Realizing the  
underlying value  
2021  
Annual  
Report  
 
Otello Corporation ASA - Annual Report 2021  
Table of contents  
04 Realizing the underlying value  
06 CEO Letter  
08 Shareholder information  
12 Representation of Board of Directors  
14 Report from the Board of Directors  
34 Otello Group financial statements  
90 Parent company financial statements  
118 Auditor’s report  
124 Declaration of executive compensation policies  
130 Principles of corporate governance  
 
Time for a new journey  
10 FEB  
Bemobi IPO successfully completed  
Bemobi Mobile Tech S.A. (“Bemobi Brasil”), the  
parent company of Otello’s activities in Brazil  
and internationally was successfully listed on  
the Bovespa stock exchange in Brazil, February 9,  
2021, and had its first day of trading on Febru-  
ary 10, 2021, on the São Paulo stock exchange  
(“Secondary Greenshoe”) under the ticker symbol  
“BMOB3”. The price was set of R$22.00 per  
common share for its Initial Public Offering (IPO),  
determined after completion of the bookbuilding  
process. Following the successful IPO of Bemobi  
on Bovespa in Brazil, Otello Corporation ASA is  
now a major shareholder in Bemobi Brazil with  
an ownership below 50%. Consequently, Bemobi  
financials will not be consolidated into Otel-  
lo’s accounts going forward but will be booked  
according to the equity method. Before the IPO,  
the Company was directly controlled by Bemobi  
Holding AS, whose shares are totally owned by  
Otello Corporation ASA, a holding company listed  
on the Oslo Stock Exchange.  
29 APR  
AdColony sold to Digital Turbine  
AdColony was sold to Digital Turbine for a total  
estimated consideration of $400 million and the  
acquisition went through on the 29th April 2021.  
The acquisition of AdColony, a leading mobile  
advertising platform servicing advertisers and  
publishers with a reach of more than 1.5 billion  
monthly global users, was integral to Digital  
Turbine's expressed strategy to provide a com-  
prehensive media and advertising solution for  
Digital Turbine's operator and OEM partners,  
while enriching the mobile experience for end  
users by delivering highly relevant content.  
AdColony's proprietary video technologies and  
rich media formats are widely viewed as best  
-in-class technology delivering industry-leading  
third-party verified viewability rates for well-  
known global brands. We are big believers in  
AdColony, its people and its products, but also  
see the need to participate in a consolidating  
market where bigger is better and we believe  
that Digital Turbine, with its massive user base,  
extensive global relationships and distribution,  
will be uniquely positioned to benefit via the  
seamless integration of AdColony’s mobile video  
advertising expertise and global brand advertiser  
awareness. The combination will yield a high-  
ly-differentiated and more vertically-integrated  
solution for the mobile advertising industry. We  
look forward to joining Digital Turbine to help  
navigate this innovation.  
Realizing the  
underlying value  
Realizing the underlying value is not only this year’s con- and mobile gaming. It is all about the digital and mobile  
cept for the Annual Report, but It also reflects Otello’s life we are living. Emerging markets are getting better  
financial year of 2021. The financial year was marked by availability and connectivity to the world due to our  
two major events in the beginning of the year with the technology. We believe that our long-term strategy has  
listing of Bemobi on the Bovespa stock exchange in Brazil been working well and that we can now start to climb  
(in February) and the sale of AdColony to Digital Turbine new mountains. This past year, we are more than happy  
(in April). Just like 2020, we were hit hard by Covid-19 in to have climbed the mountain after periods in the val-  
2021 as emerging markets were struggling, but we man- ley. Otello as a brand and a company ended 2021 with a  
aged to realize the underlying value of our company.  
turnaround complete and with growth, and to make sure  
we are ready for the future, we are eager to continue the  
Over the past years, we have been on a journey where journey we are on.  
Otello has been taking a lead within mobile advertising  
4
Otello Corporation ASA - Annual Report 2021  
 
CEO Letter  
In 2021, Otello competed two very significant transac- two companies have been able to offer a highly differ-  
tions, and is now positioned to return cash to its share- entiated and more vertically integrated solution for the  
holders and maximize the value of its remaining asset.  
mobile advertising industry.  
FINANCIAL OVERVIEW  
Successful listing of Bemobi in Brazil  
Due to the sale of AdColony, Otello is treating that busi- In February 2021, Bemobi went public on an oversubscribed  
ness as discontinued operations for 2021. The separate listing on the Bovespa in Brazil. As part of the listing, Otel-  
listing of Bemobi resulted in Otello’s ownership falling lo received a net share proceeds payment of $37 million,  
below 50%. Thus, Otello is no longer consolidating Be- dividend of $28 million and $6 million as part of utilization  
mobi into the Otello P&L and is rather using the equity the green shoe offering. Otello remains Bemobi’s largest  
method. As a result of these transactions Otello has also shareholder with 36% and is a firm believer in its pros-  
been reducing its overall headcount and expenses which pects. The proceeds from the IPO will enable Bemobi to  
was down 39% in 2021 vs 2020.  
capitalize on its unique position in the market both or-  
ganically and through strategic activities. In 2021 Bemobi  
The listing of Bemobi and the sale of AdColony both con- completed two acquisitions: the payment platform M4U  
tributed to very strong cashflow in 2021 as well as en- and Tiaxa which provides microfinance solutions.  
abling the company to repay all its interest-bearing debt.  
During 2021, Otello purchased 36,500,470 treasury shares FUTURE  
for $132.6 million which was subsequently cancelled to Otello has, as a result of the transactions above and  
return cash to shareholders. As of the end of January proceeds received, repaid all its debt, and launched and  
2022, Otello got paid the final earn-out payment from completed three share buyback programs accessible to  
Digital Turbine relating to the sale of AdColony, which all shareholders. Going forward, Otello’s goal is to max-  
bolstered the cash position to over $270m and a balance imize the value of its remaining asset, Bemobi, and ag-  
sheet without any meaningful liabilities or debts.  
gressively return the cash to shareholders, most likely  
through a combination of share buybacks and dividends.  
Sale of AdColony to Digital Turbine  
In 2021, Otello entered and closed an agreement with  
Digital Turbine to sell AdColony, and after settling the  
earnout the total consideration was $404.5 million, in-  
cluding a normalized amount of working capital and $19  
million in cash. Digital Turbine will be a great home for  
AdColony due to its massive user base, extensive glob-  
al relationships, and distribution. We have seen that the Lars Boilesen  
Otello Corporation ASA - Annual Report 2021  
7
 
INVESTOR RELATIONS POLICY  
Communication with shareholders, investors and ana-  
lysts, both in Norway and abroad, is a high priority for  
Otello. The company’s objective is to ensure that the  
financial markets have sufficient information about the  
company in order to be able to make informed decisions  
about the company’s underlying value. Otello arranges  
regular presentations in a range of jurisdictions and  
holds frequent meetings with investors and analysts.  
Investor Relations  
KPI [2017-2021]  
2017  
2018  
2019  
2020  
2021  
Revenue ($ million)  
419.0*  
13.5*  
6.7*  
275.4  
9.4  
240.7  
19.4  
259.0  
23.4  
19.1  
0.1  
(6.3)  
4.8  
Adjusted EBITDA ($ million)  
Operating cash flow ($ million)  
(0.2)  
(0.2)  
*Excluding the consumer, TV and SurfEasy businesses  
32.5%  
U.K.-based  
accounts  
33.9%  
Norway-based  
accounts  
8.5%  
Sweden-based accounts  
7.5%  
U.S.-based accounts  
7.4%  
Belgium-based accounts  
10.4%  
Accounts based elsewhere  
2020  
Country breakdown shareholders:  
Norway-based accounts  
U.K.-based accounts  
2021  
34.9 %  
45.0 %  
4.9 %  
4.6 %  
4.6 %  
6.0 %  
33.9 %  
32.5 %  
8.5 %  
7.5 %  
Sweden-based account  
U.S.-based accounts  
Belgium-based accounts  
Accounts based elsewhere  
7.4 %  
10.4 %  
Adjusted EBITDA represents EBITDA excluding stock-based  
compensation expenses, impairment and expenses  
LARGEST SHAREHOLDERS at December 31, 2021  
Shares  
GOLDMAN SACHS INTERNATIONAL  
OTELLO CORPORATION ASA  
BANK OF AMERICA N.A.  
19.0 %  
10.0 %  
7.3 %  
CITIGROUP GLOBAL MARKETS LTD  
VERDIPAPIRFONDET DNB TEKNOLOGI  
CITIGROUP GLOBAL MARKETS LTD  
AREPO AS  
THE BANK OF NEW YORK MELLON SA/NV  
SKANDINAVISKA ENSKILDA BANKEN AB  
SKANDINAVISKA ENSKILDA BANKEN AB  
5.8 %  
5.5 %  
5.0 %  
4.6 %  
4.5 %  
3.3 %  
3.2 %  
Company  
Analyst  
Telephone  
Arctic Securities ASA Henriette Trondsen  
DnB NOR Markets  
ABG Sundal Collier  
+47 21 01 32 84  
+47 24 16 91 43  
Christoffer Wang Bjørnsen  
Aksel Øverland Engebakken +47 22 01 61 11  
VERDIPAPIRFONDET NORDEA NORGE VERD  
3.1 %  
 
Executive Team  
Otello Corporation ASA  
Lars Boilesen  
Chief Executive Officer  
Lars Boilesen is the Chief Executive Officer at Otello Cor-  
poration ASA, a position he has held since 2010. Lars has  
extensive experience in the software and tech industry  
and has held executive positions in various corporations  
prior to joining Otello. He was Executive Vice President  
of Sales & Distribution at Opera Software ASA from 2000  
to 2005 and served on the Board of Directors of Opera  
Software ASA from 2007 to 2009.  
Petter Lade  
Chief Financial Officer  
From 2005-2008 he was Chief Executive Officer for the  
Nordic and Baltic Region at Alcatel-Lucent. Lars start-  
ed his career in the LEGO Group as Sales and Marketing  
Manager for Eastern Europe. After that, he headed the  
Northern Europe and Asia Pacific markets for Tandberg  
Data. He currently serves as the Chairman of the Board  
of Directors of Bemobi Mobile Tech S.A and as a Director  
for Norwegian Air Shuttle ASA and Airthings ASA.  
Petter Lade was appointed Chief Financial Officer in Jan-  
uary 2017. He is responsible for the financial management  
of the Group and oversees financial planning and analy-  
sis, treasury, M&A and investor relations. Petter comes  
from the position as Director, IR & Corporate Develop-  
ment and has held several key roles within controlling,  
M&A and IR since joining Otello in 2006.  
Lars holds a Bachelor’s Degree in Business Economics  
from Aarhus Business School, and postgraduate diploma  
from Kolding Business School.  
Before joining Otello, Petter was Finance & Commercial  
Consultant at Dell EMEA and responsible for the finan-  
cial and commercial element for pan-EMEA or Global  
Dell Managed Services (DMS) deals. Prior to that, Petter  
worked as Business Controller/Bid Analyst for Dell Nor-  
way. He began his career with Verdens Gang (Schibsted)  
as a controller.  
Petter obtained a Siviløkonom degree (four year program  
in economics and business administration consisting of  
three years at bachelor level and one year at master lev-  
el) from BI Norwegian Business School.  
10  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 11  
 
ANDRÉ CHRISTENSEN CHAIRMAN  
The Board of Directors  
Otello Corporation ASA  
André Christensen  
Chairman  
ership structures. She has substantial experience with  
transactions and works regularly for reputable financial  
and industrial clients in Norway and abroad. Birgit holds  
André Christensen has extensive strategic and opera- a Master in law from the University of Bergen, Norway.  
tional experience from the Media, Internet, and High  
Tech industries across Europe, North America and Asia Maria Borge Andreassen  
from the last 25 years. He is currently the CEO and Board Member  
Founder of the IPTV/OTT entertainment platform pro-  
BIRGIT MIDTBUST BOARD MEMBER  
MARIA BORGE ANDREASSEN BOARD MEMBER  
LIN SONG BOARD MEMBER  
vider Firstlight Media based in Toronto/Los Angeles/ Maria Borge Andreassen is Commercial Director in Jernia  
Chennai. Prior to this he headed product development AS, a specialist retailer chain in Norway with approximately  
for AT&T Entertainment Group following the acquisi- 130 stores. She is leading the departments responsible for  
tion of Quickplay Media where he was the COO and space, category strategy and sourcing. Before that, Maria  
co-owner. He has also been the SVP Business Operations was part of the Executive Team in Europris, the largest dis-  
and Strategy at Yahoo globally after 12 years with McK- count variety retailer in Norway and listed on the Oslo Stock  
insey & Company as a partner establishing and leading Exchange. In her position as the Director of Strategy and  
the Business Technology practice in Canada as well as Business Development, Maria was responsible for the over-  
the Global Operating Model service line worldwide. Mr. all strategy, including project portfolio, new growth initia-  
Christensen currently holds a board position with Inter- tives, OMNI channel strategy, digital roadmap and sustain-  
media in Sunnyvale. He has a MSc/DiplKfm degree from ability. Prior to joining Europris, Maria served as Marketing  
Anooj Unarket  
Lin Song  
Board Member  
Board Member  
Anooj Unarket is a Senior Member at Sand Grove Capital Lin Song is the Co-CEO at Opera Limited, a NASDAQ  
Management. Prior to Sand Grove’s inception in 2014, from listed company, and a former employee of Otello from  
2010-2014, he was a Partner and Analyst in the Event Driv- its’ former days as Opera Software ASA, beginning at  
en division at Cheyne Capital investing in event driven sit- the company in 2002. Lin Song has been responsible for  
uations across the capital structure. Prior to Cheyne Cap- various high-profile projects at Opera, including hold-  
ital, from 2007-2010, he was a member of the European ing the position of Director of Delivery and Engineering  
Mezzanine team at GSC Group sourcing and analysing in- in APAC. Prior to Opera’s browser and consumer busi-  
vestments in subordinated private debt in sub-investment ness being privatized and later listed on the NASDAQ,  
gradecompaniesthroughoutEurope.Hebeganhiscareerin Lin Song served as its COO responsible for business  
2005 at Merrill Lynch as an Analyst in the TMT investment operations, and since the listing has become the Co-  
banking team based in London. He graduated in 2005 with CEO of the company. He graduated in 2004 from the  
an MA (Hons) in Economics from Trinity College, University University of International Business and Economics in  
University of Mannheim, Germany.  
and Innovation Director in the central unit and as Corporate  
Business Advisor to the President and CEO of Orkla ASA, the  
leading Nordic based branded consumer goods company.  
She held internal board positions and started many new  
growth initiatives. Maria started her career as a consultant  
Birgit Midtbust  
Board Member  
Birgit Midtbust is a senior lawyer in Advokatfirmaet in McKinsey & Company, Inc., where she worked with strat-  
Schjødt AS, the largest law firm in Norway, and a member egy and organizational topics, and served clients in many  
of their M&A and Capital Markets department. She joined industries in Scandinavia, UK and South Africa. Maria holds  
the firm in 2007, and specializes in acquisitions and sales an MBA from INSEAD and a Bachelor in Business Adminis-  
of companies, mergers, investment structures and own- tration from the University of Strathclyde.  
of Cambridge.  
Beijing, China.  
12  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 13  
 
RBepoortafrormdthe of Directors  
2021 was a transformational year for Otello, where we Corporate Costs  
successfully completed a separate listing of Bemobi in Corporate costs comprise primarily i) costs related to  
Brazil and sold our AdColony business to Digital Turbine. personnel working in functions that serve the Group  
Bemobi has seen several years of profitable growth and as a whole, including CEO, Board of Directors, corporate  
by raising additional proceeds Bemobi can further ac- finance and accounting, legal, HR and IT, and ii) certain  
celerate this growth through M&A. In Bemobi, Otello re- costs related to business combinations  
mains the biggest shareholder and is positive about the and restructuring processes.  
prospects of the business. Bemobi has recently signed  
two acquisitions which are expected to nearly double FINANCIAL SUMMARY  
the revenue for the company. Otello will have an op-  
portunistic view on its financial investment in the com- Income statement (Continuing operations)  
pany. The turnaround in AdColony continued to bear Due to the sale of AdColony, Otello is treating that busi-  
fruit and we delivered revenue well above our guidance ness as discontinued operations for 2021. The separate  
for 2020 despite the negative impact from Covid-19. listing of Bemobi resulted in Otello’s ownership falling be-  
The turnaround and return to growth was noted in the low 50%. Thus, Otello is no longer consolidating Bemobi  
mobile advertising space and Otello elected to sell Ad- into the Otello P&L and is rather using the equity method.  
Colony to Digital Turbine in an all-cash deal of around  
$400 million.  
Otello’s operating revenues were $0.1 million in 2021 (2020:  
$0.1 million), as both Bemobi and AdColony were treated  
Otello has, as a result of the transactions above and pro- as discontinued operations. Operating expenses, excluding  
ceeds received, already repaid all our debt, and launched impairment and restructuring expenses, decreased by 39%  
and completed several rounds of share buybacks accessi- to $9.3 million (2020: $15.2 million), with a slight increase in  
ble to all shareholders. Going forward, the goal is to max- payroll expenses more than offset by significantly lower  
imize the value of our remaining assets and aggressively stock-based compensation expenses. Otello delivered Adj  
return cash to shareholders, most likely through a combi- EBITDA (excluding impairment and restructuring expens-  
nation of share buybacks and dividends.  
es) of -$6.3 million (2020: -$5.1 million).  
COMPANY OVERVIEW  
A loss before income taxes (including impairment and re-  
Otello Corporation ASA, the parent company of the structuring expenses) of -$58.7 million was recognized in  
Group, is domiciled in Norway. The Company’s principal 2021 (2020: -$20.4 million). Taxes resulted in an expense of  
offices are located at Gjerdrums vei 19, Oslo, Norway. The -$7.5 million in 2021 (2020: $3.5 million) The result after tax  
company is a public limited company that is listed on the was for 2021 was -$51.2 million (2020: -$23.9 million). Basic  
Oslo Stock Exchange under the ticker OTEC.  
and diluted earnings per share were both $1.35 (2020: -$0.17).  
Otello Corporation ASA - Annual Report 2021 15  
 
Cash flow  
and award-winning campaigns globally, AdColony has  
Net cash flow from operating activities in 2021 totaled been at the top of the conversation about mobile games  
$4.8 million, (2020: $19.1 million). Cash flow from invest- and how they factor into the global consumer mindset  
ing activities amounted to $207.1 million in 2021, vs -$12.4 both in general and in this specific moment in time.  
million in 2020, positively impacted by net proceeds from  
the initial and second installment from Digital Turbine’s Transaction  
acquisition of AdColony and the disposal of Bemobi of Otello announced in 1H21 that it had entered into a de-  
a net total of $179.3 million, partly offset by $2.8 million finitive agreement to sell AdColony to Digital Turbine,  
related to CAPEX. Cash flow from financing activities was Inc. (Nasdaq: APPS) for a total estimated consideration  
-$169.7 million in 2021, compared to $10.5 million in 2020. of $400 million. Digital Turbine is a global mobile tech-  
Use of cash for financing activities was mainly related to nology company, passionate about delivering the right  
share buybacks of -$132.6 million and repayment of all content to the right person at the right time across all  
interest-bearing debt of -$35.5 million.  
Android devices. The company's on-demand media plat-  
form powers frictionless app and content discovery, user  
As of December 31, 2021, the Group had a cash balance of acquisition and engagement, operational efficiency, and  
$79.0 million (2020: $41.9 million), and no interest-bear- monetization opportunities. Digital Turbine's technolo-  
ing debt (2020: -$35.0 million).  
gy platform has been adopted by more than 40 mobile  
operators and OEMs worldwide and has delivered more  
than three billion app preloads for tens of thousands of  
Balance sheet  
As of 31 December 2021, the Group had total assets of advertising campaigns. The Company is headquartered in  
$365.0 million (2020: $425.3 million). Non-current assets Austin, Texas, with global offices in Arlington, Durham,  
represented $92.2 million of this total and primarily con- Mumbai, San Francisco, Singapore, and Tel Aviv.  
sisted of other investments (mainly our 36% ownership  
in Bemobi) of $90.3 million. Current assets such as cash The total estimated consideration for the acquisition was  
and receivables represented $272.8 million of total assets, $400 million, including a normalized amount of working  
of which $79.0 million was Cash and cash equivalents and capital and $19 million in cash. Some or all of the cash  
$193.7 million was Other receivables (the final payment would be returned to Otello subject to the achievement  
from Digital Turbine for the sale of AdColony).  
of certain future net revenue targets: (1) $100 million in  
cash to be paid at closing (2) $100 million in cash to be  
The Group had total liabilities of $13.7 million as of paid six months following the closing, and (3) on-target  
31.12.2021 (2020: $118.9 million), of which $2.7 million were earn-out of $200 million, to be paid fully in cash, based  
current liabilities. Shareholders’ equity was $351.3 million on AdColony achieving certain future target net revenue  
at the end of 2021, compared with $306.4 million at the objectives in 2021. The earn-out portion was not capped  
end of the previous year. Otello’s equity ratio at year-end and was subject to change based on actual results. Ac-  
consideration for the acquisition would be $404.5 million, sales channels and digital payments solutions, directly  
including a normalized amount of working capital and $19 contributing to the growth of these companies.  
million in cash. As the amount of the Earnout Payment  
Amount was then fixed, it was no longer considered a con- More recently, Bemobi started to offer data analysis  
tingent asset as had previously been the case. Accordingly, solutions for credit and fraud risk detection, using the  
the Earnout Payment Amount has now been booked as a information captured through our partnerships with  
receivable in the balance sheet and included in the calcu- telecommunications operators, financial institutions,  
was 96.2% (2020: 72.0%).  
tual, unaudited 1Q21 performance for AdColony on net  
revenue was at 106.35% vs. the plan agreed with Digital  
Turbine, which was tied to our annual guidance of $250-  
290 million in Gross Revenue. Actual, unaudited 2Q21 per-  
formance for AdColony on net revenue was at 96.7% vs.  
BUSINESS OVERVIEW  
AdColony (discontinued operations)  
Due to the sale of AdColony to Digital Turbine, which was the plan agreed with Digital Turbine, which was tied to  
executed effectively 29. April 2021, the business is treat- our annual guidance of $250-290 million in Gross Reve-  
lation of the net profit on disposal of AdColony.  
and retail companies, promoting the financial inclusion  
of millions of people.  
ed as discontinued operations for the period.  
nue. Combined, the actual, unaudited 1H21 performance  
for AdColony on net revenue was at 101.03%. AdColony's  
Bemobi (discontinued operations)  
AdColony is a leading mobile advertising platform ded- 1H21 performance extrapolated for the full FY 2021 would  
icated to delivering authentic advertising experiences yield a payout of around 105.5% of plan or around $211  
across today’s top apps. Originally founded in 2008, Ad- million for the earn-out portion of the payment.  
Colony has been an innovation leader in mobile adver-  
Bemobi is a pioneering technology company in the devel- Founded in 2009 in Brazil as an independent company, Be-  
opment of solutions for the distribution of digital services mobi has its services integrated with 88 mobile phone car-  
to mobile phone users. Bemobi offers an innovative broad riers around the world and Bemobi started to expand our  
portfolio that encompasses the sale of services of (i) sub- partnerships to other segments such as fintech, marketplac-  
scription to apps and games in an “All You Can Eat” model, es and wallets. Bemobi is already present in 42 countries,  
(ii) voice messages services through apps and/or integrat- addressing a market of more than 2.5 billion potential users.  
ed with SMS/WhatsApp systems, (iii) call anti-spam solu-  
tising and monetization since Apple first introduced the Settlement of earn-out  
App Store. Founded by game developers, for game devel- As discussed above, a portion of the sale proceeds was  
opers, AdColony is committed to delivering an experience originally based on AdColony achieving certain future  
that makes monetizing a win for advertisers, developers, target net revenue objectives in 2021.  
and users alike. AdColony’s mission is to drive business  
outcomes that matter for advertisers and publishers us- Otello announced on August 30, 2021, that it had agreed to  
ing its best-in-class mobile technology, the highest-qual- settle the earn-out with Digital Turbine at a fixed amount  
ity mobile ad experiences and leveraging curated reach. of $204.5 million and that the payment date was moved  
Thanks to industry-leading research, consumer insights, forward to January 15, 2022. With this agreement, the total  
tions and a series of microcredit service modalities such Bemobi works on a B2B2C (Business-To-Business-To-Con-  
as (iv) balance advance for prepaid mobile users, (v) data sumer) white-label model, as Bemobi offers our services  
packages advance and (vi) and call advance.  
to a company that in turn offers them to end custom-  
ers maintaining the visual identity of its brands, which  
Bemobi also offers to large corporations automated plat- guarantees our accelerated and sustainable growth as  
forms for managing sales campaigns and offers, digital observed in recent years.  
16  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 17  
 
