. The highest share price during the
year was NOK 15.25 and the lowest price was NOK 10.50. Itera had a market value corresponding to
MNOK 1,085 (1,253) million at 31 December 2022.
Share option schemes
The Company has established option programmes for key personnel. Current share option programmes
were implemented in 2019, 2020, 2021 and 2022. There were 2,745,000 outstanding share options at
year-end. Reference is also made to Note 4 to the Consolidated Financial Statements.
Major shareholders
For major shareholders, see note 18 in the consolidated accounts.
Shares and shareholders
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
Revenue
EBITDA
EBIT
0
100
200
300
400
500
600
700
800
202220212020
NOK million
0
20
40
60
80
100
120
202220212020
NOK million
0
10
20
30
40
50
60
70
80
202220212020
NOK million
Employees
EBITDA margin
EBIT margin
0
100
200
300
400
500
600
700
202220212020
Number
0
5
10
15
20
202220212020
%
0
2
4
6
8
10
12
14
202220212020
%
Bank deposits
Cash flow
Equity ratio
0
10
20
30
40
50
60
70
202220212020
NOK million
0
20
40
60
80
100
120
202220212020
NOK million
0
5
10
15
20
25
202220212020
%
Development 2020–2022
(continuing operations)
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
Quarterly development 2020–2022
(continuing operations)
Revenue
Employees
0
50
100
150
200
250
Q4Q3Q2Q1
0
100
200
300
400
500
600
700
800
2022
2021
2020
Q4Q3Q2Q1
NOK million End of period
EBITDA
EBITDA margin
0
5
10
15
20
25
30
35
2022
2021
2020
Q4Q3Q2Q1
0
5
10
15
20
25
2022
2021
2020
Q4Q3Q2Q1
NOK million %
EBIT
EBIT margin
0
5
10
15
20
25
30
20222021
2020
Q4Q3Q2Q1
0
2
4
6
8
10
12
14
16
18
2022
2021
2020
Q4Q3Q2Q1
NOK million %
ANNUAL REPORT 2022
Content CEO comment Board of Directors Our results
Arne Mjøs
CEO
Mobile +47 905 23 172
arne.mjos@itera.com
Bent Hammer
CFO
Mobile +47 982 15 497
Itera ASA
Telephone +47 23 00 76 50
Nydalsveien 28
P. O. Box 4814 Nydalen
0422 Oslo, Norway
www.itera.com
Make a
difference
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