Bemobi IPO  
CORPORATE OVERVIEW  
On February 9, 2021, Otello announced that Bemobi Mo-  
bile Tech S.A. ("Bemobi Brazil"), had set a price of 22.00 Organization  
Brazilian real (“R$ ”) per common share for its IPO. Based At the close of 2021, the Otello group had 6 full-time em-  
on this price, the gross proceeds of the primary compo- ployees and equivalents, compared to 607 full-time em-  
nent of the IPO, reached R$ $1,094,117,684 ($203,943,536), ployees and equivalents at the end of 2020.  
resulting in an equity value, post-money, of Bemobi Bra-  
zil at IPO of R$ $2,000,000,024 ($372,800,004).  
Board of Directors composition  
At the Annual General Meeting on June 2, 2021, André  
On February 10, 2021, Bemobi Brazil had its first day of Christensen was re-elected as the chairman of the Board  
trading on the Bovespa stock exchange in Sao Paolo, of Directors, and Maria Borge Andreassen, Birgit Midt-  
Brazil, under the ticker “BMOB3”. Otello’s ownership in bust, Song Lin and Anooj Unarket were re-elected to the  
Bemobi post the IPO is 32,719,588 shares, equivalent to Board of Directors.  
35.99% of the company.  
Corporate governance  
Following the successful IPO of Bemobi on Bovespa in The Company’s guidelines for corporate governance  
Brazil, Otello Corporation ASA ("Otello") is now a major are in accordance with the Norwegian Code of Practice  
shareholder in Bemobi Brazil with ownership below 50%. for Corporate Governance, dated October 14, 2021, as  
Consequently, Bemobi financials are no longer consoli- required by all listed companies on the Oslo Stock Ex-  
dated into Otello's accounts but are booked according to change. Furthermore, the guidelines meet the disclosure  
the equity method. Please see note 15 of the consolidat- requirements of the Norwegian Accounting Act and the  
ed financial statements for more information about the Securities Trading Act. The guidelines are included sep-  
equity method accounting.  
arately in the annual report. Please see the section en-  
titled “Principles of corporate governance” for further  
information.  
Bemobi ownership  
It is expected that any future sale of shares in Bemobi  
Brazil will be subject to capital gains tax in Brazil. Such Shareholders and equity-related issues  
gains are subject to progressive rates, based on the tax- As of December 31, 2021, Otello Corporation ASA had  
able profit.  
112,299,727 outstanding shares. As of December 31, 2021,  
the Group’s equity was $351.3 million (parent company:  
$258.0 million).  
Under existing tax laws, tax is payable as follows:  
1. 15.0% on capital gains up to R$ $5 million  
2. 17.5% on the portion of capital gains between R$ $5  
million and R$ $10 million  
Share Buyback Program  
During 2021, Otello purchased 36,500,470 (2020: 388,372)  
treasury shares for $132.6 million (2020: $0.4 million) and  
3. 20.0% on the portion of capital gains between R$ $10 sold 3,272 (2020: 38,555) treasury shares.  
million and R$ $30 million  
4. 22.5% on the portion of capital gains over R$ $30  
million  
Shareholders  
The Company had 3,316 (2020: 4,756) shareholders at year-  
end. At that time, 33.9% (2020: 34.9%) of the shares were  
As of reporting date, the tax cost base of Otello's re- held in Norway-based accounts, 32.5% (2020: 45.0%) of  
maining 35.99% shareholding in Bemobi Brazil is R$ the shares were held in U.K.-based accounts, 8.5% (2020:  
$242,396,152.87.  
4.9%) in Sweden-based accounts, 7.5% (2020: 4.6%) in  
US-based accounts, 7.4% (2020: 4.6%) in Belgium-based  
The fair value of the investment in Bemobi Brazil has accounts, and 10.4% (2020: 6.0% in accounts based else-  
been reassessed based on the share price of that busi- where.  
ness as of December 31, 2021. With a price per share of R$  
$15.23 as of that date, the carrying value of the invest- Allocation of the annual profit / coverage of loss  
ment has been written down by $41.4 million vs 1H21.  
The total comprehensive result for the period for the  
parent company, Otello Corporation ASA, was a loss of  
Based on the Bemobi share price of 31.12.2021, Otello’s $27.2 million (2020: profit of $4.5 million). The Board will  
ownership mark-to-market (fair value) was calculated to propose at the Annual General Meeting on June 2 that  
be $89.4 million. Based on the fair value of the shares the Annual General Meeting grant the Board the autho-  
and this tax cost base, a deferred tax liability of $10.2 rization to pay dividends based on the approved 2021  
million has been accrued. Thus, the net value for Otello annual accounts.  
was $79.2 million as of 31 December 2021.  
Otello Corporation ASA - Annual Report 2021 19  
 
Going concern  
company activities. When recruiting, we use assessment  
In accordance with section 3-3a of the Norwegian Ac- methods such as programming tests and test cases to  
counting Act, the Board confirms that the prerequisites give equal opportunities to all qualified applicants. Sim-  
for the going concern assumption exist and that the fi- ilar approaches are exercised when promoting, offering  
nancial statements have been prepared based on the go- training opportunities, etc.  
ing concern principle.  
Labor rights at Otello  
Events after the reporting period  
Otello respects and observes the fundamental labor  
For further information on subsequent events, see note rights set out in the international conventions, such as  
22 of the “Consolidated financial statements”.  
the conventions of the International Labor Organization  
and the United Nations.  
For further information, please see the announcements  
published on the Oslo Stock Exchange website (www.os- Health and safety  
lobors.no).  
At Otello, we strive to offer our staff members a safe,  
healthy and inspiring workplace. We have a highly inter-  
national workforce, where we combine the responsive-  
CORPORATE SOCIAL RESPONSIBILITY  
Creating a responsible and sustainable business is ness of a flat structure with an extreme focus on results  
an integral part of everything we do at Otello. We and innovation. All employees are expected to comply  
are committed to the highest standard of social re- with safety and health regulations that apply to our  
sponsibility and believe that transparency and open- business activities.  
ness are key elements in obtaining a sustainable and  
responsible operation.  
Discrimination on the bases of sickness or disability shall  
not occur at Otello. We work hard to meet all our em-  
In this part of the Board of Directors report, we describe ployees’ needs. We offer shorter working hours and oth-  
Otello’s effort and results related to corporate social re- er services to accommodate our employees with disabil-  
sponsibility (CSR). Our CSR work is focused on the fol- ities or other particular needs.  
lowing areas: Our employees, anti-corruption and the  
environment.  
Otello had an average rate of absence due to sick leave of  
0.3% in the parent company in 2021 (2020: 1.2%), and an es-  
timated rate of 1.4% for the Group as a whole (2020: 1.4%).  
Our employees  
Otello’s success and innovation springs from the minds  
and teamwork of its employees. Our employees are our Anti-corruption  
most valuable resource, and we are committed to inter- Otello abstains from and works actively to combat cor-  
acting with our employees in the same way as we strive ruption and bribery. Corruption distorts economic deci-  
to interact with our customers, following the highest sion-making, deters investment, undermines competitive-  
ethical standards and respect for individuality.  
ness and, ultimately, weakens economic growth. There is  
no single, comprehensive, universally accepted definition  
Otello strongly condemns discrimination. We believe of corruption. Therefore, each Otello employee must ad-  
that people should be treated with respect and insist on here to the existing laws and regulations in their country  
fair, non-discriminative treatment, regardless of irrele- of operation. As a minimum, Otello’s internal regulations  
vant factors such as nationality, political views, religion, apply to all employees. Controls are made to ensure that  
sexual orientation and gender.  
the rules are followed. Otello has put in place internal  
guidelines to help employees in their day-to-day opera-  
We promote cultural diversity and we are proud to have tions. The following is an extract of these guidelines.  
4 nationalities represented within the Group. We pride  
ourselves on being an international organization, where Bribery  
innovation and teamwork take place across borders and No person acting on behalf of Otello shall attempt to  
time zones.  
influence someone in the conduct of their post, office  
or commission by offering an improper advantage. Nor  
We continually work to improve the gender balance in shall improper advantage be offered to anyone for the  
the company. At the end of 2021, 17% of the Group’s staff purpose of influencing third parties in the conduct of  
members were women. In addition, 2 of the 5 Board of their post, office, or commission. This includes all forms  
Directors of the Group are female.  
of facilitation payments.  
The principles of equal opportunities and non-discrimi- Correspondingly, no person acting on behalf of Otello  
nation are present throughout the organization and in all shall request, accept or receive an improper advantage  
20  
Otello Corporation ASA - Annual Report 2021  
 
in connection with his/ her position or assignment or for whistle on malpractice, fraud, illegality, or breaches of  
the purpose of influencing a third party. Improper ad- rules, regulations, and procedures or raising health and  
vantage can take different forms, including but not lim- safety issues. Any Otello staff member making a whis-  
ited to money, objects, credits, discounts, travel, accom- tleblowing report is protected from any repercussions,  
Otello is committed to using environmentally safe prod- RISK FACTORS  
ucts in the workplace, to evaluating the consumption of Otello has operations across multiple markets and is  
energy and other resources to ensure efficient use, and therefore exposed to a range of risks that may affect  
to ensuring the development of environmentally protec- its business. Some key risks areas are discussed and de-  
modation and other services.  
such as dismissal and other forms of reprisal. To secure  
an effective procedure, staff members may blow the  
whistle either in person or anonymously to the Work  
tive procedures.  
scribed below.  
Gifts  
Otello has implemented the following guidelines and Financial risk  
It is a normal part of business life to exchange business Environment Committee.  
reporting schemes to ensure a high ethical standard Otello will have very limited financial risk going forward  
throughout the organization. The Ethical Code of Con- as we have no operations which are consolidated into  
duct is created to help employees, clients and business our P&L, nor do we have any interest-bearing debt.  
partners understand Otello’s values and standards. Otel-  
courtesies, such as meals, transportation, recreation, fa-  
cilities or small gifts. Such an exchange of business cour- To improve communication and ensure that issues do not  
tesies must always follow local laws and regulations and escalate to the point where they become a whistleblow-  
not put any Otello employee in the position of a sense of ing case, Otello focuses on the following practices:  
obligation to return the favor, compromise profession-  
lo’s reputation is created by the conduct of each indi- Currency risk  
vidual staff member. Therefore, all staff members are Both revenue and operating expenses are exposed to  
obliged to familiarize themselves with the Ethical Code foreign exchange rate fluctuations. With the recent  
al judgment or create the appearance of compromise or • Communicate the Company’s norms, values, and rules  
corruption. Otello employees should always check with  
and regulations regarding ethical conduct.  
of Conduct when joining the company.  
transactions, the vast majority of Otello’s expenses are  
in NOK, while we are indirectly exposed to Brazilian real  
their manager or the HR department, if in doubt, and • Create an open atmosphere by making sure that staff  
consider whether the exchange of business courtesy  
would be acceptable if it should become publicly known.  
members have the opportunity and possibility to meet  
and discuss issues in formal and informal settings.  
• Discuss and put questions regarding freedom of speech  
and whistleblowing on the agenda in internal commu-  
nications.  
The Ethical Code of Conduct focuses on the following through our ownership in Bemobi. Further, the majority  
key areas: the rights and obligations of our employees; a of Otello’s cash position is held in USD so fluctuations in  
healthy and safe working environment; anti-corruption; the USD v NOK exchange rate will impact our cash hold-  
No person acting on behalf of Otello is allowed to accept  
any amount of cash or cash equivalents (such as gift cer-  
tificates or market securities and similar), regardless of  
and the external environment.  
ing in NOK. See the tables below for a breakdown of rev-  
enues and operating expenses by currency.  
A violation of the Ethical Code of Conduct may result in  
the sum. Correspondingly, cash or cash equivalents may The Environment  
disciplinary action, up to and including termination of Credit risk  
never be offered by Otello employees as a business cour- Otello understands the importance of supporting the  
employment. Several of the guidelines concern actions Otello will have very limited direct credit risk going for-  
that are also punishable offenses. The Human Resources ward as we have no operations which are consolidated  
department is responsible for following up on any pos- into our P&L.  
sible breaches.  
tesy, regardless of the sum.  
environment and seeks to prevent any negative envi-  
ronmental impact our activities might have. Otello has  
incorporated its environmental policy as a part of the  
Whistleblowing  
Otello encourages freedom of speech and blowing the Ethical Code of Conduct.  
22  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 23  
 
2021  
2020  
Revenues per currency (continuing operations):  
[USD million]  
Revenues  
%
Revenues  
%
EUR  
USD  
NOK  
0.1  
0.0  
0.0  
94.3%  
5.7%  
0.0%  
0.2  
(0.1)  
0.0  
188.3%  
- 89.2%  
0.8%  
Total  
0.1  
0.1  
2021  
2020  
Operating expenses (OPEX) per currency (continuing operations):  
[USD million]  
OPEX  
%
OPEX  
%
NOK  
USD  
BRL  
EUR  
GBP  
Other  
(4.9)  
(2.3)  
(1.9)  
(0.2)  
(0.0)  
(0.0)  
52.3%  
24.8%  
20.8%  
2.0%  
0.0%  
0.0%  
(13.7)  
(1.3)  
-
(0.2)  
(0.0)  
(0.0)  
90.1%  
8.2%  
0.0%  
1.6%  
0.1%  
0.0%  
Total  
(9.3)  
(15.2)  
Liquidity risk  
Otello considers its liquidity risk to be limited.  
have limited operating experience and may not benefit  
from any first-to-market advantages. Our international  
operations expose us to risks, arising from changes in lo-  
Cash and cash equivalents at the end of 2021 were $79.0 cal political, economic, regulatory, social and labor condi-  
million. In 2021, Otello repaid all its interest-bearing debt tions, which may adversely harm our operations. Some  
and subsequently canceled the Revolving Credit Facility of the markets in which Otello operates are emerging  
(RCF) agreement with DNB Bank ASA. As of December 31, economies with potentially complex and sensitive po-  
2021, Otello has no outstanding loans payable.  
litical and social contexts. Further, any restrictions on  
foreign ownership and investments, as well as stringent  
The company’s equity was $351.3 million at the end of foreign-exchange controls might prevent us from repatri-  
2021, corresponding to an equity ratio of 96.2%.  
ating cash earned in certain foreign countries. In certain  
countries where Otello operates, longer payment cycles  
Although Otello does invest its money conservatively, all than experienced in our principal markets are the norm.  
our investments are subject to risk. For example, Otello’s  
cash and other investments placed in Norwegian finan- Otello’s competitors include some of the largest technolo-  
cial institutions are not guaranteed by the government gy,advertising,internetandtelecommunicationcompanies  
above NOK 2 million per institution. If the financial insti- in the world, with significantly larger financial resources,  
tution were to go bankrupt, a portion of Otello’s cash or headcount and broader distribution channels than Otello.  
investment could be lost.  
These large companies, therefore, have a greater financial  
capacity than Otello to make strategic acquisitions, invest  
in new technology and research and development, market  
Operational risk  
Otello will have limited operational risk going forward their products, and compete for customers.  
as we have no operations which are consolidated into  
our P&L. The operational risk is limited to corporate func- Otello’s revenue is dependent on expanding our user  
tions as well the management of our partly owned as- base and customer base by developing and marketing  
sets and in particular Bemobi.  
products that are more attractive than our competitors’  
products. If the attractiveness of our products does not  
continuously improve and evolve to keep pace with the  
External risk factors  
Our international operations expose us to additional industry, we will have challenges retaining our current  
risks that could harm our business, operating results and user base and gaining new customers. Our competitors  
financial condition. In certain international markets, we are constantly improving their products and associated  
24  
Otello Corporation ASA - Annual Report 2021  
 
services. In order to stay competitive, Otello has to in- any contingent liabilities in the interim financial state-  
vest significant resources in research and development. ments related to this matter.  
Investing significantly in R&D is, however, no guaran-  
tee that consumers and customers will, in fact, find our Regulatory and litigation risk  
products to be attractive enough to begin or continue Otello’s operations are subject to requirements through  
using them, as it is impossible to accurately predict the sector-specific laws, regulations and national licenses.  
behavior of our consumer and business customers.  
Regulatory developments and regulatory uncertainty  
could affect the Group’s results and business prospects. In  
several of the countries where Otello operates, the gov-  
Data risk  
Many of our products and services are dependent on ernment has imposed sector-specific taxes and levies, as  
the continuous operation of data centers and computer a measure to improve state finances. The introduction of,  
hosting and telecommunications equipment. If Otello’s or increase in, sector-specific taxes and levies may impact  
internal or our service provider IT systems fail or are dam- Otello’s business. Further, it is a challenge for a company  
aged, or if a third party gains unauthorized access to such the size of Otello to remain updated on all the regulatory  
systems and data is lost or compromised, it could have a regimes that may apply to Otello at any one time.  
material impact on Otello’s operations. Downtime can,  
for example, hurt our reputation with our customers, as Otello has many customers, partners and end-users around  
well as increase the risk of damage claims and monetary the world, and, as a result, we can be exposed to lawsuits,  
penalties from our customers. If our centers or systems government investigations and other claims or proceed-  
are subject to a security breach, customers’ confidential ings on a global basis. Such lawsuits, investigations and  
or personal information could be obtained and used by proceedings could be related to, for example, intellectual  
third parties, which could have a negative impact on our property (issues including trademark and patent suits), la-  
brand and the market perception that we are a reliable bor law issues, commercial lawsuits, data protection and  
company, as well as subjecting us to significant regulato- privacy matters, consumer law, marketing law, tax issues  
ry fines or claims or damages from our customers.  
and so forth. All such proceedings can have a significant  
impact on Otello, whether or not we are ultimately suc-  
For certain business models, we depend on internal sys- cessful, due to the legal cost and the internal resources we  
tems to collect and produce accurate statistics regarding would have to employ to defend ourselves. In the event of  
the use of our products and services, especially for prod- an adverse result against Otello in such a proceeding, Otel-  
ucts that rely on an active user royalty model. Failures or lo could be required to pay significant monetary damages  
malfunctioning of these systems can have a significant or fines and/or re-design our products or services, causing  
impact on our financial results. Failure to adequately a material impact on Otello’s business, financial results,  
back up our internal systems can also have a material operations and cash flow.  
impact on the running of our business.  
Intellectual property lawsuits are very common in the  
Otello handles substantial volumes of personal data. market within which Otello operates. Regardless of the  
Loss, alteration or unauthorized disclosure of such infor- merits of such lawsuits, they are extremely expensive to  
mation may adversely affect the Group’s business and defend and litigate, and the damages awarded in such  
reputation. The European Data Protection Regulation suits can be high. In addition, Otello has contractually  
(GDPR), which entered into force in May 2018 introduces undertaken to indemnify certain of our customers and  
significant fines for breaches of data protection regula- partners, so, in the event they are sued for alleged intel-  
tions in Europe.  
lectual property infringement, Otello would be required  
to defend them and pay their damages. Furthermore, an  
As reported in the media, on January 14, 2020, the Nor- adverse judgment could require Otello to cease using cer-  
wegian Consumer Council (NCC) filed a complaint to the tain technologies in our products or names for our prod-  
Norwegian Data Protection Authority (DPA) against Grin- ucts, requiring Otello to re-engineer or re-name our prod-  
dr and five other companies, including AdColony, who ucts. Compared to Otello, many of our competitors own  
is a supplier to Grindr. The NCC requests that the DPA large numbers of patents and other intellectual property  
investigate certain alleged breaches of the General Data rights. Although we do seek patent protection for cer-  
Protection Regulation (GDPR) relating to the processing tain innovations, we may not have sufficient protection  
of personal data about Grindr users received from Grindr for important innovations. Furthermore, because many  
through the Grindr app. As of the date of this notifica- large companies are able to settle intellectual property  
tion, AdColony has not received any formal notification lawsuits by cross-licensing each other’s technology, the  
or complaint from the DPA. AdColony is currently looking fact that our patent portfolio is not as extensive as our  
into the NCC’s complaint and will provide further infor- competitors’ portfolios could have a negative impact in a  
mation if and when necessary. Otello has not recognized cross-licensing situation.  
Otello Corporation ASA - Annual Report 2021 27  
 
Directors and Officers Liability Insurance  
terial Indemnification-Related Post-Earnout Obligations  
Otello Corporation ASA and subsidiaries are covered by related to the transaction. None of the Indemnification  
Directors and Officers liability insurance. The insurance Obligations of Otello has been recognized as liabilities  
indemnifies directors and officers for defense costs and in the financial statement as it has yet to be confirmed  
potential legal liability arising out of claims made against whether Otello has a present obligation that could lead  
them while serving on a board of directors and or as an to an outflow of economic benefits, nor does the Indem-  
officer. The insurance renews annually and the sum in- nification Obligations of Otello meet the recognition cri-  
sured was USD 25 million as per December 31, 2021.  
teria in IAS 37 as it is not probable that an outflow of  
economic benefits will happen at this stage. See Note 21  
for additional details.  
OUTLOOK  
Otello’s strategic focus has been to build and grow com-  
panies with the ambition to create the highest possible The investment in shares in Last Lion Holdings Ltd (total-  
value for our shareholders. We saw the culmination of ing $10.1 million) was written off as of December 31, 2021,  
this effort in 2021 where we were able to both IPO Be- following the commencement of bankruptcy proceed-  
mobi on the Bovespa in Brazil at a significant premium ings against the Vewd Group. The loan, interests, and the  
to our initial purchase price, as well as sign and close a accrued expenses related to the loan agreement with  
transaction selling AdColony to Digital Turbine.  
Vewd Software AS (totaling $8.3 million) were written  
off as of June 30, 2021, due to the uncertainties of col-  
In Bemobi, Otello remains the biggest shareholder and lectability. Otello continues, however, to pursue all of its  
is positive about the prospects of the business. Bemobi entitlements. See notes 9 and 15 for more information.  
has recently signed two acquisitions which are expected  
to nearly double the revenue for the company. Otello will Otello has, as a result of the transactions above and pro-  
have an opportunistic view on its financial investment in ceeds received, already repaid all our debt, and launched  
the company.  
and completed a share buyback program accessible to  
all shareholders. Going forward, the goal is to maximize  
AdColony, which was sold to Digital Turbine in April 2021, the value of our remaining assets and aggressively return  
has as of this date been fully paid and consummated by cash to shareholders, most likely through a combination  
Digital Turbine. As part of the transaction, Otello has Ma- of share buybacks and dividends.  
28  
Otello Corporation ASA - Annual Report 2021  
 
Report from the  
Board of Directors  
— Parent company information only  
Below, please find financial information and commen- ing expenses (including a $48.1 million impairment for the  
tary on Otello Corporation ASA, the parent company investment in Otello Technology Investment AS (primarily  
(“Company”) of the Otello Group (“Group”). Please note resulting from the decrease in the share price in Bemobi  
that the numbers and comments below are only applica- Mobile Tech S.A) and writedowns of $10.1 million for the  
ble to the Company and not for the Group. However, the shares in Last Lion Holdings Ltd and $8.2 million for the  
information described above for the Group is also appli- loan and receivables with View Software AS given the  
cable for the Company.  
bankruptcy proceeding for the Vewd Group and uncertain-  
ty in the recovery of the loan and receivables). Partly off-  
setting those impairments, the Company realized a profit  
FINANCIAL SUMMARY  
The Company’s main activities are to serve the Group as of $52.1 million on disposing of the AdColony business to  
a whole, through the following functions and services: Digital Turbine in addition to favorable FX movements.  
CEO, Board of Directors, corporate finance and account-  
ing, legal, HR and IT. The Company charges some of the Net cash flow from operating activities in 2021 totaled  
costs related to these functions to subsidiaries. There -$6.3 million (2020: $-7.5 million). The Company’s cash bal-  
was limited operational activity in both 2021 and 2020. ance was positively impacted in 2021 by the cash received  
The Company had 11 full-time employees and equiva- from the sale of the AdColony business of $185.5 million  
lents in 2021 (2020:16).  
and net loans received from subsidiaries of $71.4 million.  
Some of the cash inflow was used to buy back shares from  
Operating expenses increased by 14% in 2021. This is investors of $132.6 million and to repay all external debt of  
primarily due to an increase in legal/audit fees from $35.5 million. The cash balance increased by $75.4 million  
increased corporate activity and employment-related in 2021. As of December 31, 2021, the Company had a cash  
costs. The Company’s operating loss excluding impair- balance of $78.1 million (2020: 2.7 million).  
ment losses and restructuring expenses of $7.9 million  
(2020: loss $7.0 million) is in line with operating expenses The Company has $90.6 million in interest-bearing debt  
due to the limited amount of revenues.  
at year-end (all owed to subsidiaries) and the Company’s  
equity ratio was 73% (2020: 92%).  
The Company reported a loss before income taxes of $15.2  
million (2020: loss $5.7 million). The current year loss in- It is the Board’s opinion that the annual accounts provide  
cluded $66.4 million in impairment losses and restructur- a true and fair view of the Company’s activities in 2021.  
Oslo, April 27, 2022  
Andre Christensen  
Birgit Midtbust  
Anooj Unarket  
Song Lin  
Chairman of the Board  
Maria Borge Andreassen  
Lars Boilesen  
CEO  
Otello Corporation ASA - Annual Report 2021 31  
 
Statement by the  
Board of Directors and  
the Chief Executive Officer  
The Board of Directors and the Chief Executive Officer To the best of our knowledge:  
(CEO) have reviewed and approved the Board of Di-  
rectors’ report and the financial statements for Otello • The consolidated financial statements and the finan-  
Group and Otello Corporation ASA as of December 31,  
2021, (Annual Report for 2021).  
cial statements for the parent company for 2021 have  
been prepared in accordance with applicable account-  
ing standards.  
The consolidated financial statements and the financial  
statements for the parent company have been prepared • The consolidated financial statements and the finan-  
in accordance with the International Financial Reporting  
Standards (IFRS) as adopted by the EU and accompanying  
interpretations. The consolidated financial statements  
and the financial statements for the parent company  
also include certain disclosures in order to comply with  
cial statements for the parent company give a true  
and fair view of the assets, liabilities, financial position  
and profits as a whole as of December 31, 2021, for the  
Group and the parent company.  
certain regulations and paragraphs in the Norwegian Ac- • The Board of Directors’ report for the group and the  
counting Act and the Securities Trading Act.  
parent company includes a true and fair review of:  
• The development and performance of the business  
and the position of the Group and the parent company  
• The principal risks and uncertainties the Group and  
the parent company face  
Oslo, April 27, 2022  
Andre Christensen  
Birgit Midtbust  
Anooj Unarket  
Song Lin  
Chairman of the Board  
Maria Borge Andreassen  
Lars Boilesen  
CEO  
Otello Corporation ASA - Annual Report 2021 33  
 
CONSOLIDATED STATEMENT  
Consolidated statement of  
Comprehensive Income  
USD million, except per share amounts  
Note  
2021  
2020  
Continuing operations  
Revenue  
4, 5  
0.1
0.1
0.1
Total operating revenue  
0.1
Publisher and revenue share cost  
Employee benefits expense  
Depreciation and amortization expenses  
Other operating expenses  
5
6, 16  
11, 12, 13, 14  
5, 7  
0.0
(6.7)
(0.8)
(1.9)
0.3
(12.8)
(1.0)
(1.7)
Total operating expenses  
(9.3)
(9.2)
(15.2)
(15.1)
(0.5)
Operating profit (loss), excluding impairment and restructuring expenses  
Impairment losses and restructuring expenses  
Operating profit (loss)  
9, 11, 12, 13  
(59.9)
(69.1)
10.4
(15.6)
(4.7)
Net financial items  
Profit (loss) before income tax  
(58.7)
(20.4)
Tax expense  
8
7.5
(3.5)
Profit (loss) from continuing operations  
(51.2)
(23.9)
Consolidated Group  
Discontinued operations  
Profit (loss) from discontinued operations, net of tax  
21  
220.1
0.6
0.6
Financial Statements 2021  
Profit (loss) from discontinued operations  
Profit (loss)  
220.1
Otello Corporation ASA  
168.9
(23.3)
Other comprehensive income:  
Items that may or will be transferred to profit (loss)  
Foreign currency translation differences  
Discontinued operations - reclassified to profit (loss)  
Reclassification of foreign currency translation reserve  
(7.4)
0.0
30.2
9.4
(28.0)
0.0
Total comprehensive income (loss)  
191.7
(41.9)
Profit (loss) attributable to:  
Owners of Otello Corporation ASA  
Non-controlling interests  
168.9
0.0
(23.3)
(0.0)
Total comprehensive income (loss) attributable to:  
Owners of Otello Corporation ASA  
Non-controlling interests  
191.7
0.0
(39.5)
(2.4)
Earnings (loss) per share:  
Basic earnings per share (USD)  
Diluted earnings per share (USD)  
10  
10  
1.35
1.35
(0.17)
(0.17)
Earnings (loss) per share (continuing operations):  
Basic earnings per share (USD)  
Diluted earnings per share (USD)  
10  
10  
(0.41)
(0.41)
(0.17)
(0.17)
Otello Corporation ASA - Annual Report 2021 35  
 
CONSOLIDATED STATEMENT  
Consolidated statement of  
Consolidated statement of  
Financial Position  
Financial Position  
USD million  
Note  
12/31/2021  
12/31/2020  
USD million  
Note  
12/31/2021  
12/31/2020  
Assets  
Deferred tax assets  
Goodwill  
Intangible assets  
Property, plant and equipment  
Right of use assets  
Lease receivable  
Other investments  
Other non-current assets  
Shareholders’ equity and liabilities  
Equity attributable to owners of the company  
Non-controlling interests  
8
11  
-
-
-
26.1
219.7
12.8
6.0
3.0
0.0
18  
18  
351.3
-
306.8
(0.4)
11, 12  
13  
14  
14  
15  
Total equity  
351.3
306.4
1.0
0.3
-
90.3
0.6
Liabilities  
Deferred tax liabilities  
Lease liabilities  
8
14  
5
10.2
0.2
0.6
0.0
1.2
1.6
18.7
0.3
Other non-current liabilities  
Total non-current liabilities  
11.0
2.8
Total non-current assets  
92.2
286.6
Loans and borrowings  
Lease liabilities  
Accounts payable  
5
14  
5
-
0.1
0.2
-
35.0
2.8
25.7
2.0
Accounts receivable  
Lease receivable  
Other receivables  
5
14  
5
0.1
-
193.7
79.0
89.5
0.9
6.4
Taxes payable  
8
Cash and cash equivalents  
5
41.9
Contract liabilities  
Other current liabilities  
Contingent consideration, current  
5
17  
16  
-
2.4
-
1.8
48.6
0.2
Total current assets  
Total assets  
272.8
365.0
138.7
425.3
Total current liabilities  
Total liabilities  
2.7
13.7
116.1
118.9
425.3
Total equity and liabilities  
365.0
Oslo, April 27, 2022  
Andre Christensen  
Chairman of the Board  
Birgit Midtbust  
Song Lin  
Maria Borge Andreassen  
Anooj Unarket  
Lars Boilesen  
CEO  
36  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 37  
 
CONSOLIDATED STATEMENT  
Consolidated statement of  
Cash Flows  
USD million  
1/1 - 12/31  
2021  
1/1 - 12/31  
2020  
Note  
Reconciliation of profit (loss) before taxes  
Profit (loss) before income taxes  
Profit (loss) from discontinued operations, net of tax  
Tax expense, discontinued operations  
(58.7)  
220.1  
3.8  
(20.4)  
0.6  
1.5  
Profit (loss) before taxes, as presented in the statement of cash flows below  
165.2  
(18.3)  
Cash flow from operating activities  
Profit (loss) before taxes  
165.2
(18.3)
Income taxes paid  
8
(0.0)
7.0
59.8
17.6
(9.0)
(215.7)
(5.7)
(3.0)
(14.1)
2.7
5.3
23.4
-
(11.5)
12.6
0.2
(5.4)
0.0
9.5
Depreciation and amortization expense  
Impairment of intangible assets and goodwill  
Changes in accounts receivable  
12, 13, 14  
9, 11  
5
5
21  
Changes in accounts payable  
Other adjustments for which cash effects are investing or financing cash flow  
Other adjustments for non-cash items  
Share of net income (loss) from associated companies  
Share-based remuneration  
15  
6
FX differences related to changes in balance sheet items  
3.5
Net cash flow from operating activities  
4.8
19.1
Cash flow from investment activities  
Purchases of property, plant and equipment (PP&E) and intangible assets  
Capitalized development costs  
Cash flows from losing control of subsidiaries  
12, 13  
12  
21  
21  
16  
(0.1)
(2.8)
179.3
30.8
-
(1.8)
(10.3)
-
0.0
(0.2)
(0.1)
Dividends received  
Cash flows used in obtaining control of subsidiaries or other businesses  
Other cash payments to acquire equity or debt instruments of other entities  
16  
(0.1)
Net cash flow from investment activities  
207.1
(12.4)
Cash flow from financing activities  
Payments of other equity instruments  
Payments to acquire entity's shares  
Proceeds from loans and borrowings  
Repayments of loans and borrowings  
Payment of finance lease liabilities, net  
18  
18  
5
5
14  
(0.1)
(132.6)
0.0
(35.5)
(1.5)
0.0
(0.4)
15.0
(1.3)
(2.8)
Net cash flow from financing activities  
Net change in cash and cash equivalents  
(169.7)
42.2
10.5
17.2
Cash and cash equivalents (beginning of period)  
Effects of exchange rate changes on cash and cash equivalents  
41.9
(5.1)
28.3
(3.6)
Cash and cash equivalents1)  
79.0
41.9
1) Of which $0.1 million (2020: $0.8 million) is restricted cash as of December 31, 2021.  
38  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 39  
 
CONSOLIDATED STATEMENT  
Consolidated statement of  
Consolidated statement of  
Changes in Equity  
Changes in Equity  
Number of  
shares out-  
standing  
Number of  
shares out-  
standing  
Non-con-  
trolling  
Non-con-  
trolling  
Issued  
Share TreasuryTranslation  
Other  
Total  
equity  
Issued  
Share TreasuryTranslation  
Other  
Total  
equity  
USD million (except number of shares)  
(million)  
capital premium  
shares  
reserve  
equity interests  
USD million (except number of shares)  
(million)  
capital premium  
shares  
reserve  
equity interests  
Balance as of 12/31/2020  
137.6  
0.3
347.8
(69.3)
(30.2)
58.3
(0.4)
306.4
Balance as of 12/31/2019  
137.9  
0.3
347.8
(69.0)
(14.1)
72.1
1.9
339.1
Comprehensive income for the period  
Comprehensive income for the period  
Profit (loss)  
168.9
168.9
Profit (loss)  
(23.3)
(0.0)
(23.3)
Other comprehensive income  
Other comprehensive income  
Recycling of foreign currency translation  
difference to profit (loss)  
Foreign currency translation differences  
Recycling of foreign currency translation  
difference to profit (loss)  
Foreign currency translation differences  
30.2
(2.8)
30.2
(7.4)
0.0
(18.6)  
(4.6)
(16.2)
(2.4)
Total comprehensive income for the period  
-
-
-
27.5
164.3
0.0
191.7
Total comprehensive income for the period  
-
-
-
(16.2)
(23.3)
(2.4)
(41.9)
Issue of share capital  
Capital decrease  
Treasury shares purchased  
Treasury shares sold  
0.0
0.0
(132.6)
0.0
Issue of share capital  
Capital decrease  
Treasury shares purchased  
Treasury shares sold  
(0.0)
(0.0)
0.0
(0.4)
0.1
(0.1)
(201.9)
201.9
(132.6)
0.0
(36.5)  
0.0  
(0.4)  
0.0  
(0.4)
0.1
Share-based payment transactions  
Divestment of a subsidiary  
(14.1)
(0.4)
(14.1)
0.0
Share-based payment transactions  
Divestment of a subsidiary  
9.5
9.5
0.0
0.4
Balance as of 12/31/2021  
101.1  
0.3
145.9
(0.0)
(2.8)
207.9
0.0
351.3
Balance as of 12/31/2020  
137.6  
0.3
347.8
(69.3)
(30.2)
58.3
(0.4)
306.4
Non-controlling interests  
During 2021, Otello Corporation ASA’s ownership in Bemobi was been reduced to 36%. Please see Note 21 for further information.  
Share capital decrease  
Reference is made to the resolution by the annual general meeting on June 2, 2021, where a resolution was passed to reduce the share capital  
of the parent company, Otello Corporation ASA, by the cancellation of 13,727,702 treasury shares. The share capital reduction has been registered  
with the Norwegian Register of Business Enterprises, and the new registered share capital of the parent company was NOK 2,494,994.54, and  
the total share count was 124,749,727.  
Reference is made to the resolution by the extraordinary general meeting on September 30, 2021, where a resolution was passed to reduce  
the share capital of the parent company, Otello Corporation ASA, by the cancellation of 12,450,000 treasury shares. The share capital reduction  
has been registered with the Norwegian Register of Business Enterprises, and the new registered share capital of the parent company is NOK  
2,245,994.54, and the total share count is 112,299,727.  
Treasury shares and ordinary share  
During 2021, Otello purchased 36,500,470 treasury shares for $132.6 million, and sold 3,272 treasury shares for $0.0 million.  
During 2021, Otello issued 0 ordinary shares related to the incentive program, 0 ordinary shares related to business combinations, and 0 ordinary  
shares related to an equity increase. As of December 31, 2021, Otello owned 11,199,998 treasury shares.  
Face value of the shares  
The face value of the shares is NOK 0.02.  
Reserve for treasury shares  
The reserve for the Company’s own shares comprises the face value cost and excess value of own shares held by the Company.  
Translation reserve  
The translation reserve consists of all foreign currency differences arising from the translation of the financial statements of group companies  
with a functional currency that is not USD.  
Other equity  
Other equity consists of option and RSU costs recognized according to the equity settled method and all other transactions, including but not  
limited to, total recognized income and expenses for the current period.  
40  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 41  
 
CONSOLIDATED STATEMENT  
statements of subsidiaries are included in the consolidated financial  
statements from the date on which control commences until the date  
on which control ceases.  
Non-monetary assets and liabilities that are measured in terms of  
Note 1  
historical cost in a foreign currency are translated using the exchange  
rate prevailing on the date of the transaction. Non-monetary assets  
and liabilities denominated in foreign currencies that are recognized  
at fair value are translated to USD at foreign exchange rates prevailing  
on the date the fair value was determined.  
General information  
Investments in associates – associates:  
Associates are those entities in which the Group has significant  
influence, but not control, over the financial and operating policies.  
Significant influence is presumed to exist when the Group holds  
between 20 and 50 percent of the voting power of another entity.  
Investments in associates are accounted for using the equity method  
(equity-accounted investees) and are recognized initially at cost (ex-  
cept for investments in associates arising from the loss of control of  
a subsidiary – refer to the “Loss of control” section below for further  
information). The cost of the investment includes transaction costs.  
General information  
At the beginning of 2021, the Otello Group’s (“Otello”) main business  
activities comprised mobile advertising via its AdColony business and
mobile-app subscription services via its Bemobi business. Following
the successful IPO of the Bemobi business in February 2021 and the  
sale of the AdColony business in April 2021, those businesses no longer  
form part of the consolidated Group and are considered discontinued  
operations. Otello is now comprised of a single Corporate segment.  
The principal activities for Otello’s various business areas are de-  
scribed in more detail in Note 4 – Operating and geographic segment  
information.  
Otello Corporation ASA (the “Company”) is a public limited company
domiciled in Norway. The Company’s principal offices are located at
Gjerdrums vei 19, Oslo, Norway. The Company is listed on the Oslo
Stock Exchange under the ticker OTELLO.  
The functional currency for the majority of the group is USD, including  
the AdColony segment (for the period of the year that it formed part  
of the group), whilst for the majority of the Bemobi segment (for  
the period of the year that is formed part of the group), BRL is the  
functional currency.  
The consolidated financial statements of the Group for the year ended  
December 31, 2021, comprise the Company and its subsidiaries.  
Foreign operations:  
The assets and liabilities of foreign operations, including goodwill and  
fair value adjustments arising from consolidation, are translated to  
USD at foreign exchange rates prevailing on the balance sheet date.  
These consolidated financial statements have been approved and  
issued by the Board of Directors on April 27, 2022 for approval by the  
Annual General Meeting on June 2, 2022.  
The consolidated financial statements include the Group’s share of  
the profit or loss and other comprehensive income, after fair value  
adjustments, and to align the accounting policies of the associate with Revenues and expenses of foreign operations are translated to USD  
those of the Group.  
using the approximate foreign exchange rates prevailing on the trans-  
action date. Foreign exchange differences arising from re-translation  
are recognized directly in a separate component of equity.  
When the Group’s share of losses exceeds its interest in an equity-ac-  
counted investee, the carrying amount of that interest is reduced to  
zero, and the recognition of further losses is discontinued except to  
the extent that the Group has an obligation or has made payments on  
behalf of the investee. Other long-term investments in the associate  
are measured at amortized cost with allowances for credit losses as  
appropriate.  
Note 2  
Property, plant and equipment  
Summary of significant  
accounting policies  
Owned assets:  
Property, plant and equipment are recognized at cost, less accumu-  
lated depreciation (see below) and impairment losses (see accounting  
policy regarding impairment).  
Loss of control:  
Upon the loss of control, the Group derecognizes the assets and  
liabilities of the subsidiary, any non-controlling interests, and the  
other components of equity related to the subsidiary. Any surplus or  
deficit arising from the loss of control is recognized in profit or loss.  
If the Group retains any interest in the previous subsidiary, then such  
interest is measured at fair value at the date that control is lost. Sub-  
sequently, it is accounted for as an equity-accounted investee or as an  
equity investment depending on the level of influence retained.  
Statement of compliance and basis of the consolidated financial  
statements  
(acquisition date) and until the date the Group ceases to control the  
Where parts of property, plant and equipment have different useful  
lives, the components are depreciated separately.  
subsidiary. Control is the power to govern the financial and operating  
policies of an entity to obtain benefits from its activities. In assessing  
control, the Group takes into consideration potential voting rights  
that currently are exercisable.  
The consolidated financial statements have been prepared in ac-  
cordance with International Financial Reporting Standards (IFRS) as  
adopted by the EU and accompanying interpretations. The consoli-  
dated financial statements also include certain disclosures in order  
to comply with certain regulations and paragraphs in the Norwegian  
Accounting Act and the Securities Trading Act.  
Right of use assets:  
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  
of time in exchange for consideration. To assess whether a contract  
conveys the right to control the use of an identified asset, the Group  
assesses whether:  
The Group measures goodwill at the acquisition date as:  
•
•
The fair value of the consideration transferred; plus  
Intercompany balances and transactions eliminated on consolidation:  
Intercompany balances and transactions, any unrealized gains  
and losses, or income and expenses arising from intercompany  
transactions are eliminated in preparing the consolidated financial  
statements. Unrealized gains arising from transactions with equi-  
ty-accounted investees are eliminated against the investment to the  
extent of the Group’s interest in the investee. Unrealized losses are  
New and amended International Financial Reporting Standards  
(IFRS) adopted by the Group  
The group has not applied any new standards or amendments for the  
first time for the reporting period commencing January 1, 2021.  
The recognized amount of any non-controlling interests in the  
acquiree, plus if the business combination is achieved in stages, the  
fair value of the existing equity interest in the acquiree; less  
The net recognized amount (generally, fair value) of the identifiable  
assets acquired and liabilities assumed.  
- the contract involves the use of an identified asset, this may be  
specified explicitly or implicitly and should be physically distinct or  
represent substantially all of the capacity of a physically distinct  
asset. If the supplier has a substitution right, then the asset is not  
•
Basis of preparation  
The consolidated financial statements have been prepared on a  
historical cost basis, and are presented in US dollars (USD), rounded  
to the nearest hundred thousand, unless otherwise stated. As a result  
of rounding differences, amounts and percentages may not add up to  
the total.  
Costs related to the acquisition, other than those associated with the  
issue of debt or equity securities that the Group incurs in connection  
with a business combination are expensed as incurred. Any contingent  
consideration payable is recognized at fair value at the acquisition  
date. If the contingent consideration is classified as equity, it is not  
remeasured, and settlement is accounted for within equity. Otherwise,  
subsequent changes to the fair value of the contingent consideration  
are recognized in the profit or loss.  
eliminated in the same way as unrealized gains, but only to the extent identified  
that there is no evidence of impairment.  
- the Group has the right to obtain substantially all of the economic  
Segment reporting  
benefits from use the use of the asset through the period of use, and  
An operating segment is a component of the Group that engages  
in business activities from which it may earn revenues and incur  
expenses, including revenues and expenses that relate to transactions  
with any of the Group’s other components. Furthermore, the Group’s  
component’s operating results are regularly reviewed by the entity’s  
chief operating decision-maker to make decisions about resources  
to be allocated to the segment and to assess its performance, and  
thus separate financial information is available. The company has  
determined that the Group’s executive management group is the chief  
operating decision-maker. See note 4 for further information.  
- the Group has the right to direct the use of the asset.  
Except for cash-settled, share-based payment arrangements and  
contingent considerations recognized in business combinations, no  
other assets or liabilities are subsequently measured at fair value. As-  
sets and liabilities recognized in business combinations are measured  
at fair value at the acquisition date according to IFRS 3. Receivables  
and debts are assumed to have a market value equal to the carrying  
amount.  
As a lessee  
The Group recognizes 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 ad-  
justed for any lease payments made at or before the commencement  
date, plus any initial direct costs incurred.  
When share-based payment awards (replacement awards) are re-  
quired to be exchanged for awards held by the acquiree’s employees  
(acquirer’s awards) and relate to past services, then all or a portion  
of the amount of the acquiree’s replacement awards is included in  
measuring the consideration transferred in the business combination.  
This determination is based on the market-based value of the replace-  
ment awards compared with the market-based value of the acquiree’s  
awards and the extent to which the replacement awards relate to  
past and/or future service.  
The accounting policies set out below have been applied consistently  
to all periods presented in these consolidated financial statements.  
The accounting policies have been applied consistently by Group  
entities.  
The right-of-use asset is subsequently depreciated using the straight-  
line method from the commencement date to the earlier of the end of  
the useful life of the right-of-use asset or the end of the lease term. In  
addition, the right-of-use asset is periodically reduced by impairment  
losses, if any.  
Foreign currency  
Foreign currency transactions:  
Transactions in foreign currencies are translated at the foreign ex-  
change rate prevailing on the date of the transaction. Monetary assets The lease liability is initially measured at the present value of the  
Consolidation principles  
Subsidiaries – consolidated financial statements:  
Subsidiaries are entities controlled by the Group. Control exists when  
the Group has the power, directly or indirectly, to govern the finan-  
cial and operating policies of an entity to obtain benefits from its  
activities. In assessing control, potential voting rights that presently  
are exercisable or convertible are taken into account. The financial  
Business combinations:  
and liabilities denominated in foreign currencies at the balance sheet  
date are translated to the functional currency at the foreign exchange  
rate prevailing on that date. Foreign exchange differences arising from  
translation are recognized in the statement of comprehensive income.  
lease payments that are not paid at the commencement date,  
discounted using the interest rate implicit in the lease, or if that rate  
cannot be readily determined, the Groups incremental borrowing rate.  
Business combinations are accounted for using the acquisition meth-  
od. Subsidiaries are included in the consolidated financial statements  
from the date the Group effectively obtains control of the subsidiary  
42  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 43  
 
CONSOLIDATED STATEMENT  
Short term leases and leases of low-value assets:  
Subsequent expenditure:  
Impairment losses recognized in respect of cash-generating units are  
allocated first to reduce the carrying amount of any goodwill allocat-  
ed to cash-generating units (or group of units) and then to reduce the  
carrying amount of the other assets in the unit (group of units) on a  
pro-rata basis.  
that the Group will renew any contracts for more than 3 years.  
The Group has elected not to recognize the right-of-use assets and  
liabilities for short-term leases of equipment and low-value assets  
with an underlying value of USD 10,000 or less when they are new.  
Payments on such leases are recognized as expenses as they occur.  
Subsequent expenditure on capitalized intangible assets is capitalized  
only when it increases the future economic benefits embodied in the  
specific asset to which it relates. All other expenditures are expensed  
as incurred.  
Discount rates:  
Otello chose to use the modified approach for the implementation of  
IFRS 16, and therefore use the IBR as a discount rate on the opening  
balance. Going forward, the IBR will be used for subsequent mea-  
surement for new contracts, as long as the implicit interest rate is not  
readily determined.  
Subsequent costs:  
Amortization:  
Calculation of recoverable amount:  
The recoverable amount of the Group’s assets is the greater of their  
fair value less the cost of disposal and value in use. In assessing value  
The Group recognizes, in the carrying amount of an item of property,  
plant and equipment, the cost of replacing part of such an item when  
that cost is incurred, if it is probable that the future economic benefits  
Amortization is calculated on a straight-line basis over the estimated  
useful lives of intangible assets, unless such lives are indefinite. Good-  
will and intangible assets with indefinite useful lives are systematical-  
in use, the estimated future cash flows are discounted to their present As a basis for the discount rate calculation, Otello has used its credit  
embodied with the item will flow to the Group, and the cost of the item ly tested for impairment at each balance sheet date.  
can be measured reliably. All other costs are expensed as incurred.  
value using a pre-tax discount rate that reflects current market  
assessments of the time value of money and the risks specific to the  
asset. For an asset that does not generate largely independent cash  
inflows, the recoverable amount is determined for the cash-generat-  
ing unit to which the asset belongs.  
facility agreement. This bore an interest rate of LIBOR, 3 months plus  
a margin of 2.50 % p.a. The margin has been adjusted according to the  
value of a lease. Specific country-based discount rates are used.  
Financial instruments  
Depreciation:  
Depreciation is calculated on a straight-line basis over the estimated  
useful lives of each part of an item of property, plant and equipment.  
The estimated useful lives are as follows:  
Non-derivative financial instruments:  
Interest rates are, therefore, adjusted to take into account the eco-  
nomic environment in the country where the lease is entered into.  
Rates are modified with a country risk premium, and with an inflation  
difference compared to Norway, where the credit facility agreement is  
held. The range of IBRs used is 2.8 % to 16.5 %.  
Non-derivative financial instruments comprise investments in equity  
and debt securities, trade and other receivables, cash and cash equiv-  
alents, loans and borrowings, and trade and other payables.  
Reversals of impairment:  
An impairment loss in respect of goodwill is not reversed.  
•
•
•
•
Leasehold improvements  
Over the term of the contract  
Machinery and equipment Up to 10 years  
Non-derivative financial instruments are initially measured at fair  
value plus transaction costs, except for those non-derivative financial  
instruments classified as at fair value through profit or loss, which are  
initially measured at fair value without transaction costs. Subsequent  
to initial recognition, non-derivative financial instruments are mea-  
sured as described below.  
With respect to other assets, an impairment loss is reversed if there  
has been a change in the estimates used to determine the recover-  
able amount. An impairment loss is reversed only to the extent that  
the assets carrying amount do not exceed the carrying amount that  
would have been determined, net of depreciation or amortization, if  
no impairment loss had been recognized.  
Fixtures and fittings  
Right of use assets  
Up to 5 years  
Over the term of the contract  
Dividends  
Dividends on shares are recognized as a liability in the period in which  
they are declared.  
The residual value, if not insignificant, is reassessed annually.  
Employee benefits — Defined contribution plans  
Intangible assets  
A defined contribution plan is a post-employment benefit plan under  
which an entity pays fixed contributions into a separate entity and  
will have no legal or constructive obligation to pay further amounts.  
Obligations for contributions to defined contribution pension plans  
are recognized as an employee benefit expense in the profit or loss in  
the periods during which services are rendered by employees. Prepaid  
contributions are recognized as an asset to the extent that a cash  
refund or a reduction in future payments is available. Contributions to  
a defined contribution plan that are due more than 12 months after  
the end of the period in which the employees render the service are  
discounted to their present value.  
Trade and other receivables:  
Leasing  
Goodwill:  
Trade and other receivables are recognized at the invoiced amount  
less allowance for expected credit losses (see accounting policy  
regarding impairment).  
IFRS 16 requires lessees to recognize most leases on their balance  
sheets as lease liabilities with corresponding assets for all leases with  
a lease term of more than 12 months, unless the underlying asset is of  
low value.  
Goodwill that arises upon the acquisition of subsidiaries is included in  
intangible assets. For the measurement of goodwill at initial recogni-  
tion, see above.  
Cash and cash equivalents:  
Cash and cash equivalents comprise cash balances and call deposits.  
Goodwill is recognized at cost, less any accumulated impairment  
losses. Goodwill is allocated to cash-generating units (CGU) or groups  
of CGUs and tested at least annually for impairment (see accounting  
policy regarding impairment). A CGU is the smallest identifiable group  
of assets that generates cash inflows that are largely independent  
of cash inflows from other assets or groups of assets. In order to  
identify whether cash flows from an asset (or a group of assets) are  
independent of cash flows from other assets (or groups of assets),  
management assesses various factors, including how operations are  
monitored. Each CGU or group of CGUs to which goodwill has been  
allocated represent the lowest level in the entity where goodwill is  
monitored for internal management purposes. The group of CGUs may  
not be larger than an operating segment.  
Further, a lessee recognizes depreciation of the right-of-use asset  
(ROU asset) and interest expense on the lease liability, instead of  
recognizing the expenses in Other operating expenses.  
Impairment  
Financial assets:  
For subsequent measurement, the Group remeasures the lease liability  
in the case of certain events taking place (e.g., a change in the lease  
term). Generally, the amount of the remeasurement of the lease liabil-  
ity is recognized as an adjustment to the right-of-use asset.  
Restructuring  
Trade receivables  
A provision for restructuring costs is recognized when the Group has  
approved a detailed and formal restructuring plan, and the restruc-  
turing either has commenced or has been publicly announced. Further,  
operating losses are not provided for.  
The group applies the IFRS 9 simplified approach to measuring  
expected credit losses which uses a lifetime expected loss allowance  
for all trade receivables and contract assets. To measure the expected  
credit losses, trade receivables and contract assets have been grouped  
based on shared credit risk characteristics and the days past due. The  
contract assets relate to unbilled work in progress and have substan-  
tially the same risk characteristics as the trade receivables for the  
same types of contracts. The group has therefore concluded that the  
expected loss rates for trade receivables are a reasonable approxima-  
tion of the loss rates for the contract assets. Individual assessments  
per customer are also carried out by financial management.  
Otello is using the modified approach and, therefore, only recognizes  
leases in the statement of financial position as of January 1, 2019. Prior  
periods have not been restated.  
Termination benefits  
Termination benefits are expensed at the earlier of when the Group  
can no longer withdraw the offer of those benefits or when the Group  
recognizes costs for restructuring. If benefits are not expected to be  
settled within 12 months of the end of the reporting period, then they  
are discounted.  
Leases classified as operating leases under IAS 17:  
Research and development:  
At the date of the initial application of IFRS 16, January 1, 2019, the  
Group recognized a lease liability for leases classified as operating  
leases according to IAS 17, in compliance with transition requirements.  
The Group measures the lease liabilities at the present value of the  
remaining lease payments, discounted using the Group's incremental  
borrowing rate at January 1, 2019.  
Expenses related to research activities, which are expected to lead  
to scientific or technological knowledge and understanding, are  
recognized as costs in the statement of comprehensive income in the  
period they are incurred.  
Share-based payment transactions  
Loans and lease receivables  
The share option program allows Group employees to acquire shares  
of the Company. The fair value of options granted is recognized as an  
employee expense with a corresponding increase in equity. The fair  
value is measured at the grant date and spread over the period during  
which the employees become unconditionally entitled to the options,  
with the offsetting amount against equity. The fair value of the  
options granted is measured using the Black & Scholes model, taking  
into account the terms and conditions upon which the options were  
granted. The amount recognized as an expense is adjusted to reflect  
the actual number of share options that vest, except where forfeiture  
is only due to share prices not achieving the threshold for vesting.  
The cost of building new features, together with significant and per-  
vasive improvements of core platforms, provided that the significant  
and pervasive improvements of parts or main components of core  
platforms will generate probable future economic benefits, are capi-  
talized as development costs and amortized on a straight-line basis of  
up to 5 years.  
All of the entity’s debt investments at amortized cost are considered  
to have low credit risk, and the loss allowance recognized during the  
period was therefore limited to 12 months’ expected losses  
At the 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  
of time in exchange for consideration.  
Non-financial assets:  
The carrying amounts of the Group’s assets are reviewed annually to  
determine whether there is any indication of impairment. If any such in-  
dication exists, the asset’s recoverable amount is estimated (see below).  
Sublease contracts, where the Group is the lessor:  
A significant portion of the work that engineering performs is related  
to the implementation of the ongoing updates that are required to  
maintain the platforms’ functionality. Examples of updates include  
“bug fixes”, updates made to comply with changes in laws and regu-  
lations, and updates made to keep pace with the latest trends. These  
costs are expensed as maintenance costs.  
For subleasing contracts, the group recognizes a lease receivable in  
the statement of financial position, with a corresponding reduction in  
the ROU asset. Short-term and low-value sublease contracts are not  
capitalized.  
For goodwill, assets that have an indefinite useful life and intangible  
assets that are not yet available for use, the recoverable amount is  
nevertheless tested annually.  
Restricted Stock Unit Plans are measured at the grant date using the  
current market value reduced by expected dividends paid before the  
vesting date, which is then further discounted.  
Contracts with renewal options:  
An impairment loss is recognized whenever the carrying amount of an  
asset, its cash-generating unit or a group of units exceeds its recover-  
able amount. The cash-generating unit is considered to be the acquired  
companies. Please see note 11 for further information. Impairment  
losses are recognized in the statement of comprehensive income.  
Some office leases contain renewal options exercisable by the Group.  
The renewal options held are exercisable only by the Group, and not  
by the lessors. The Group includes a renewal of the contracts in the  
lease valuation if it is considered reasonably certain that the Group  
will renew the contracts. It is not considered as reasonably certain  
Other intangible assets:  
Other intangible assets that are acquired by the Group, are recognized  
at cost less accumulated amortization (see below) and impairment  
losses (see accounting policy regarding impairment).  
Provisions  
A provision is recognized in the statement of financial position when  
the Group has a currently existing legal or constructive obligation  
44  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 45  
 
CONSOLIDATED STATEMENT  
as a result of a past event, and it is probable that a future outflow  
of economic benefits will be required to settle the obligation. If the  
effect is material, provisions are determined by discounting the ex-  
pected future cash flows at a pre-tax rate that reflects current market  
assessments of the time value of money and, where appropriate, the  
risks specific to the liability.  
the analysis of whether Otello is the primary obligor in the arrange-  
ment. For agreements where Otello has a contractual relationship  
with both the publisher and the associated advertisement supplier,  
Otello is responsible for identifying and contracting with third-party  
advertisers, establishing the selling prices of the advertisements sold  
and performing all billing and collection activities, including retaining  
credit risk, as well as bearing sole responsibility for fulfillment of the  
advertising. Accordingly, Otello acts as the principal in these arrange-  
ments and, therefore, reports revenue earned, and costs incurred  
related to these transactions on a gross basis. For agreements where  
the publisher has a direct contractual relationship with the advertis-  
er, revenue is recognized on a net basis, as Otello is not the primary  
obligor and does not assume the fulfillment and credit risk.  
Deferred tax is provided using the liability method, providing for  
temporary differences between the carrying amounts of assets and  
liabilities for financial reporting purposes and the amounts used for  
taxation purposes. The amount of deferred tax provided is based  
on the expected manner of realization or settlement of the carrying  
amount of assets and liabilities, using tax rates enacted or substan-  
tively enacted at the balance sheet date.  
Contingent consideration  
Contingent consideration is measured at fair value using the expected  
payment amounts and their associated probabilities (i.e., probabil-  
ity-weighted). Since a part of the contingent consideration is long-  
term in nature, it is discounted to present value. Please see note 3 for  
further information regarding accounting estimates and judgments  
related to contingent considerations.  
A deferred tax asset is only recognized to the extent that it is proba-  
ble that future taxable profits will be available against which the as-  
set can be utilized. Deferred tax assets are reduced to the extent that  
it is no longer probable that the related tax benefit will be realized.  
Application and content  
Please see note 8 for further information regarding accounting esti-  
mates and judgments related to deferred tax assets.  
Trade and other payables  
Trade and other payables are recognized at amortized cost.  
Application and Content revenue comprises i) Subscription revenue  
when a user purchases a subscription from a "co-branded" mobile  
store, or a white-label operator-controlled version of the mobile store,  
which is also known as Apps Club, and ii) the Bemobi Mobile Store  
(formerly OMS), when a user purchases a premium app.  
Additional income taxes that arise from the distribution of dividends  
are recognized at the same time as the liability to pay the related  
dividend.  
Revenue recognition  
The Group has the following primary sources of revenue:  
•
•
Advertising  
When a transaction occurs in Bemobi Mobile Store, Otello collects the  
payment and shares a percentage of the revenue with the developer.  
When a transaction occurs in a “co-branded” or an operator-con-  
trolled version of the mobile store, two payment methods will exist.  
The user may pay using the Otello Payment Exchange, in which case  
Otello would collect and share a percentage of the revenue with  
both the operator and the developer, or the user may use a form of  
carrier billing, where the operator would collect the payment and  
share a portion of the revenue with Otello, who would, in turn, share  
a percentage of revenue with the developer. The revenue occurs on a  
transaction basis and is recognized in the period in which the transac-  
tion occurs.  
Earnings per share  
Application and content  
The Group presents basic and diluted earnings per share (EPS) data  
for its ordinary shares. Basic EPS is calculated by dividing the profit  
or loss attributable to ordinary shareholders of the Company by the  
weighted average number of ordinary shares outstanding during the  
period. Diluted EPS is determined by adjusting the profit or loss at-  
tributable to ordinary shareholders and the weighted average number  
of ordinary shares outstanding for the effects of all dilutive potential  
ordinary shares, which include share options granted to employees.  
Revenue comprises the fair value of the consideration for the sale of  
goods and services, net of value-added tax, rebates and discounts.  
Intercompany sales are eliminated. Revenue is recognized when a  
customer obtains control of a good or service and thus has the ability  
to direct the use and obtain the benefits from the good or service  
Advertising  
Advertising revenue is recognized each time a user views, or clicks a  
mobile ad, and/or installs a game. The performance obligations are  
satisfied on a point in time basis.  
Publisher and revenue share costs  
Advertising revenue is recognized based on certain different events  
and parameters;  
Cost of goods sold comprises publisher costs and the cost of licenses  
purchased from third-party suppliers. Publisher costs consist of the  
agreed-upon payments Otello makes to publishers for their adver-  
tising space, in which we deliver mobile ads. These payments are  
typically determined in advance as either a fixed percentage of the  
advertising revenue we earn from mobile ads placed on the publish-  
er’s application or website or as a fixed fee for that ad space. Otello  
recognizes publisher cost at the same time we recognize the associ-  
ated revenue. License costs are the costs of licenses purchased from  
third-party suppliers.  
i. when a user installs a game (i.e. a user plays a game, sees advertis-  
ing, clicks on it and installs a game) based on CPI (cost per install);  
ii. when a mobile ad is delivered to a user, based on CPM (cost per  
thousand) i.e. every 1,000 impressions of a mobile ad inside the  
publisher's inventory (which can be a mobile app or website);  
iii.when a user plays a mobile video ad all the way to completion,  
based on CPCV (cost per completed video view);  
iv. when a user clicks on a mobile ad, based on CPC (cost per click);  
i.e. after each instance when an ad is clicked inside the publisher's  
inventory,  
Other income (costs)  
Material income and costs, which are not related to the normal course  
of business, are classified as other operating income (cost).  
For the revenue generated through Otello-owned properties, revenue  
is reported on a gross basis, as Otello is the principal in our trans-  
actions with advertisers. Otello is responsible for identifying and  
contracting with third-party advertisers, establishing the selling prices  
of the advertisements sold, and performing all billing and collection  
activities, including retaining credit risk, as well as bearing sole re-  
sponsibility for fulfillment of the advertising. Accordingly, Otello  
acts as the principal in these arrangements and, therefore, reports  
revenue earned and costs incurred related to these transactions on a  
gross basis.  
Net financing costs  
Other finance income and costs comprise primarily foreign exchange  
gains and losses and changes in the estimate of contingent consideration.  
Interest income is recognized using the effective interest method.  
Dividend income is recognized on the date upon which the entity’s  
right to receive payments is established.  
Income tax  
In the normal course of business, Otello acts as an intermediary  
in executing transactions with third parties. The determination of  
whether revenue should be reported on a gross or net basis is based  
on an assessment of whether Otello is acting as the principal or an  
agent in our transactions with advertisers. The determination of  
whether Otello is acting as a principal or an agent in a transaction  
involves judgment and is based on an evaluation of the terms of each  
arrangement. While none of the factors individually are considered  
presumptive or determinative, in reaching our conclusions on gross  
versus net revenue recognition, Otello places the most weight on  
Income tax on the profit or loss for the year comprises current and  
deferred taxes. Income tax is recognized in profit or loss or other  
comprehensive income, except to the extent that it relates to items  
recognized directly in equity, in which case it is recognized in equity.  
Current tax is the expected tax payable on the taxable income for the  
year, using tax rates enacted or substantially enacted at the balance  
sheet date, and any adjustment to tax payable in respect of previous  
years.  
46  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 47  
 
CONSOLIDATED STATEMENT  
ment of comprehensive income excluding depreciation and amorti-  
zation, stock-based compensation, and impairment and restructuring  
expenses.  
before financial items including impairment and restructuring expens-  
es, and corresponds to Operating profit (loss), (EBIT) in the  
Consolidated statement of comprehensive income.  
Note 3  
Critical accounting estimates  
and significant judgments  
EBIT:  
See below for reconciliations from Operating profit to EBITDA and  
Adjusted EBITDA for all periods presented.  
This is short for Earnings before financial items. This is presented both  
including and excluding impairment and restructuring expenses in the  
Consolidated statement of comprehensive income. In the KPIs section  
of this report and the reconciliation below, EBIT represents earnings  
The table below presents a reconciliation of profit (loss) to Adjusted  
EBITDA.  
The preparation of consolidated financial statements in accordance  
with IFRS requires management to make judgments, estimates and  
assumptions that affect the reported amounts of revenues, expenses,  
assets and liabilities, and the disclosures of contingent liabilities, at  
the end of the reporting period. However, uncertainty about these  
assumptions and estimates could result in outcomes that require a  
material adjustment to the carrying amount of the asset or liability  
affected within the next financial year.  
Contingent considerations, see Note 16  
The Group has previously entered into earnout agreements in connec-  
tion with acquisitions. An analysis is given in Note 16 of how the  
provisions related to contingent considerations have been calculated.  
Reconciliation of gross profit [USD million]  
2021  
2020  
Total operating revenue  
Publisher and revenue share cost  
0.1  
0.0  
0.1  
0.3  
Discontinued operations  
As a result of the successful IPO of Bemobi in Brazil as well as the  
signing and closing of the AdColony sale to Digital Turbine in 2021,  
both Bemobi and AdColony have been treated as discontinued opera-  
tions as per IFRS 5 Non-current Assets Held for Sale and Discontinued  
Operations as at December 31, 2021 and for the year ended December  
31, 2021.  
Gross profit  
0.1  
0.4  
Estimates and judgments are evaluated 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.  
Reconciliation of operating profit (loss) to EBITDA and adjusted EBITDA [USD million]  
2021  
2020  
Operating profit (loss), (EBIT)  
Depreciation and amortization expenses  
Impairment expenses  
(69.1)  
0.8  
59.8  
(15.6)  
1.0  
0.0  
Please see Note 21 for further information regarding discontinued  
operations.  
Significant judgments  
Significant judgements in applying the entity’s accounting policies are  
specified below.  
EBITDA  
(8.6)  
0.1  
2.2  
(14.6)  
0.5  
9.0  
Restructuring expenses  
Stock-based compensation expenses  
Adjusted EBITDA  
(6.3)  
(5.1)  
Assets  
Note 4  
Non-current assets by location [USD million]  
2021  
2020  
Operating and segment information  
Non-current assets located in Brazil  
89.4  
1.9  
0.3  
-
42.4  
22.6  
188.0  
7.6  
Non-current assets located in Norway  
Non-current assets located in United States  
Non-current assets located in other countries  
At the beginning of 2021, the Group’s business activities comprised  
mobile advertising via its AdColony business, mobile-app subscription  
services via its Bemobi business, and licensing of Rocket Optimizer™  
technology via its Skyfire business. Skyfire, due to materiality, was  
previously reported as part of Otello’s Corporate segment.  
business operations and to improve comparability between periods.  
Total  
91.6  
260.5  
EBITDA and EBIT terms are presented as they are commonly used by  
investors and financial analysts. Certain items are excluded in the  
alternative performance measures Adjusted EBITDA and Normal-  
ized EBIT to provide enhanced insight into the underlying financial  
performance of the business operations and to improve comparability  
between different periods.  
The breakdown of non-current assets above does not include financial instruments, deferred tax assets and other non-current assets.  
Following the successful IPO of the Bemobi business in February 2021  
and the sale of the AdColony business in April 2021, those businesses  
no longer form part of the consolidated Group and are considered  
discontinued operations.  
For investments in shares in equity-accounted associates and unrelated parties, the location is based on where those companies are based,  
without any tracing of the underlying location of their assets.  
Alternative performance measures:  
Gross profit:  
The vast majority of the value of non-current assets is related to acquisitions. See Note 15 for further information.  
See Note 21 for further information regarding discontinued operations. This comprises revenues minus publisher and revenue share cost.  
The Group is now comprised of a single Corporate segment as at  
December 31, 2021.  
EBITDA:  
This is short for Earnings before financial items, taxes, depreciation  
and amortization. EBITDA corresponds to Operating profit (loss), (EBIT)  
in the Consolidated statement of comprehensive income excluding  
depreciation and amortization expenses.  
Alternative performance measures  
Otello discloses alternative performance measures as part of its finan-  
cial reporting as a supplement to the financial statements prepared in  
accordance with IFRS. Otello believes that the alternative performance Adjusted EBITDA:  
measures provide useful supplemental information to management,  
investors, financial analysts and other stakeholders, and are meant to  
This represents EBITDA excluding stock-based compensation, impair-  
ment and restructuring expenses. Adjusted EBITDA corresponds,  
provide an enhanced insight into the financial development of Otello’s therefore, to Operating profit (loss), (EBIT) in the Consolidated state-  
48  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 49  
 
CONSOLIDATED STATEMENT  
Revenues and expenses for the current year recalculated on a constant currency basis, are presented below:  
Note 5  
Financial risk, accounts and other  
receivables, and financial instruments  
Recalculated with pri-  
or year average rates  
FX effect using  
[USD million]  
prior year rates  
Effect in %  
Revenue  
Expenses  
0.1  
(6.5)  
(0.0)  
2.8  
−6.6 %  
−30.4 %  
Financial risk  
Risk management in the Group is carried out by management and approved by the Board of Directors. Potential risks are evaluated on a regular  
basis and management determines appropriate strategies related to how these risks are to be handled within the Group under the approved  
policies. The Group is exposed to market (currency) risk, credit risk and liquidity risk.  
Loans and receivables  
The Group has limited exposure in terms of credit risk related to loans and receivables.  
Currency risk  
Foreign exchange contracts  
The majority of the financial risk that the Group is exposed to relates to currency risk due to exchange rate fluctuations. Both revenue and  
operating expenses are exposed to foreign exchange rate fluctuations. Please note that some revenue numbers are impacted by changes in local  
currencies which are the basis for invoicing of customers. These effects are not specified in the table below.  
During 2021 and 2020, the Group did not use forward exchange contracts to hedge its currency risk, and Otello had not entered into any foreign  
exchange contracts as of December 31, 2021.  
FX gain (loss) and other financial income (expense)  
The table below shows the breakdown of FX gains and losses, and other financial income and expense.  
Revenues per currency: [USD million]  
Revenues  
%
Revenues  
%
EUR  
USD  
NOK  
0.1  
0.0  
0.0  
94.3 %  
5.7 %  
0.0 %  
0.2  
(0.1)  
0.0  
188.3 %  
−89.2 %  
0.8 %  
[USD million]  
2021  
2020  
FX gain  
FX loss  
13.5  
(5.8)  
2.6  
1.9  
(7.3)  
0.7  
Total  
0.1  
0.1  
Other finance income (expense)  
Total  
10.4  
(4.7)  
Operating expenses (OPEX) per currency: [USD million]  
OPEX  
%
OPEX  
%
Other finance income (expense) includes $0.4 million (2020: 0.8) in legal costs related to the sale of the TV business and Otello’s ongoing case  
regarding the potential sale of its minority stake (see Note 15 for further information).  
NOK  
USD  
BRL  
EUR  
GBP  
Other  
(4.9)  
(2.3)  
(1.9)  
(0.2)  
(0.0)  
(0.0)  
52.3 %  
24.8 %  
20.8 %  
2.0 %  
0.0 %  
0.0 %  
(13.7)  
(1.3)  
-
(0.2)  
(0.0)  
(0.0)  
90.1 %  
8.2 %  
0.0 %  
1.6 %  
0.1 %  
Credit risk  
Credit risk is the risk of losses that the Group would suffer if a counterparty fails to perform its financial obligations. The Group’s exposure  
to credit risk is mainly related to external receivables. Credit risk is assessed for each specific customer. The Group’s revenue from continuing  
operations is immaterial and the large majority of outstanding receivables relates to the final payment due from Digital Turbine, Inc. related to  
the sale of the AdColony business. That receivable was received in early 2022. Further, the Group has conducted much of its business with large  
global companies and has not experienced significant credit-related losses during this or previous financial years.  
0.0 %  
The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all  
trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on  
shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same  
risk characteristics as the trade receivables for the same types of contracts.  
Total  
(9.3)  
(15.2)  
The group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the  
contract assets.  
Conversion of the Group's revenues from foreign currencies  
into USD yields the following average exchange rates:  
Individual assessments per customer are also carried out by financial management.  
2021  
2020  
Accounts receivable  
EUR  
NOK  
1.1984  
N/A  
1.1419  
0.1065  
Gross accounts receivable per currency:  
The numbers below are presented in local currencies (million)  
2021 % of gross AR  
2020 % of gross AR  
USD  
NOK  
DKK  
BRL  
0.0  
0.2  
0.0  
0.0  
n/a  
58.7 %  
41.3 %  
0.0 %  
0.0 %  
0.0 %  
38.1  
63.6  
56.3  
18.1  
60.0 %  
13.4 %  
8.3 %  
11.6 %  
6.7 %  
Other  
n/a  
50  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 51  
 
CONSOLIDATED STATEMENT  
The accounts receivables are converted, as of December 31, at the following exchange rates:  
Accounts receivable represent the part of receivables that is invoiced to customers but not yet paid. Accrued income represents revenue recog-  
nized in the year which was not invoiced to the customers at year end and which will be invoiced to customers subsequent to the balance sheet  
date.  
2021  
2020  
Other receivables  
NOK  
DKK  
BRL  
0.1134  
0.1525  
0.1795  
0.1172  
0.1648  
0.1925  
Other receivables consists of non-trade receivables and prepayments. Of this balance at December 31, 2021, USD 191.7 million represents the  
locked-in earnoutamount recognized from the sale of AdColony to Digital Turbine, Inc. The cash for the earnout amount was received in early  
2022.  
Contract liabilities  
Contract liabilities consist of and prepaid advertising campaigns, and prepaid license/royalty payments.  
Gross accounts receivable per region: [USD million]  
2021  
2020  
EMEA  
Americas  
Asia Pacific  
0.0  
0.0  
0.0  
27.2  
24.1  
10.4  
Liquidity risk  
Total  
0.0  
61.8  
Liquidity reserve [USD million]  
2021  
2020  
Loss allowance as at December 31, 2021 and December 31, 2020 was determined as follows for both trade receivables and accrued income:  
Cash and cash equivalents  
Cash in hand and on deposit  
Less restricted funds  
79.0  
0.1  
41.9  
0.8  
2021  
Unrestricted cash  
78.9  
41.1  
Gross  
carrying amount -  
accounts receivable  
Gross  
carrying amount -  
accrued income  
Expected  
loss rate  
Loss  
allowance  
Unutilized credit facilities  
Short-term overdraft facility  
0.0  
-
15.0  
-
[USD million]  
Current  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
0.9 %  
NA  
NA  
NA  
NA  
(0.0)  
0.0  
0.0  
0.0  
0.0  
Liquidity reserve  
0.0  
15.0  
Past due 0-30 days  
Past due 31-60 days  
Past due 61-90 days  
More than 90 days  
Breakdown of cash deposits by currency [USD million]  
2021  
2020  
NOK  
USD  
EUR  
BRL  
TRY  
Other  
50.3  
28.6  
0.1  
0.0  
0.0  
0.0  
0.9  
10.1  
0.8  
18.0  
1.3  
Total  
0.0  
0.0  
(0.0)  
2020  
10.8  
Gross  
carrying amount -  
accounts receivable  
Gross  
carrying amount -  
accrued income  
Expected  
loss rate  
Loss  
allowance  
Total  
79.0  
41.9  
[USD million]  
Current  
36.5  
11.1  
2.7  
2.4  
9.1  
29.6  
0.5 %  
0.9 %  
0.0 %  
15.7 %  
13.8 %  
(0.2)  
(0.1)  
(0.0)  
(0.4)  
(1.3)  
Past due 0-30 days  
Past due 31-60 days  
Past due 61-90 days  
More than 90 days  
Credit Facility [USD million]  
2021  
2020  
Long-term cash credit  
Utilized  
0.0  
0.0  
50.0  
35.0  
Total  
61.8  
29.6  
(1.9)  
Credit facility  
In January 2021, Otello signed an amendment to the 3 year Revolving Credit Facility (RCF) agreement of 2018 with DNB Bank ASA, increasing the  
facility from $50 million to $68.6 million. The payment guarantee that was signed in March 2020 of an amount equal to USD 18,561,118 in favor of  
Pedro Ripper, CEO of Bemobi, (on behalf of the former owners of Bemobi) was converted to be part of the RCF agreement. This conversion was  
carried out in February 2021 following the public listing of Otello’s Bemobi business in Brazil. In addition, the termination date of the RCF was  
extended to June 30, 2021.  
Accounts receivables and other receivables: [USD million]  
2021  
2020  
Accounts receivable (including provision for bad debt)  
Contract assets  
Other receivables  
0.0  
0.0  
193.7  
59.9  
29.6  
6.4  
During April 2021, Otello utilized some of the proceeds received from the Bemobi IPO to fully pay back all of the $35 million of the RCF that had  
previously been drawn up and terminated the RCF agreement.  
As at December 31, 2021, Otello has no outstanding loans payable.  
Total  
193.8  
95.9  
Financial liabilities  
All financial liabilities, with the exception of the non-current portion of lease liability and options liability, are expected to be paid within 1 year  
of the balance sheet date.  
52  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 53  
 
CONSOLIDATED STATEMENT  
Net debt reconciliation  
Financial instruments  
The tables below sets out an analysis of net debt and the movements in net debt for each of the periods.  
Financial instruments, and contracts accounted for as such, are included in several line items in the statement of financial position and classified  
in categories for accounting treatment. A classification of financial instruments in Otello is presented below:  
[USD million]  
2021  
2020  
Cash and cash equivalents  
Borrowings  
Lease liabilities  
79.0  
0.0  
(0.3)  
41.9  
(35.0)  
(4.0)  
[USD million]  
Amortized cost  
2021  
Fair value  
Assets - non-current  
Financial derivatives  
Net cash  
78.7  
2.9  
0.6  
Cash and cash equivalents  
Gross debt - fixed interest rate  
Gross debt - variable interest rate  
79.0  
-
(0.3)  
41.9  
-
(39.0)  
Assets - current  
Accounts receivable  
Cash and cash equivalents  
Financial derivatives  
0.1  
79.0  
Net cash  
78.7  
2.9  
0.6  
0.6  
Liabilities - non-current  
Financial derivatives  
Liabilities from  
financing activities  
Cash  
and cash  
Liabilities - current  
Accounts payable  
Loans and borrowings  
Financial derivatives  
Contingent consideration, current  
0.2  
0.0  
[USD million]  
Borrowings  
Leases  
equivalents  
Net debt as of 1/1/2021  
Additions - leases  
(35.0)  
(4.0)  
(1.8)  
5.4  
41.9  
-
42.2  
(5.1)  
0.6  
0.0  
-
35.0  
-
Cash flow  
Effects of exchange rate changes  
2020  
0.1  
Assets - non-current  
Financial derivatives  
Net debt as of 31/12/2021  
-
(0.3)  
79.0  
0.0  
Assets - current  
Accounts receivable  
Cash and cash equivalents  
Financial derivatives  
89.5  
41.9  
Liabilities from  
financing activities  
Cash  
and cash  
0.0  
0.0  
[USD million]  
Borrowings  
Leases  
equivalents  
Liabilities - non-current  
Financial derivatives  
Net debt as of 1/1/2020  
Additions - leases  
Cash flow  
(20.0)  
(7.1)  
(1.2)  
4.0  
28.3  
-
17.2  
(3.6)  
-
(15.0)  
-
Liabilities - current  
Accounts payable  
Loans and borrowings  
Financial derivatives  
Contingent consideration, current  
25.7  
35.0  
Effects of exchange rate changes  
0.3  
Net debt as of 31/12/2020  
(35.0)  
(4.0)  
41.9  
0.0  
0.2  
Capital management  
The Group’s policy has been to maintain a high equity-to-asset ratio and to maintain a solid capital base so as to maintain investor, creditor and  
market confidence and to sustain future development of the business.  
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.  
54  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 55  
 
CONSOLIDATED STATEMENT  
Note 6  
Options  
Weighted average exercise price  
Payroll expenses and remuneration  
to management  
The number and weighted average exercise price of share options in Otello Corporation ASA are as follows:  
2021  
2020  
Weighted  
average exercise  
price (NOK)  
Weighted  
average exercise  
price (NOK)  
Number  
of options  
(in thousands)  
Number  
of options  
Payroll expenses [USD million]  
2021  
2020  
(in thousands)  
Salaries and bonuses  
Social security cost  
Pension cost  
Stock-based compensation expense, including social security cost  
Insurance and other employee benefits  
Payments to long-term contractual staff  
(2.8)  
(1.2)  
(0.2)  
(2.2)  
(0.1)  
(0.1)  
(2.9)  
(0.6)  
(0.2)  
(9.0)  
(0.1)  
(0.1)  
Outstanding at the beginning of the period  
Terminated (employee terminations)  
Forfeited during the period  
Expired during the period  
Cancelled during the period  
Exercised during the period  
Granted during the period  
Outstanding at the end of the period  
20.99  
3 728  
-
(75)  
41.26  
-
2 316  
-
-
38.50  
47.36  
-
33.02  
-
-
-
(203)  
36.91  
42.16  
-
18.99  
20.99  
(590)  
(1 448)  
-
3 450  
3 728  
-
(3 450)  
-
-
Total  
(6.7)  
(12.8)  
11  
-
Average number of full time equivalents  
10  
Exercisable at the end of the period  
0.00  
-
46.21  
241  
The Norwegian companies in the Group are obligated to follow the Mandatory Occupational Pensions Act and these companies’ pension  
schemes follow the requirements as set in the Act.  
The fair value of services received in return for stock options granted is measured by using the Black & Scholes option pricing model.  
Compensation to the CEO and Chairman of the Board  
The CEO has waived his rights under Section 15-16 of the Norwegian Working Environment Act of 2005 relating to employees’ protection, termi-  
nation of employment contracts, etc.  
The expected volatility is based on historic volatility (calculated using the weighted average remaining life of the share options), adjusted for  
any expected changes to future volatility based on publicly available information.  
Share options are granted under service conditions, not market-based conditions. Such conditions are not taken into account in the grant date  
fair-value measurement. There are no market conditions associated with the share option grants. An annual average attrition rate of 0% is used.  
This average attrition rate, and the employees responsibility for paying the Company's contributions related to the options, are taken into con-  
sideration when estimating the cost of the options in accordance with IFRS 2. Given that employees have the right to exercise their options one  
or three years after the vesting date (depending on when the options were granted), the estimate is based on an assumption that the employ-  
ees, on average, are exercising their options 18 months after the vesting date.  
As compensation, the CEO is entitled to receive a termination amount of two years’ base salary if the employment contract is terminated by the  
Company.  
As of December 31, 2021, there was no existing severance agreement between Otello and the Chairman of the Board.  
The Group has not given any loans or security deposits to the CEO, the Chairman of the Board or their related parties.  
In 2021, there were no new options granted (2020: 3 450 000 options granted).  
A bonus program exists for the senior executive team at Otello. For each individual executive, a limit is set for the amount of bonus that can be  
achieved. The size of the bonus payment is dependent on actual company performance compared to a set of predefined targets.  
Weighted average exercise price  
The number and weighted average exercise price of share options in Otello Technology Investment AS (formerly Bemobi Holding AS) in the  
original Bemobi option plan are as follows:  
The bonus program and predefined targets are approved by the Remuneration Committee and the Board of Directors.  
An accrual for all 2021 bonuses for senior executives has been recognized in the consolidated financial statements. Bonuses will be paid  
in 2022.  
2021  
Weighted  
average exercise  
price (NOK)  
2020  
Weighted  
average exercise  
price (NOK)  
Refer to the remuneration report for further information, available on Otello's website: https://otellocorp.com/  
Number  
of options  
(in thousands)  
Number  
of options  
(in thousands)  
Share compensation program  
Otello used to have two equity-based incentives: ordinary stock options and Restricted Stock Units (“RSU”).  
Outstanding at the beginning of the period  
Terminated (employee terminations)  
Forfeited during the period  
9 988  
4.090  
9 988  
3.934  
There are no unvested RSUs left for AdColony and Otello employees as of December 31, 2021. The RSUs granted in 2020 were granted to Pedro  
Ripper and were recognized, in accordance with IFRS 2, in the statement of comprehensive income. However, that RSU Award has been termi-  
nated and replaced in 2021. Please see Note 16 for more information.  
-
-
-
-
-
-
-
-
Expired during the period  
Cancelled during the period  
Exercised during the period  
-
-
-
-
-
-
-
-
-
-
-
-
Options granted to Otello Corporation employees vest over four years with ¼ each year. As of December 31, 2021, all options in Otello Corpora-  
tion have been forfeited, expired or exercised, and there are no options outstanding at the end of the period.  
Granted during the period  
Transfer of responsibility for the plan  
Outstanding at the end of the period  
-
9 988  
-
-
(4.090)  
-
9 988  
-
9 988  
0.156  
-
4.090  
Following the successful IPO of the Bemobi business, responsibility for the original Bemobi option plan transferred to Bemobi Mobile Tech S.A,  
and accordingly Otello Corporation was released from all obligations related to this option plan. This transfer of responsibility is recognised in  
the financial statements through a reversing of the previous cost that had been recognised.  
As of December 31, 2021, the only outstanding options within the Group relate to the RSU Award replacement for Pedro Ripper for shares in  
Bemobi Mobile Tech S.A.  
Exercisable at the end of the period  
-
-
9 988  
2.002  
56  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 57  
 
CONSOLIDATED STATEMENT  
The table below shows the number of options issued by Otello Corporation ASA to employees at various strike prices and exercise dates.  
2021  
2020  
Number of shares  
(in thousands)  
Number of shares  
2021: There were no options issued in 2021, and there are none outstanding as of 31 December 2021.  
Value in NOK  
Value in NOK  
(in thousands)  
Weighted Average Fair Value of  
RSUs granted during the period  
Intrinsic value outstanding  
RSUs at the end of the period  
Intrinsic value vested RSUs  
at the end of the period  
2020  
TOTAL OUTSTANDING OPTIONS  
VESTED OPTIONS  
-
-
-
-
-
-
10 686.50  
269 299 820  
-
24  
24  
-
Outstanding options  
Weighted  
average remaining  
lifetime (years)  
Weighted  
average exercise  
price (NOK)  
Vested options  
Weighted  
average exercise  
price (NOK)  
per 12/31/2020  
(in thousands)  
12/31/2020  
Exercise price  
(in thousands)  
0.00 - 10.00  
10.00 - 12.30  
12.30 - 15.00  
15.00 - 20.00  
20.00 - 25.00  
25.00 - 30.00  
30.00 - 35.00  
35.00 - 40.00  
40.00 - 45.00  
45.00-  
-
-
-
-
-
-
-
-
-
-
-
-
-
176  
65  
-
-
-
-
-
-
-
-
-
No RSUs were granted in 2021.  
-
-
3.67  
-
3 450  
18.99  
-
-
-
-
-
-
The table below shows the number of options issued by Otello Technology Investment AS (formerly Bemobi Holding AS) to employees at  
various strike prices and exercise dates.  
-
-
-
-
-
-
2021: There were no options issued in 2021, and there are none outstanding as of 31 December 2021.  
213  
65  
0.87  
0.72  
41.27  
60.75  
40.84  
60.75  
2020  
TOTAL OUTSTANDING OPTIONS  
VESTED OPTIONS  
Total  
3 728  
3.46  
20.99  
241  
46.21  
Outstanding options  
Weighted  
average remaining  
lifetime (years)  
Weighted  
average exercise  
price (BRL)  
Vested options  
Weighted  
average exercise  
price (BRL)  
per 12/31/2020  
(in thousands)  
12/31/2020  
Exercise price = strike price  
Exercise price  
(in thousands)  
The table below shows the date, number and achieved selling price of options exercised.  
2021:  
0.00 - 9000  
9500--  
-
-
-
-
-
4.090  
2.78  
9 988.00  
2.002  
9 988.00  
Total  
4.090  
2.78  
9 988.00  
2.002  
9 988.00  
Date of exercise  
Number of exercised options (in thousands)  
Achieved selling price (NOK)  
Exercise price = strike price  
4/29/21  
3 450  
33.02  
Total  
3 450  
The table below shows the date, number and achieved selling price of options exercised.  
2021:  
2020:  
No options exercised in 2021.  
No options exercised in 2020.  
2020:  
No options exercised in 2020.  
Restricted stock units  
RSUs granted by Otello Technology Investment AS (formerly Bemobi Holding AS) to management and employees in 2021 or 2020.  
2021  
2020  
Weighted average Number of shares  
Weighted average Number of shares  
Restricted Stock Units  
exercise price (NOK)  
(in thousands)  
exercise price (NOK)  
(in thousands)  
Outstanding at the beginning of period  
Replaced during the period  
Granted during the period  
-
-
-
-
24  
(24)  
-
-
-
-
-
-
-
24  
24  
Outstanding at the end of period  
-
Vested RSUs at the end of the period  
-
-
-
-
58  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 59  
 
CONSOLIDATED STATEMENT  
Compensation to executive management in 2021  
Compensation to executive management in 2020  
Benefit  
Benefit  
Other  
Pension  
exercised  
Total  
Other  
Pension  
exercised  
Total  
[USD thousands]  
Remuneration  
Salary  
Bonus compensation compensation options/RSUs compensation  
[USD thousands]  
Remuneration  
Salary  
Bonus compensation compensation options/RSUs compensation  
Executive Manangement  
Lars Boilesen, CEO  
Petter Lade, CFO  
Executive Manangement  
Lars Boilesen, CEO  
Petter Lade, CFO  
-
-
615.09  
233.21  
639.66  
159.91  
34.28  
2.25  
79.87  
22.40  
3 670.35  
652.51  
5 039.26  
1 070.27  
-
-
476.18  
220.79  
468.52  
117.13  
32.00  
3.66  
69.11  
12.84  
-
-
1 045.80  
354.41  
The Board of Directors  
The Board of Directors  
Andre Christensen,  
Chairman  
Anooj Unarket,  
Board Member  
Birgit Midtbust,  
Board Member  
Maria Borge Andreassen,  
Board Member  
Andre Christensen, Chairman  
Anooj Unarket,  
Board Member  
Birgit Midtbust,  
Board Member  
Maria Borge Andreassen,  
Board Member  
Song Lin, Board Member  
from June 4  
Frode Jacobsen,  
Board Member untill June 4  
70.28  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
70.28  
-
76.76  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
76.76  
-
32.48  
30.88  
14.64  
17.84  
32.48  
30.88  
14.64  
17.84  
35.47  
35.47  
35.47  
31.98  
-
-
-
-
-
-
-
-
-
-
35.47  
31.98  
Song Lin, Board Member  
The Nomination Committee  
Simon Davies, Chairman  
from 15 January 2021  
Nils Foldal, Chairman  
to 15 January 2021  
Jakob Iqbal, Member  
Kari Stautland, Member  
-
-
The Nomination Committee  
Nils Foldal, Chairman  
Jakob Iqbal, Member  
6.39  
3.19  
3.19  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6.39  
3.19  
3.19  
0.29  
3.49  
3.49  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.29  
3.49  
3.49  
Kari Stautland, Member  
Total  
178.89  
696.96  
585.65  
35.66  
81.94  
-
1 579.10  
Total  
186.95  
848.30  
799.57  
36.53  
102.27  
4 322.86  
6 296.48  
Presented above are the bonuses earned in 2020 and paid in 2021, which are based on the 2020 results.  
Members of Executive Management are included in the Company's employee pension scheme, which is a defined contribution plan.  
Presented above are the bonuses earned in 2019 and paid in both 2019 and 2020, which are based on the 2019 results.  
There has been no compensation or other economic benefit provided in 2020 or 2021 to any member of the Executive Team or Board of Directors  
from the Company or any business owned by the Company, except that mentioned above. In 2020 and 2021, there has been no significant addi-  
tional compensation given to directors with regard to special services performed outside of their normal function.  
60  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 61  
 
CONSOLIDATED STATEMENT  
Options to executive management 2021  
There are no existing agreements regarding the dispensation of loans or security deposits to key personnel, members of the board or their  
related parties.  
Options to executive management 2020  
There are no existing agreements regarding the dispensation of loans or security deposits to key personnel, members of the board or their  
related parties.  
[In thousands of options]  
[In thousands of options]  
Executive Manangement  
Executive Manangement  
Lars Boilesen, CEO  
Petter Lade, CFO  
2 250  
400  
-
-
-
-
-
-
-
-
(2 250)  
(400)  
33.02  
33.02  
-
-
-
-
-
-
-
-
-
-
-
-
Lars Boilesen, CEO  
Petter Lade, CFO  
1 200  
285  
2 250  
400  
(900)  
(205)  
-
-
(300)  
(80)  
-
-
-
-
2 250  
400  
18.99  
18.99  
3.67  
3.67  
1.67  
1.67  
2.14  
0.38  
0.40  
0.07  
Total  
2 650  
-
-
-
-
(2 650)  
-
-
Total  
1 485 2 650 (1 105)  
-
(380)  
-
2.52  
0.48  
A — average exercise price for options executed in the financial year  
A — average exercise price for options executed in the financial year  
B — average exercise price for the number of options held by the end of the financial year  
B — average exercise price for the number of options held by the end of the financial year  
The table below shows option and RSU grants in 2021 and option and RSU costs in 2021  
(in thousands of options and RSUs, cost in USD million)  
The table below shows option and RSU grants in 2020 and option and RSU costs in 2020  
(in thousands of options and RSUs, cost in USD million)  
Granted  
Options  
2021  
Cost  
RSUs  
Granted  
2021  
Cost  
Granted  
Options  
2020  
Cost  
RSUs  
Granted  
2020  
Cost  
Executive Manangement  
Lars Boilesen, CEO  
Petter Lade, CFO  
Executive Manangement  
Lars Boilesen, CEO  
Petter Lade, CFO  
-
-
-
-
-
-
-
-
2 250  
400  
0.40  
0.07  
-
-
-
-
Total  
-
-
-
-
Total  
2 650  
0.48  
-
-
62  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 63  
 
CONSOLIDATED STATEMENT  
Shares, options, RSUs owned by members of the Board and the Chief Executive Officer as of December 31, 2021  
[In thousands of shares, options and RSUs]  
Note 7  
Other operating expenses  
Weighted  
average  
Weighted  
average  
strike price - strike price -  
Name  
Commission  
Shares  
Options  
RSUs  
Total options (NOK)  
RSUs (NOK)  
Other operating expenses [USD million]  
2021  
2020  
Andre Christensen  
Birgit Midtbust  
Maria Borge Andreassen Board Member  
Anooj Unarket  
Song Lin  
Lars Boilesen  
Chairman  
Board Member  
42  
-
11  
-
0
-
-
-
-
-
-
-
-
-
-
-
-
42  
-
11  
-
0
-
-
-
-
-
-
-
-
-
-
-
-
Audit, legal and other advisory services  
Purchase of equipment, not capitalized  
Hosting expenses, excl. depreciation cost  
Rent and other office expenses  
Other expenses  
(1.2)  
(0.2)  
(0.1)  
(0.0)  
(0.4)  
(0.9)  
(0.3)  
(0.1)  
(0.1)  
(0.3)  
Board Member  
Board Member  
CEO  
261  
261  
314  
-
-
314  
Total  
(1.9)  
(1.7)  
Auditor remuneration  
Shares, options and RSUs owned by other members of Executive Management as of December 31, 2021  
[In thousands of shares, options and RSUs]  
The following table shows audit fees for the current and prior year. For all categories the reported fee is the recognized expense in other operat-  
ing expenses for the year to the external auditor, PwC.  
Weighted  
average  
Audit fees  
2021  
2020  
strike price -  
Statutory audit  
(0.3)  
(0.0)  
-
(0.6)  
(0.0)  
-
Name  
Title  
Shares  
Options  
RSUs  
Total options (NOK)  
Assurance services  
Tax advisory services  
Other services  
Petter Lade  
CFO  
67  
-
-
67  
-
(0.1)  
(0.2)  
67  
-
-
67  
-
Total  
(0.3)  
(0.8)  
Shares, options, RSUs owned by members of the Board and the Chief Executive Officer as of December 31, 2020  
[In thousands of shares, options and RSUs]  
Weighted  
average  
Weighted  
average  
strike price - strike price -  
Name  
Commission  
Shares  
Options  
RSUs  
Total options (NOK)  
RSUs (NOK)  
Andre Christensen  
Frode Jacobsen  
Birgit Midtbust  
Maria Borge Andreassen Board Member  
Anooj Unarket  
Lars Boilesen  
Chairman  
Board Member  
Board Member  
51  
-
23  
-
0
260  
-
-
-
-
-
-
-
-
-
-
51  
-
23  
-
-
-
-
-
-
-
-
-
-
-
-
-
Board Member  
CEO  
2 250  
0
2 510  
18.99  
334  
2 250  
0
2 584  
Shares, options and RSUs owned by other members of Executive Management as of December 31, 2020  
[In thousands of shares, options and RSUs]  
Weighted  
average  
strike price -  
Total options (NOK)  
Name  
Title  
Shares  
Options  
RSUs  
Petter Lade  
CFO  
66  
400  
-
466  
18.99  
66  
400  
-
466  
-
64  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 65  
 
CONSOLIDATED STATEMENT  
Between the original IPO and booking of the original deferred tax liability and December 31, 2021, the net value of the investment in Bemobi has  
decreased. Accordingly, the impact of the associated reduced deferred tax liability is seen as a negative tax cost within continuing operations.  
Note 8  
Please see Note 15 for further details on the calculation of the deferred tax liability and Note 21 regarding the subsequent settlement of the  
deferred tax liability with the Brazilian tax authorities.  
Taxes  
As of December 31, 2020, all US entities were included in a US consolidated tax group. As a result of the sale of the AdColony business in April  
2021, the sole remaining US entity in the Group, Skyfire Labs, Inc left that US consolidated tax group.  
[USD million]  
2021  
2020  
As of December 31, 2020, deferred tax liabilities related to amortizable excess value from business combinations outside the US of $1.2 million  
were netted against deferred tax assets in the same tax jurisdiction.  
Income tax expense recognized in the statement of comprehensive income:  
Current tax  
Changes in deferred taxes  
Changes in deferred taxes related to non-recognition of certain tax assets  
Changes in deferred tax related to amortization of excess values from business combinations  
Write down of deferred tax related to write down of intangibles from business combinations  
Changes in deferred tax related to changes in tax rates 1)  
Withholding tax expense  
(0.1)  
7.6  
(0.8)  
2.2  
(4.9)  
0.0  
0.0  
0.0  
Otello recognizes deferred tax assets related to tax losses in the statement of financial position when it is considered probable that taxable  
profit will be generated in future periods against which these tax loss carry forwards can be utilized. The tax loss carry forwards are in the US,  
Norway and Ireland. Regarding tax loss carry forwards in the US, management had assessed forecast taxable profit for the coming years, and  
concluded that the amount of $7.3 million in tax loss carry forwards that were not recognized in the prior year, should also not be recognized in  
2020. However, management considered that sufficient future taxable profits will be generated against which the majority of US tax loss carry  
forwards could be utilized. The majority of tax loss carry forwards in the US were therefore been recognized as at December 31, 2020. Following  
the sale of the AdColony business in 2021, tax losses from the AdColony US tax consolidated group were retained by AdColony. Accordingly, there  
are no remaining US tax loss carry forwards for the Group as at December 31, 2021.  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
Income tax expense  
7.5  
(3.5)  
Regarding Norway, management does not consider that sufficient future taxable profits will be generated in future periods against which these  
tax loss carry forwards can be utilized. Therefore tax loss carry forwards for Norway are not recognised in the statement of financial position as  
at December 31, 2021. See below for a breakdown of tax loss carry forwards and relevant expirations dates of these.  
Recognized deferred tax assets and liabilities:  
Deferred tax balances presented in the statement of financial position comprise the following:  
Regarding Ireland, management does not consider that sufficient future taxable profits will be generated in future periods against which these  
tax loss carry forwards can be utilized. Therefore tax loss carry forwards for Ireland are not recognised in the statement of financial position as  
at December 31, 2021. See below for a breakdown of tax loss carry forwards and relevant expirations dates of these.  
[USD million]  
2021  
2020  
In the tables below, the set off tax (or valuation allowance) is the amount recognized that reduces the tax loss carryforwards in the US for the  
portion that it is more likely than not to not be utilized in future periods. These amounts relate to the acquired losses from certain business  
combinations that will most likely not be able to be utilized due to rules limiting the amount of acquired losses a parent company can utilize.  
Deferred tax assets related to tax loss carryforwards  
Deferred tax asset related to merger of entities in Brazil  
Deferred tax assets related to other temporary differences  
-
-
-
20.7  
1.4  
5.2  
Deferred tax liabilities related to temporary differences  
Deferred tax liabilities related to amortizable excess value from business combinations in the US 1)  
Deferred tax liabilities related to amortizable excess value from business combinations outside the US 1)  
(10.2)  
(0.0)  
0.0  
(1.2)  
Deferred tax assets (liabilities) and changes during the year  
-
-
Net deferred assets (liabilities)  
(10.2)  
26.1  
Posted to  
statement of  
Posted  
directly  
to the  
Disposals to  
discontinued  
operations  
Balance comprehensive  
Balance  
12/31/21  
2021 [USD million]  
1/1/21  
income  
equity  
1) In the statement of financial position, deferred tax liabilities related to amortizable excess value from business combinations in the US and  
Brazil are netted against deferred tax assets in the same US and Brazil tax jurisdictions, respectively.  
Property, plant and equipment  
Intangible assets  
Accounts receivable  
Payroll tax on share options  
Provisions and accruals  
Other  
0.6  
2.5  
0.1  
(0.6)  
0.3  
3.7  
-
-
-
-
-
-
-
-
-
-
-
-
(0.6)  
(2.5)  
(0.1)  
0.6  
0.0  
0.0  
0.0  
With the significant corporate transactions that were undertaken during 2021, there are several items that have affected both the calculation  
and the presentation of the tax assets, liabilities and expense.  
0.0  
For the period while Bemobi and AdColony businesses formed part of the consolidated group in 2021, their associated tax expense from their  
operations was calculated in the same manner as previously. However, with those businesses being deconsolidated due to a loss of control (Be-  
mobi through moving to a less-than-controlling level of ownership as part of the IPO and AdColony through the full sale of the business), their  
associated tax expense has been included as part of the separate disclosure for discontinued operations (along with the comparative figure for  
those businesses from 2020). Please refer to Note 21.  
(0.3)  
(3.7)  
(17.7)  
0.0  
0.0  
(10.2)  
-
7.5  
Accrual of tax on capital gain in Brazil  
0.0  
Total related to temporary differences  
6.6  
7.5  
-
-
(24.3)  
(10.2)  
0.0  
Any tax effects associated with the initial deconsolidation of those businesses are also included as part of the discontinued operations disclo-  
sure, and included as part of the Net gain (loss) from sale of discontinued operations figure.  
Deferred tax liabilities related to amortizable  
excess value from business combinations  
(1.2)  
-
1.2  
As part of the original recognition of the remaining investment in Bemobi under the equity method, a deferred tax expense and liability of USD  
19.67 million was recognized, based on the capital gains tax that would be payable in Brazil if the entire shareholding was disposed at the initial  
listing price of BRL 22.00. This USD 19.67 million tax expense forms part of the Net gain (loss) from sale of discontinued operations. The loss of  
the controlling interest of the Bemobi business was not otherwise subject to corporate income tax for the holding company, Otello Technology  
Investment AS.  
Tax loss carryforwards  
Set off of tax (valuation allowance)  
Tax loss carryforwards not recognized in the  
statement of financial position  
38.2  
(5.4)  
-
-
-
-
(38.2)  
5.4  
0.0  
0.0  
(12.1)  
20.7  
26.1  
-
-
-
-
-
12.1  
-
0.0  
0.0  
Tax loss carryforwards recognized in the  
statement of financial position  
The sale of the AdColony business was executed as a sale of shares of the business' holding company, AdColony Holding AS. Under Norwegian  
tax law, such a sale of shares is not subject to corporate income tax.  
Net deferred tax assets (liabilities) recognized  
in the statement of financial position  
Since the loss of control of the Bemobi business, the group has continued to update the carrying value of the remaining investment based on  
the prevailing share market price and foreign currency rates. These subsequent movements in the carrying value of the investment are consid-  
ered part of the continuing operations of the group. Based on the prevailing market value, the group also updates the associated deferred tax  
liability original recorded as part of the deconsolidation. However, consistent with the movements in the market value now forming part of  
continuing operations, the associated movements in the deferred tax liability are also continued part of continuing operations.  
7.5  
-
(10.2)  
66  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 67  
 
CONSOLIDATED STATEMENT  
Posted to  
statement of  
Note 9  
Posted  
directly  
to the equity  
Disposals to  
discontinued  
operations  
Balance comprehensive  
Balance  
12/31/20  
2020 [USD million]  
1/1/20  
income  
Impairment and restructuring expenses  
Property, plant and equipment  
Intangible assets  
Accounts receivable  
Payroll tax on share options  
Provisions and accruals  
Other  
0.6  
3.2  
0.2  
(2.1)  
0.4  
7.1  
(0.0)  
(0.7)  
(0.1)  
-
(0.1)  
(3.4)  
-
-
-
1.5  
-
-
-
-
-
-
-
-
0.6  
2.5  
0.1  
(0.6)  
0.3  
3.7  
During 2021, Otello recognized impairment expenses in connection with its loan and investment in the Vewd Group, based on the uncertainty of  
recovery and the commencement of a Chapter 11 bankruptcy proceeding. The value of both the loan and the investment has been  
written down to zero.  
See Note 15 for further information regarding the Vewd loan and investment.  
Following the successful IPO of the Bemobi business on Bovespa in Brazil, the Group is now a major shareholder in Bemobi Mobile Tech S.A with  
an ownership of 36.0%. The investment in Bemobi Mobile Tech S.A is recognized using the equity method, and the fair value of the investment  
has been reassessed based on the share price of that business as of December 31, 2021.  
Total related to temporary differences  
9.4  
(4.3)  
1.5  
-
-
6.6  
Deferred tax liabilities related to amortizable  
excess value from business combinations  
See Note 15 for further information regarding the Bemobi Mobile Tech S.A investment.  
(2.4)  
1.1  
-
(1.2)  
During 2021, Otello recognized restructuring expenses in connection with a strategic cost reduction that will better align costs with revenues.  
Tax loss carryforwards  
Set off of tax (valuation allowance)  
Tax loss carryforwards not recognized in the  
statement of financial position  
37.9  
(5.4)  
0.3  
-
-
-
-
-
38.2  
(5.4)  
The restructuring expenses recognized this year relate mainly to the reduction in corporate staffing levels following the IPO of the Bemobi  
businesses and the sale of the AdColony business.  
(7.3)  
25.2  
32.2  
(4.8)  
(4.5)  
(7.6)  
-
-
-
-
-
(12.1)  
20.7  
26.1  
Tax loss carryforwards recognized in the  
statement of financial position  
Impairment and restructuring expenses [USD million]  
2021  
2020  
Impairment expense  
Salary restructuring expense  
Legal and other costs related to business combinations and disposals  
Office restructuring cost  
Other restructuring expenses  
(59.8)  
(0.1)  
-
(0.1)  
(0.4)  
-
Net deferred tax assets (liabilities) recognized  
in the statement of financial position  
1.5  
-
-
-
-
Change in deferred tax asset directly posted against the equity capital [USD million]  
2021  
2020  
Total  
(59.9)  
(0.5)  
Other changes  
0.0  
1.5  
1.5  
Total deferred taxes posted directly against the equity  
0.0  
Impairment expense [USD million]  
Note  
2021  
2020  
Vewd Software AS loan  
Last Lion Holdings Ltd shares  
Bemobi Mobile Tech S.A shares  
15  
15  
15  
(8.3)  
(10.1)  
(41.4)  
-
-
-
The Group's gross tax loss carryforwards expire as follows: [USD million] United States  
Norway  
Ireland  
Total  
No expiration deadline  
0.0  
26.6  
4.5  
31.1  
Total  
(59.8)  
0.0  
Total  
0.0  
26.6  
4.5  
31.1  
Reconciliation of effective tax rate [USD million]  
2021  
2020  
Profit (loss) before tax  
Income tax using the corporate income tax rate in Norway (22% in 2021 / 22% in 2020)  
(58.7)  
12.9  
(20.4)  
4.5  
Effect of changes in tax rates 1)  
0.0  
0.5  
(5.7)  
0.0  
(0.1)  
(0.2)  
0.0  
(0.0)  
(3.1)  
0.0  
(4.9)  
0.0  
Effect of tax rates outside Norway different from 22% / 22%  
Effect of non-taxable and non-deductible items  
Deferred tax assets from previously unrecognized tax losses  
Effect of non-recognition of certain deferred tax assets  
Other effects  
Total tax expense for the year  
Effective tax rate  
7.5  
(3.5)  
12.8 %  
−17.4 %  
Permanent differences  
Permanent differences comprise changes in the fair value of contingent considerations, amortization of acquired intangibles assets, impairment  
losses, share-based remuneration costs and other non-deductible costs.  
68  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 69  
 
CONSOLIDATED STATEMENT  
Note 10  
Note 11  
Earnings per share  
Goodwill and impairment testing  
2021  
Bemobi  
Earnings per share  
2021  
2020  
[USD million]  
AdColony  
Total  
Acquisition cost  
Acquisition cost as of 1/1/21  
Acquisitions through business combinations  
Translation differences  
Derecognized upon loss of control of business  
Earnings (loss) per share:  
Basic earnings (loss) per share (USD)  
Diluted earnings (loss) per share (USD)  
Shares used in earnings per share calculation  
Shares used in earnings per share calculation, fully diluted  
273.1  
-
37.6  
-
310.7  
0.0  
1.35  
1.35  
124 603 099  
124 603 099  
(0.17)  
(0.17)  
137 731 882  
137 731 882  
(0.4)  
(272.8)  
(2.7)  
(34.8)  
(3.1)  
(307.6)  
Acquisition cost as of 12/31/21  
(0.0)  
(0.0)  
(0.0)  
Earnings (loss) per share (continuing operations):  
Basic earnings (loss) per share (USD)  
Diluted earnings (loss) per share (USD)  
Shares used in earnings per share calculation  
Shares used in earnings per share calculation, fully diluted  
Accumulated impairment losses  
Accumulated impairment losses as of 1/1/21  
Impairment losses  
(0.41)  
(0.41)  
124 603 099  
124 603 099  
(0.17)  
(0.17)  
137 731 882  
137 731 882  
(91.0)  
-
0.4  
0.0  
-
-
(91.0)  
0.0  
0.4  
Translation differences  
Derecognized upon loss of control of business  
90.6  
0.0  
90.6  
Earnings (loss) per share (discontinued operations):  
Basic earnings (loss) per share (USD)  
Diluted earnings (loss) per share (USD)  
Accumulated impairment losses as of 12/31/21  
0.0  
-
0.0  
1.77  
1.77  
0.00  
0.00  
Carrying amount  
Shares used in earnings per share calculation  
Shares used in earnings per share calculation, fully diluted  
124 603 099  
124 603 099  
137 731 882  
137 731 882  
As of December 31, 2021  
(0.0)  
(0.0)  
(0.0)  
Earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted ordinary shares on issue  
during the period.  
2020  
[USD million]  
AdColony  
Bemobi  
Total  
In periods with negative net income, the dilutive instruments will have an anti-dilutive effect when calculating diluted earnings per share. For  
this reason, there is no difference between earnings per share and diluted earnings per share for these periods.  
Acquisition cost  
Acquisition cost as of 1/1/20  
Acquisitions through business combinations  
Translation differences  
273.1  
48.5  
-
(11.0)  
321.7  
0.0  
(11.0)  
-
-
Acquisition cost as of 12/31/20  
273.1  
37.6  
310.7  
Accumulated impairment losses  
Accumulated impairment losses as of 1/1/20  
Impairment losses  
(91.0)  
-
-
-
(91.0)  
0.0  
0.0  
-
-
Translation differences  
Accumulated impairment losses as of 12/31/20  
(91.0)  
-
(91.0)  
Carrying amount  
As of December 31, 2020  
182.2  
37.6  
219.7  
Impairment testing  
Otello has carried out impairment testing as of December 31, 2021, according to IAS 36. As of December 31, 2021, all previously recognized  
goodwill and intangible assets have been derecognized following the loss of control of both the AdColony and Bemobi businesses.  
As a result of the testing, Otello has recorded impairments of three assets.  
Investment in Bemobi Mobile Tech S.A  
The fair value of the investment in Bemobi Brazil has been reassessed based on the share price of that business as of December 31, 2021.  
With a price per share of 15.23 Brazilian real as of that date, the carrying value of the investment has been written down by USD 41.4 million.  
70  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 71  
 
CONSOLIDATED STATEMENT  
2020  
Other  
See Note 15 for further information regarding Otello's investment in Bemobi Mobile Tech S.A  
intangible  
assets  
Investment in Last Lion Holdings Ltd  
[USD million]  
Development  
Total  
Following commencement of Chapter 11 bankruptcy proceedings by the lenders to the Vewd Group on December 15, 2021, Otello has  
assessed that it does not expect to get any value for its shares in Last Lion Holding Ltd, and has accordingly written down the value of its  
investment by $10.1 million to zero as of December 31, 2021.  
Acquisition cost  
Acquisition cost as of 1/1/20  
Additions  
Reclassification  
Disposal  
63.7  
10.3  
-
156.7  
0.1  
220.3  
10.4  
-
See Note 15 for further information regarding Otello's investment in Last Lion Holdings Ltd  
-
-
Loans to associated companies  
-
-
The Group entered into a loan agreement in 2017 of $5 million with Vewd Software AS (formerly Opera TV AS). This loan is outstanding, with  
an accrued interest of $1.0 million to June 30, 2021. In addition, Otello had accrued £1.66 million to reflect the part of Otello's cost that MFC  
has been ordered to pay as part of the ongoing legal proceedings between the parties. Both the loan, interests, and the accrued expenses  
totalling $8.3 million were written off as of June 30, 2021 due to uncertainties of collectability and those uncertainties remain as at  
December 31, 2021.  
Translation differences  
Acquisition cost as of 12/31/20  
(1.4)  
72.5  
(8.7)  
148.1  
(10.1)  
220.6  
Accumulated amortization and impairment losses  
Amortization and impairment losses as of 1/1/20  
Amortization  
Impairment losses  
(51.0)  
(14.7)  
-
(147.0)  
(2.8)  
(197.9)  
(17.5)  
-
See Note 15 for further information regarding Otello's loan and receivable to Vewd Software AS.  
There is otherwise no indication of impairment of other assets that would require impairment tests to be conducted upon those.  
-
Reclassification  
Disposal  
(0.0)  
-
-
-
(0.0)  
-
Translation differences  
Accumulated amortization and impairment losses as of 12/31/20  
0.9  
(64.8)  
6.7  
(143.1)  
7.6  
(207.9)  
Note 12  
Net book value as of 12/31/20  
7.7  
5.0  
12.8  
Intangible assets  
Amortization for the year  
Impairment losses for the year  
(14.2)  
-
(6.3)  
-
(20.6)  
-
2021  
Other  
Useful life  
Amortization plan  
Up to 3 years Up to 7 years  
Linear Linear  
intangible  
[USD million]  
Development  
assets  
Total  
Acquisition cost  
Other intangible assets  
Acquisition cost as of 1/1/21  
Additions  
Reclassification  
72.5  
3.0  
-
148.1  
0.0  
220.6  
3.0  
Other intangible assets relates to prior acquisitions within the AdColony and Bemobi businesses, and comprise customer relationships, customer  
contracts, proprietary technology and trademarks.  
-
-
Disposal  
-
-
-
Development  
Development is an internally developed intangible asset. Engineering salaries are the primary expense incurred in terms of costs related to  
research, development, and maintenance of platforms and applications. In 2021, $4.4 million (2020: 14.4) in engineering salaries were expensed  
in the financial statements. $3.0 million (2020: 10.3) in research and development costs were capitalized in 2021. These are all included within the  
expenses disclosed as part of discontinued operations.  
Translation differences  
Derecognized upon loss of control of business  
(0.6)  
(74.9)  
(3.2)  
(144.9)  
(3.8)  
(219.8)  
Acquisition cost as of 12/31/21  
0.0  
(0.0)  
(0.0)  
Accumulated amortization and impairment losses  
Amortization and impairment losses as of 1/1/21  
Reclassification  
(64.8)  
-
(143.1)  
-
(207.9)  
-
Amortization  
Impairment losses  
(4.4)  
-
(0.2)  
-
(4.6)  
-
Disposal  
-
-
-
Translation differences  
Derecognized upon loss of control of business  
Accumulated amortization and impairment losses as of 12/31/21  
0.3  
68.9  
(0.0)  
2.2  
141.1  
(0.0)  
2.5  
210.0  
(0.0)  
Net book value as of 12/31/21  
(0.0)  
(0.0)  
(0.0)  
Amortization for the year  
Impairment losses for the year  
(4.4)  
-
(0.2)  
-
(4.6)  
-
Useful life  
Amortization plan  
Up to 3 years Up to 7 years  
Linear Linear  
72  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 73  
 
CONSOLIDATED STATEMENT  
Note 13  
Property, plant and equipment  
2020  
Machinery  
and  
equipment improvements  
2021  
Machinery  
and  
equipment improvements  
Fixtures  
and fittings  
Leasehold  
Fixtures  
and fittings  
Leasehold  
[USD million]  
Total  
[USD million]  
Total  
Acquisition cost  
Acquisition cost as of 1/1/20  
Additions  
Reclassification  
Disposal  
Acquisition cost  
Acquisition cost as of 1/1/21  
Additions  
Reclassification  
Disposal  
2.5  
0.3  
-
0.0  
(0.2)  
23.3  
0.3  
-
2.6  
1.1  
-
0.0  
(0.2)  
28.5  
1.7  
2.7  
0.0  
(0.0)  
0.0  
(0.1)  
(2.5)  
23.1  
(0.1)  
(0.0)  
(0.0)  
(0.4)  
(15.6)  
3.6  
0.0  
(0.0)  
(0.0)  
(0.1)  
(3.4)  
29.3  
(0.1)  
(0.0)  
(0.0)  
(0.6)  
(21.6)  
-
-
0.0  
(0.9)  
Translation differences  
(0.6)  
Translation differences  
Derecognized upon loss of control of business  
Acquisition cost as of 12/31/20  
2.7  
23.1  
3.6  
29.3  
Acquisition cost as of 12/31/21  
0.1  
7.0  
0.1  
7.1  
Accumulated depreciation and impairment losses  
Depreciation and impairment losses as of 1/1/20  
Reclassification  
Depreciation  
Impairment losses  
(1.6)  
-
(17.8)  
-
(1.0)  
-
(20.5)  
-
Accumulated depreciation and impairment losses  
Depreciation and impairment losses as of 1/1/21  
Reclassification  
Depreciation  
Impairment losses  
Disposal  
Translation differences  
Derecognized upon loss of control of business  
(1.9)  
0.0  
(0.1)  
-
0.0  
0.1  
(20.1)  
0.0  
(0.8)  
-
0.0  
0.3  
(1.3)  
0.0  
(0.1)  
-
0.0  
0.0  
1.3  
(23.3)  
-
(1.0)  
-
0.0  
0.3  
17.9  
(0.4)  
-
(2.3)  
-
(0.3)  
-
(3.1)  
-
Disposal  
Translation differences  
(0.0)  
0.1  
(0.0)  
0.1  
-
0.0  
(0.0)  
0.2  
Accumulated depreciation and impairment losses as of 12/31/20  
(1.9)  
(20.1)  
(1.3)  
(23.3)  
1.9  
14.6  
Net book value as of 12/31/20  
0.7  
3.0  
2.2  
6.0  
Accumulated depreciation and impairment losses as of 12/31/21  
(0.1)  
(6.0)  
(0.1)  
(6.1)  
Depreciation for the year  
Impairment losses for the year  
(0.4)  
-
(2.3)  
-
(0.3)  
-
(3.1)  
-
Net book value as of 12/31/21  
0.0  
1.0  
0.0  
1.0  
Depreciation for the year  
Impairment losses for the year  
(0.1)  
-
(0.8)  
-
(0.1)  
-
(1.0)  
-
Useful life  
Depreciation plan  
Up to 6 years Up to 10 years Up to 5 years  
Linear Linear Linear  
Useful life  
Depreciation plan  
Up to 6 years Up to 10 years Up to 5 years  
Linear Linear Linear  
74  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 75  
 
CONSOLIDATED STATEMENT  
Note 14  
Right-of-use assets and lease liabilities  
As a result of the IPO of Bemobi and the sale of AdColony (see Note 21 for further information on each), the majority of the Group's lease liabil-  
ities and right of use assets, along with all of the lease receivables, have been derecognized. The lease liabilities, right of use assets and lease  
receivables relating to Bemobi and AdColony have been derecognized with effect from when those businesses no longer formed part of the  
controlled Group. The remaining lease liability and right of use asset relate to the Group's office in Oslo, Norway.  
The movements of the Group’s right of use assets, lease receivables and lease liabilities are presented below:  
Lease liabilities (USD million)  
2021  
2020  
Lease receivables (USD million)  
2021  
2020  
Balance as of 1/1  
Additions  
Translation differences  
Lease payments  
Interest expense on lease liabilities  
Derecognized upon loss of control of business  
4.0  
1.8  
(0.1)  
(2.0)  
0.1  
7.1  
1.2  
(0.3)  
(4.2)  
0.0  
Balance as of 1/1  
Additions  
Income from sublease  
Interest income  
Translation differences  
Derecognized on loss of control of business  
0.9  
-
(0.5)  
0.0  
-
2.4  
0.0  
(1.5)  
0.1  
0.0  
0.0  
(3.5)  
0.2  
(0.5)  
Lease liabilities as of 12/31  
0.3  
4.0  
Lease receivables as of 12/31  
0.0  
0.9  
Of which:  
Of which:  
Current lease liabilities (less than 1 year)  
Non-current lease liabilities (more than 1 year)  
Balance as of 12/31  
0.1  
0.2  
0.3  
2.8  
1.2  
4.0  
Current contract assets (less than 1 year)  
Non-current contract assets (more than 1 year)  
Balance as of 12/31  
-
-
0.0  
0.9  
0.0  
0.9  
Translation differences arise due to translation of lease contracts in local currencies to USD.  
Right of use assets (USD million)  
2021  
2020  
IFRS 16 effects on the consolidated statement of comprehensive income for the year (USD million)  
2021  
2020  
Balance as of 1/1  
Additions  
Depreciation  
Adjustment for depreciation related to Lease receivables  
Translation differences  
Derecognized upon loss of control of business  
3.0  
1.8  
(1.9)  
0.5  
-
4.6  
1.2  
(4.2)  
1.4  
0.0  
-
Operating lease expenses recognized under operating expenses decreased  
Depreciation expense increased as a result of depreciation of ROU assets  
Net interest expense increased as a result of recognition of the lease liability  
Translation differences  
(0.1)  
0.1  
0.0  
0.0  
0.0  
(2.8)  
2.8  
0.2  
(0.3)  
(0.1)  
Other  
(3.0)  
Net effect  
(0.1)  
0.1  
Right of use assets as of 12/31  
0.3  
3.0  
Future lease payments  
The future minimum lease payments under non-cancellable lease contracts are as follows:  
Depreciation is charged to the statement of comprehensive income on a straight-line basis over the estimated useful life of each leased asset.  
The estimated useful life is considered to be the term of the contract for each leased asset.  
2021  
2020  
Payments for leases:  
Less than one year  
Between one to five years  
More than five years  
0.1  
0.2  
-
2.8  
1.2  
0.1  
Total  
0.3  
4.2  
Further information about the impact of IFRS 16, ‘Leases’, is provided in Note 1.  
76  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 77  
 
CONSOLIDATED STATEMENT  
Equity method accounting [USD million]  
The investment in Bemobi Mobile Tech S.A is recognized using the equity method.  
Remaining  
lifetime  
Additional  
Full value excess value  
Note 15  
Trademark  
Technology  
Customer  
Goodwill  
2.6  
5.4  
16.0  
61.9  
47.3  
2.6  
2.9  
15.0  
44.3  
68.5  
Other investments  
5 years  
10 years  
The table below gives a breakdown of the total amount of other investments recognized.  
Other net assets / Other net assets (including locally booked PPA values)  
[USD million]  
2021  
2020  
Total fair value balance on initial recognition under the equity method  
133.2  
133.2  
Investments in associated companies  
Loans to associated companies  
Investments in other shares  
89.4  
0.0  
0.9  
10.1  
7.7  
0.8  
Investment during the fiscal year  
FX adjustment  
Share of the profit (loss)  
Amortization of excess values  
Impairment  
0.0  
(5.4)  
4.8  
(1.8)  
(41.4)  
0.0  
Total  
90.3  
18.7  
Investments in associated companies  
Elimination  
[USD million]  
2021  
2020  
Balance as of 12/31/2021  
89.4  
Investments in Bemobi Mobile Tech S.A  
Investments in Last Lion Holdings Ltd  
89.4  
0.0  
0.0  
10.1  
89.4  
10.1  
On February 9, 2021, Otello announced that Bemobi Mobile Tech S.A. ("Bemobi Brazil"), had set a price of 22.00 Brazilian real ("R$") per common  
share for its IPO. Based on this price, Otello engaged Deloitte to performed a PPA valuation as outlined above. The additional excess value is  
amortized based on the remaining lifetime.  
Investments in Bemobi Mobile Tech S.A  
Following the successful IPO of Bemobi on Bovespa in Brazil, the Group is now a major shareholder in Bemobi Mobile Tech S.A with an ownership  
of 36.0%. For more information regarding the IPO, please see Note 21.  
The fair value of the investment in Bemobi Brazil has been reassessed based on the share price of that business as of December 31, 2021.  
With a price per share of 15.23 Brazilian real as of that date, the carrying value of the investment has been written down by USD 41.4 million.  
It is expected that any future sale of shares in Bemobi Mobile Tech S.A will be subject to capital gains tax in Brazil. Such gains are subject to  
progressive rates, based on the taxable profit.  
Share of profit (loss) from associated companies  
2021  
Under existing tax laws, tax is payable as follows:  
15.0% on capital gains up to R$ 5 million  
Share of the profit (loss)  
Amortization of excess values  
Elimination  
4.9  
(1.8)  
0.0  
+ 17.5% on the portion of capital gains between R$ 5 million and R$ 10 million  
+ 20.0% on the portion of capital gains between R$ 10 million and R$ 30 million  
+ 22.5% on the portion of capital gains over R$ 30 million  
As of reporting date, the tax cost base of Otello's remaining 36.0% shareholding in Bemobi Brazil is R$ 242,396,152.87. Based on the fair value of  
the shares and this tax cost base, a deferred tax liability of USD 10.2 million has been accrued.  
Share of profit (loss) from associated companies  
3.1  
Key financial information regarding Bemobi Mobile Tech S.A  
The summary below provides key financial information for the full year 2021 as well as for the period of 2021 where Bemobi Mobile Tech S.A  
was accounted for as an associated company.  
Investments in Last Lion Holdings Ltd  
Otello finalized an agreement on December 19, 2016 to sell its TV business ("Opera TV") for $80 million. As part of this agreement, Otello retained  
an approximately 27% equity interest in Last Lion Holdings Ltd, through preferred shares, which indirectly owns Opera TV through Last Lion  
Holdco AS. In 2017, Opera TV AS changed its name to Vewd Software AS.  
2021 from  
Otello's case regarding the potential sale of Vewd minority stake  
[BRL million]  
2021  
2/10/21  
As previously reported, Otello was successful in its claim in the High Court of Justice of England and Wales against Moore Frères & Co LLC  
("MFC") and Last Lion Holdings Limited (“Last Lion”), arising from the refusal of the Board of Last Lion, which was controlled by appointees of  
MFC, to approve the sale of Otello’s remaining ownership stake in Last Lion, being approximately 27% in the Vewd Software business. The judge  
granted Otello the injunction it sought requiring the board of Last Lion to approve the buyer.  
Revenue  
EBIT  
Net profit (loss)  
488.8  
87.7  
75.4  
467.8  
103.6  
73.4  
The buyer did not purchase the shares on the terms of the expired Share Purchase Agreement and the High Court determined that MFC should  
be required to purchase Otello’s shares in Last Lion from Otello for the sum of $48 million and that MFC should be required to purchase the Loan  
Note issued in Otello’s favor by a subsidiary of MFC for $5 million plus accrued interest at the time of purchase (currently approximately $1.4  
million).  
Assets  
1 445.5  
66.3  
349.4  
1 029.7  
370.6  
66.5  
Non-current liabilities  
Current liabilities  
Equity  
Otello's share of equity in BRL  
Otello's share of equity in USD  
In default of compliance by MFC with the order for the purchase of Otello’s shares in Last Lion and the Loan Note, the High Court ordered that  
all of the shares in the company shall be sold to a third party with a receiver appointed with all necessary powers to conduct the sale with the  
net proceeds of a sale being applied in satisfaction of MFC’s obligation to purchase the shares and the Loan Note.  
On March 17, 2021, MFC and Otello together with the Vewd Group's secured lenders (the “Lenders”) under a Credit Agreement dated December  
19, 2016 between Last Lion HoldCo AS (“LLH”), Vewd Software AS, the Lenders and Wilmington Trust National Association ("Wilmington Trust")  
reached agreement that as an interim alternative to the appointment of a receiver, a special committee (the "Special Committee") of the board  
78  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 79  
 
CONSOLIDATED STATEMENT  
of Last Lion shall be appointed. The Special Committee was tasked with selling the company or raising finance. The Special Committee was  
appointed on 26 April 2021 but resigned on 12 July 2021 having failed to achieve a sale.  
Loans to associated companies  
The Group entered into a loan agreement in 2017 of $5 million with Vewd Software AS (formerly Opera TV AS). This loan is outstanding, with  
an accrued interest of $1.0 million to June 30, 2021. In addition, Otello had accrued £1.66 million to reflect the part of Otello's cost that MFC has  
been ordered to pay as part of the ongoing legal proceedings between the parties. Both the loan, interests, and the accrued expenses were  
written off as of June 30, 2021 due to uncertainties of collectability and those uncertainties remain as at December 31, 2021.  
On 15 December 2021, Vewd Software AS, and Vewd Software USA (together with LLH and Vewd, the “Vewd Debtors”) commenced a Chapter 11  
bankruptcy proceeding with the United States Bankruptcy Court for the Southern District of New York. Otello filed a notice of appearance and  
a proof of claim in the bankruptcy.  
Investments in other shares  
On 2 February 2022, the United States Bankruptcy Court for the Southern District of New York approved the bankruptcy plan, which included a  
settlement (the “Settlement”) between Otello and the Vewd Debtors.  
Otello owns 1.42% of the shares in Alliance Venture Spring AS and approximately 0.075% of the shares in Life360, Inc, which merged with Zen  
Labs, Inc during 2019. Otello owned shares in Zen Labs Inc prior to this merger. The recognized value of the shares is $0.9 million.  
The Settlement settles claims between Otello, on the one hand, and the Vewd Debtors, on the other. Pursuant to the Settlement, Otello will  
provide advisory services to the entity that will become the reorganized Vewd (“Reorganized Vewd”) under the Vewd Debtors’ Chapter 11 plan  
of reorganization, pursuant to an Advisory Services Agreement, for a limited term. As compensation for its services under the Advisory Services  
Agreement, Otello will receive an advisory fee in the total amount of $250,000 paid out over 12 months and be entitled to 2% of any net  
proceeds arising from a change of control or ownership, liquidation, dissolution, or wind up of Reorganized Vewd, provided such net proceeds  
are over $140 million. Additionally, pursuant to the Settlement, Otello has an option to participate in the issuance of up to $9 million Preferred  
Stock of Reorganized Vewd subject to certain conditions.  
Management has not determined the fair value of these investments, as they are not material for the Group. Alliance Venture Spring is a Norwe-  
gian venture capital firm investing in early stage technology companies. Life360 provides location-based services, sharing and notifications  
application to consumers globally, including integrated driving safety features and tools like Crash Detection and Roadside Assistance. Invest-  
ments in other shares are recognized at cost.  
Note 16  
As indicated previously, Otello does not expect to get any value for its shares in Last Lion after the Chapter 11 proceeding, and the value of its  
shares in Last Lion has accordingly been written down to zero.  
Contingent liabilities  
Accounting treatment of Security Holders agreements with Bemobi Mobile Tech S.A in the consolidated financial statements  
The RSU award agreement with Bemobi Brazil's CEO was terminated in January 2021, and contained vesting conditions tied to Pedro Ripper  
remaining as Bemobi CEO as of the applicable vesting date, to avoid forfeiture. A contingent consideration arrangement in which the  
payments are automatically forfeited if employment terminates, is according to IFRS 2 Share-based payments, to be recognized as  
remuneration for post combination services. The costs associated with the RSU award were therefore recognized, in accordance with  
IFRS 2, in the statement of comprehensive income in the 2020 consolidated financial statements.  
The investment in Last Lion Holdings Ltd is recognized using the equity method, and booked value was $10.1 million as of December 31, 2021.  
Otello had not adjusted the investment in Last Lion Holdings Ltd in 2020 or 2021 due to the fact that we have received limited information  
about Last Lion Holdings Ltd financials. The provided information below is therefore only uncertain estimates. Following commencement of  
Chapter 11 bankruptcy proceedings by the lenders to the Vewd Group on December 15, 2021, Otello has assessed that it does not expect to get  
any value for its shares in Last Lion Holding Ltd, and has accordingly written down the value of its investment to zero as of December 31, 2021.  
An amendment to the Security Holders agreement made in January 2021, in which an additional portion of 4.88% of shares were granted  
to Bemobi Brazil CEO, Pedro Ripper, is considered to be a replacement of the terminated RSU award. This amendment should therefore  
be recognized as a modification of the RSU Award, and as such the costs associated with the grant are recognized, in accordance with  
IFRS 2, in the statement of comprehensive income in the 2021 consolidated financial statements. The impact of this amendment is  
recognized within the operating costs of discontinued operations.  
Information regarding Last Lion Holdings Ltd [USD million]  
2021  
2020  
Revenue  
EBIT  
Net profit (loss)  
N/A  
N/A  
N/A  
35.3  
11.0  
(0.0)  
GDPR complaint filed with the Norwegian Data Protection Authority (DPA)  
As reported in the media, on January 14, 2020, the Norwegian Consumer Council (NCC) filed a complaint to the Norwegian Data Protection  
Authority (DPA) against Grindr and five other companies, including AdColony, who is a supplier to Grindr. As of the date of this report,  
AdColony has not received any formal notification or complaint from the DPA. AdColony is currently looking into the NCC’s complaint and  
will provide further information if and when necessary. The Company has not recognized any contingent liabilities in the financial  
statements related to this matter.  
Assets  
N/A  
N/A  
N/A  
N/A  
N/A  
164.4  
117.5  
9.3  
37.5  
10.1  
Non-current liabilities  
Current liabilities  
Equity  
Refer to Note 21 for further information on this matter, and associated and other obligations of Otello under the Share Purchase Agreement  
with Digital Turbine, inc. Related to the sale of AdColony  
Otello's share of equity  
The investment in Last Lion Holdings Ltd is recognized using the equity method.  
Carrying value [USD million]  
2021  
2020  
Note 17  
10.1  
10.1  
At January 1  
Investment during the financial year  
FX adjustment  
Adjustment from prior year  
Share of the profit (loss)  
Impairment  
-
-
-
-
-
-
-
-
-
Other current liabilities  
[USD million]  
Note  
2021  
2020  
-
(10.1)  
-
Public duties payable  
0.2  
0.6  
1.2  
1.3  
0.0  
5.6  
Elimination  
Stock-based compensation liability  
Accrued bonuses, commission and other employee benefits  
Accrued operating expenses  
6
Total at December 31  
0.0  
10.1  
0.3  
0.0  
0.0  
0.0  
8.4  
Accruals for publisher invoices not yet received  
Accrued restructuring costs  
Other current liabilities  
32.9  
0.0  
0.4  
Total  
2.4  
48.6  
80  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 81  
 
CONSOLIDATED STATEMENT  
2021  
2021  
2020  
Note 18  
Owner's  
and voting  
share %  
Owner's  
and voting  
share %  
Shares and shareholder information  
As of December 31, 2021, Otello had a share capital of NOK 2 245 994.54 (USD 254 787) divided into 112 299 727 ordinary shares with a nominal  
value of NOK 0.02 each (USD 0.002). All ordinary shares have equal voting rights and the right to receive dividends.  
[In thousands of shares]  
Shares  
GOLDMAN SACHS INTERNATIONAL  
OTELLO CORPORATION ASA  
BANK OF AMERICA N.A.  
CITIGROUP GLOBAL MARKETS LTD  
VERDIPAPIRFONDET DNB TEKNOLOGI  
CITIGROUP GLOBAL MARKETS LTD  
AREPO AS  
THE BANK OF NEW YORK MELLON SA/NV  
SKANDINAVISKA ENSKILDA BANKEN AB  
SKANDINAVISKA ENSKILDA BANKEN AB  
VERDIPAPIRFONDET NORDEA NORGE VERD  
UBS EUROPE SE  
SOCIETE GENERALE  
THE BANK OF NEW YORK MELLON SA/NV  
CACEIS BANK  
BNP PARIBAS ARBITRAGE SNC  
SKANDINAVISKA ENSKILDA BANKEN AB  
UBS AG LONDON BRANCH  
21 362  
11 200  
8 171  
19.0 %  
10.0 %  
7.3 %  
5.8 %  
5.5 %  
5.0 %  
4.6 %  
4.5 %  
3.3 %  
3.2 %  
3.1 %  
2.7 %  
2.5 %  
2.0 %  
1.7 %  
1.6 %  
1.6 %  
1.4 %  
1.1 %  
4.9 %  
0.6 %  
0.0 %  
0.0 %  
5.3 %  
0.0 %  
5.4 %  
1.4 %  
0.2 %  
2.6 %  
3.0 %  
0.0 %  
0.0 %  
0.9 %  
1.9 %  
0.0 %  
1.7 %  
An Extraordinary General Meeting of the Company on January 27, 2022, authorized the Board of Directors of Otello Corporation ASA (the "Com-  
pany") to acquire shares in the Company. The maximum value of the shares which the Company may acquire pursuant to the authorization is a  
total face value of NOK 200 000. The minimum amount which may be paid for each share acquired pursuant to this power of attorney is NOK 5,  
and the maximum amount is NOK 200. The shares purchased through the share buyback program may be disposed of to meet obligations under  
employee incentive schemes, as part of consideration payable for acquisitions made by the Company, as part of consideration for any mergers,  
demergers or acquisitions involving the Company, to raise funds for specific investments, for the purpose of paying down loans, or in order to  
strengthen the Company's capital base.  
6 533  
6 200  
5 614  
5 199  
5 031  
3 754  
3 630  
3 524  
3 040  
2 831  
2 246  
1 893  
1 849  
1 840  
1 566  
1 217  
The above authorization is valid up to and including December 31, 2022.  
Share capital decrease  
Reference is made to the resolution by the annual general meeting on June 2, 2021, where a resolution was passed to reduce the share capital  
of the parent company, Otello Corporation ASA, by the cancellation of 13,727,702 treasury shares. The share capital reduction has been registered  
with the Norwegian Register of Business Enterprises, and the new registered share capital of the parent company was NOK 2,494,994.54, and  
the total share count was 124,749,727.  
Reference is made to the resolution by the extraordinary general meeting on September 30, 2021, where a resolution was passed to reduce  
the share capital of the parent company, Otello Corporation ASA, by the cancellation of 12,450,000 treasury shares. The share capital reduction  
has been registered with the Norwegian Register of Business Enterprises, and the new registered share capital of the parent company is NOK  
2,245,994.54, and the total share count is 112,299,727.  
0.0 %  
0.9 %  
0.0 %  
BONHEUR ASA  
EUROCLEAR BANK S.A./N.V.  
981  
0.9 %  
Treasury shares and ordinary shares  
During 2021, Otello purchased 36,500,470 (2020: 388,372) treasury shares for $132.6 million (2020: $0.4 million), and sold 3,272 (2020: 38,555) trea-  
sury shares for $0.0 (2020: $0.1 million).  
Sum  
97 681  
14 619  
87.0 %  
13.0 %  
28.7 %  
71.3 %  
Other shareholders  
Total numbers of shares  
As of December 31, 2021, Otello owned 11,199,998 treasury shares (December 31; 2020: 894,817).  
112 300  
100.0 %  
100.0 %  
Dividends  
Otello did not pay a dividend in 2020 or 2021.  
The Board will propose at the Annual General Meeting on June 2 that the Annual General Meeting grant the Board the authorization to pay  
dividends based on the approved 2021 annual accounts.  
Ownership structure  
The 20 largest shareholders of Otello Corporation ASA shares as of December 31, 2021, were as follows:  
82  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 83  
 
CONSOLIDATED STATEMENT  
Note 19  
Note 21  
Related parties  
Discontinued operations  
Agreement with Bemobi earnout participants  
Please see Note 16 for details of the transaction with the Bemobi earnout participants.  
Definitive agreement to sell AdColony to Digital Turbine  
Otello announced on February 26, 2021, that it had entered into a definitive agreement to sell AdColony to Digital Turbine, Inc. (Nasdaq: APPS)  
for a total estimated consideration of $400 million.  
Bemobi  
The Group holds a 36% equity interest in Bemobi Mobile Tech S.A through common shares. Please see Note 15 for further details on the status of  
this equity interest. The Group also continues to provide accounting and legal support to Bemobi on a transitional basis, which is priced on an  
arm's-length basis and all outstanding balances are settled within normal commercial terms.  
Digital Turbine is a global mobile technology company, passionate about delivering the right content to the right person at the right time across  
all Android devices. The company's on-demand media platform powers frictionless app and content discovery, user acquisition and engagement,  
operational efficiency, and monetization opportunities. Digital Turbine's technology platform has been adopted by more than 40 mobile opera-  
tors and OEMs worldwide, and has delivered more than three billion app preloads for tens of thousands of advertising campaigns. The Company  
is headquartered in Austin, Texas, with global offices in Arlington, Durham, Mumbai, San Francisco, Singapore and Tel Aviv.  
Vewd (Opera TV)  
The Group, as the creditor, entered into a loan agreement in 2017 of $5 million with Vewd Software AS (formerly Opera TV AS), the debtor. This  
loan is outstanding as at December 31, 2021. The Group holds a 27% equity interest in Last Lion Holdings Ltd, through preferred shares, which  
indirectly owns Vewd Software AS through Last Lion Holdco AS. Please see Note 15 for further details on the status of this loan and  
equity interest.  
The transaction is supported by the Board of Directors of Otello (the "Board") as well as the management of Otello and AdColony. The Board  
submitted the transaction to the Otello shareholders for approval at an extraordinary general meeting which took place on March 26, 2021 (the  
"EGM"). The vast majority of votes represented at the EGM voted in favor of the sale. The transaction closed on April 28, 2021. The completion  
of the transaction was subject to customary closing conditions. LUMA Securities LLC acted as exclusive financial advisor and Hogan Lovells LLP  
served as legal advisor to Otello in conjunction with the transaction.  
Members of the Board of Directors and Executive Management  
The Group has not engaged in any related party transactions with any members of the Board of Directors of Otello Corporation ASA or Otello
Group executive management.  
Consideration and contingent assets  
Members of the Board of Directors and Executive Management of the Group and their immediate relatives controlled 0.3% (2020: 0.3%) of the  
Group's voting share as per December 31, 2021.  
Initially, the total estimated consideration for the acquisition of AdColony by Digital Turbine was $400 million, including a normalized amount of  
working capital and $19 million in cash. Some or all of the cash would be returned to Otello subject to the achievement of certain future net rev-  
enue targets. Consideration for the acquisition would be as follows: (1) $100 million in cash paid at the Closing (the "Closing Cash Consideration  
Amount”); (2) $100 million to be paid on or before the 180th day following the Closing Date (the "Second Cash Consideration Amount”), less the  
aggregate amount of all Transaction-Related Bonuses payable on or promptly following the time of payment of the Second Cash Consideration  
Amount; and an amount in cash calculated based on the net revenues earned by AdColony during the earnout period (the “Earnout Payment  
Amount”).  
Information regarding compensation for the Board of Directors and executive management can be found in Note 6.  
Executive Management also participate in the Group's stock option and RSU program (see Note 6).  
Otello announced on August 30, 2021, that it had agreed to settle the earnout with Digital Turbine to a fixed amount of $204.5 million and  
that the payment date was moved forward to January 15, 2022. With this agreement, the total consideration for the acquisition will be $404.5  
million, including a normalized amount of working capital and $19 million in cash.  
Note 20  
As the amount of the Earnout Payment Amount has now been fixed, it is no longer considered a contingent asset as had previously been the  
case. Accordingly, the Earnout Payment Amount has now been booked as a receivable in the balance sheet and included in the calculation of  
the net profit on disposal of AdColony.  
Corporate Structure of Otello Group  
Below is a list of group companies in the Otello group as at December 31, 2021:  
The cash for the earnout payable amount was received by Otello in early 2022.  
Owner and  
voting share  
Working  
Entity name  
Location  
Country  
Segment  
April 28,  
2021  
Capital  
Closing Cash Consideration Amount (USD million)  
Adjustment  
Otello Corporation ASA  
Oslo  
Norway  
Corporate  
Listed  
Closing Cash Consideration Amount  
minus: Indebtedness Payoff Amount  
minus: Transaction Expenses Amount  
minus: Closing Bonus Amount  
minus: Closing Bonus Employer Taxes  
Estimated Working Capital Surplus / (Shortfall)  
Estimated Net Cash Surplus / (Shortfall)  
100.0  
0.0  
Directly owned subsidiaries  
(2.4)  
(4.0)  
(0.1)  
(3.3)  
1.9  
Otello Technology Investment AS (formerly Bemobi Holding AS)  
Privacy & Performance Ireland Ltd  
Skyfire Labs, Inc.  
Oslo  
Dublin  
San Mateo  
Norway  
Ireland  
United States Corporate  
Corporate  
Corporate  
100 %  
100 %  
100 %  
(5.8)  
3.9  
Indirectly owned subsidiaries  
None  
Closing Payment  
92.1  
(1.8)  
84  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 85  
 
CONSOLIDATED STATEMENT  
Bemobi IPO successfully completed  
On February 9, 2021, Otello announced that Bemobi Mobile Tech S.A. ("Bemobi Brazil"), had set a price of 22.00 Brazilian real  
(“R$”) per common share for its IPO. Based on this price, the gross proceeds of the primary component of the IPO reached R$  
1,094,117,684 ($203,943,536), resulting in an equity value, post-money, of Bemobi Brazil at IPO of R$ 2,000,000,024 ($372.800.004).  
Second Cash Consideration Amount (USD million)  
October 26, 2021  
Cash Consideration Amount  
minus: Transaction Expenses Amount  
minus: Bonus Amount  
100.0  
(1.9)  
(2.7)  
(0.1)  
On February 10, 2021, Bemobi Brazil had its first day of trading on the Bovespa stock exchange in Sao Paolo, Brazil, under the  
ticker “BMOB3”. Otello’s ownership pre-IPO was 34,553,860 shares in Bemobi, equal to 83.92% ownership, with other shareholders  
holding 6,622,610 shares (16.08% ownership) and hence a full share count of 41,176,470. The base offering for the IPO was 49,732,622  
shares, hence giving a total share count post-IPO of 90,909,092 shares, with Otello’s ownership reduced to 38.01%. The managers  
in the IPO had a greenshoe option where Otello could sell up to 6,388,478 additional shares at the IPO price (R$22) by reducing its  
ownership to 30.98% and resulting in a gross payment to Otello of up to R $140,546,516 (approximately $26 million). The managers  
in the IPO sold an additional 1,834,272 of the potential 6,388,478 shares under the greenshoe option, reducing Otello's ownership  
in Bemobi Brazil to 35.99%. After fees and taxes, Otello Technology Investment AS (formerly Bemobi Holding AS) received net  
proceeds from the greenshoe option of R$ 33,583,598.60 (approximately $6 million).  
minus: Bonus Employer Taxes  
Second Payment  
95.3  
Future Payment Amount (USD million)  
Earnout Payment Amount  
As part of the use of proceeds in connection with the IPO, a dividend and share proceed payment of R$ 431,637,688.80 (approxi-  
mately USD 78 million), less R$ 543,334.35 in Brazilian tax, has been paid from Bemobi Brazil to Otello Technology Investment AS,  
of which R$ 362,215,321.83 (approximately USD 65 million), less the relevant share of the Brazilian tax, was paid to Otello Corpora-  
tion ASA.  
Cash Consideration Amount  
minus: Transaction Expenses Amount  
minus: Bonus Amount  
204.5  
(4.1)  
(8.3)  
(0.4)  
minus: Bonus Employer Taxes  
Information regarding the IPO of Bemobi Brazil, including the Brazilian Final Prospectus, is available in Portuguese on the websites  
of Bemobi Brazil (https://www.bemobi.com.br), the Brazilian underwriters, the CVM and the São Paulo stock exchange.  
Earnout Payment  
191.7  
Following the successful IPO of Bemobi on Bovespa in Brazil, Otello Corporation ASA ("Otello") is now a major shareholder in Be-  
mobi Brazil with an ownership below 50%. Consequently, Bemobi financials are no longer consolidated into Otello's accounts but  
are booked according to the equity method. Please see Note 15 for more information about the equity method accounting.  
Earn-out agreement and Security Holders agreements with Bemobi Mobile Tech S.A  
The Group acquired the Brazilian subsidiary Bemobi Mobile Tech S.A (formerly Bemobi Midia e Entretenimento Ltda) (“Bemobi Bra-  
zil”) in 2015. As part of the acquisition agreement, an earn-out agreement was entered into with the former owners. In 2018, this  
earn-out agreement was renegotiated in a Security Holders agreement, with a partial cash settlement of USD 20 million and 11.2  
% shares in the intermediate holding company Otello Technology Investment AS (formerly Bemobi Holding AS). The shares were  
to be held in escrow until a major transaction in relation to Bemobi Brazil should take place (a qualified sale or an Initial Public  
Offering "IPO"). If such a major transaction did not take place within certain deadlines, the former owners of Bemobi Brazil could  
require Otello to acquire the shares at a fixed amount.  
To assist AdColony in paying bonus obligations tied to the sale of the business, Otello provided a short-term loan of $850,000 to AdColony,  
which was settled in full at the same time as the earnout payment.  
Material Indemnification-Related Post-Earnout Obligations  
Below is a summary of material indemnification-related obligations of Otello Corporation ASA (“Otello”) under that certain Share Purchase  
Agreement, dated February 26, 2021 (the “SPA”), between Otello, Digital Turbine, Inc., Digital Turbine Media, Inc. (“DT”) and AdColony Hold-  
ing AS (“AdColony”), following the settlement of DT’s earnout obligations under the SPA. The summary below does not purport to be a  
complete and accurate summary of Otello’s obligations under the SPA. For a complete understanding of all of Otello’s obligations under  
the SPA, reference should be made to the full text of the SPA, which can be found at: https://ir.digitalturbine.com/all-sec-filings/con-  
tent/0001104659-21-060531/0001104659-21-060531.pdf  
In January 2020, an amendment to the Security Holders agreement was agreed, regarding the deadline and fixed amount. The  
deadline for a major transaction was set at December 31, 2020, and the fixed amount was set at USD 18.6 million. At the same  
time, an RSU Award agreement was reached between Otello Technology Investment AS, the holding company of Otello’s Bemobi  
business and Bemobi Brazil’s CEO, Pedro Ripper regarding a share-based incentive program.  
None of the Indemnification Obligations of Otello, as presented below, has been recognized as liabilities in the financial statement as it has  
yet to be confirmed whether Otello has a present obligation that could lead to an outflow of economic benefits, nor does the Indemnification.  
Obligations of Otello meet the recognition criteria in IAS 37 as it is not probable that an outflow of economic benefits will happen at this stage.  
In January 2021, the parties again renegotiated the deadline for when an IPO could occur (at the same time removing a qualified  
sale as an option for a major transaction), and the conditions regarding transferring the shares in Otello Technology Investment  
AS. The deadline was set at February 15, 2021. The fixed amount was unchanged at USD 18.6 million. With the announcement of  
Bemobi Brazil's IPO on February 9, 2021, the clauses relating to the occurrence of a major transaction are no longer relevant. For  
more information regarding the IPO, please see above.  
Indemnification Obligations of Otello  
Otello is obligated to indemnify (subject to certain limitations) DT and its affiliates for losses related to the following matters:  
(i) breaches or inaccuracies of certain representations and warranties;  
(ii) breaches of certain covenants by Otello and AdColony;  
(iii) pre-closing and certain other taxes;  
At the same time, the parties renegotiated the Security Holders agreement concerning the number of shares that the former  
owners of BemobiBrazil were to receive. This was increased from 11.2 % to 16.083% of the shares in Otello Technology Investment  
AS, and shares in Bemobi Brazil also equaling 16.083%. The increase from 11.2% to 16.083% represents an additional portion agreed  
with Bemobi Brazil’s CEO, Pedro Ripper, as acknowledgement for his part in negotiations of the transaction and subsequent  
agreements with Otello.  
(iv) the operations and subsequent sale of Skyfire Labs, Inc.; and  
(v) certain specified matters, consisting of  
(A) an action for a claim under the Children’s Online Privacy Protection Act;  
(B) fines levied by the Norwegian Data Protection Authority pursuant to certain data privacy matters;  
(C) fines arising from a civil investigation by the Federal Trade Commission in connection with certain data privacy matters;  
(D) a claim for breaches of certain non-solicitation obligations of AdColony and its subsidiaries; and  
(E) a harassment claim against a former executive of AdColony.  
Further, in January 2021, the above-mentioned RSU Award agreement with Bemobi Brazil’s CEO, Pedro Ripper was agreed to be  
terminated. Pedro Ripper and the intermediate holding company of Otello’s Bemobi business, Otello Technology Investment AS,  
entered into a Share Call Option agreement. This agreement ensures that shares will be granted to Pedro Ripper upon an IPO of  
Bemobi Brazil. The shares are not automatically forfeited if his employment terminates. However, Otello Technology Investment  
AS might choose to exercise the call option. In addition, Pedro Ripper and Otello Technology Investment AS entered into a Voting  
agreement. This agreement put in place a “lock-up” of Ripper’s shares and gives him voting instructions issued by Otello Technolo-  
gy Investment AS.  
GDPR complaint filed with the Norwegian Data Protection Authority (DPA)  
Please refer to Note 16 for information on this matter.  
86  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 87  
 
CONSOLIDATED STATEMENT  
Results of discontinued operations (USD million)  
Note  
2021  
2020  
Note 22  
Revenue  
80.6  
258.9  
Events after the reporting period  
Operating expenses  
(71.2)  
(253.4)  
Operating profit (loss), excluding impairment and restructuring expenses  
Impairment and restructuring expenses  
9.4  
(1.3)  
8.1  
5.4  
0.2  
5.7  
Armed conflict between Ukraine and Russia  
On 24 February 2022, armed conflict broke out between Ukraine and Russia. This armed conflict does not provide evidence of conditions  
existing at the end of the reporting period, thus classifying the break out of armed conflict as a non-adjusting event according to IAS 10.  
The Company has neither customers nor suppliers in either Ukraine or Russia, and has concluded that there is no need to make any  
adjustments to the financial statements. However, should the situation continue or escalate, the Company, like everyone else, could be  
affected. It is too early to calculate any likely effect of these events on the Company.  
Operating profit (loss)  
Net financial items (loss)  
Net (gain) loss from sale of discontinued operations, net of tax  
(1.0)  
216.8  
(3.6)  
0.0  
The Company may be indirectly affected by the armed conflict through its investment in Bemobi Mobile Tech S.A ("Bemobi"). Bemobi has  
reported that approximately 5% of its revenues outside Brazil are generated in Ukraine and Russia. In addition, Bemobi has a team of 35  
people based in Ukraine. It is also to early too calculate any likely effect that this will have on Bemobi's position, and accordingly on Otello.  
Profit (loss) before income tax  
Tax expense  
223.9  
(3.8)  
2.1  
(1.5)  
0.6  
Cancellation of shares bought back  
After the end of the year, Otello registered the cancellation of the 11,200,000 shares purchased in the buyback in December. After that cancella-  
tion, Otello has 101,099,727 shares on issue.  
Profit (loss) from discontinued operations  
220.1  
Settlement of tax for Bemobi  
Earnings (loss) per share (continuing operations):  
Basic earnings per share (USD)  
Diluted earnings per share (USD)  
On 20 April 2022, the Company announced that it had elected to change the investment regime for its holding of Bemobi shares from the  
4131 regime to the 4373 regime. Under the 4373 regime, capital gains are subject to 0% withholding tax. In order to proceed with the change,  
the Company has settled the tax on the capital gain based on the difference between the share market price on 31 March 2022 and the tax  
cost basis. Based on a share price of BRL 16.43, the Company has paid a total of BRL 67,334,818 (approximately $14.4 million) in withholding  
tax and the Brazilian tax on financial operations (IOF).  
10  
10  
1.77  
1.77  
0.00  
0.00  
Cash flow information (discontinued operations):  
2021  
2020  
At the time of the Bemobi IPO, the Company had recognized a deferred tax liability under the 4131 regime of approximately $19.67 million,  
based on the initial IPO share price of BRL 22.00. The settlement and change of investment regime means that any appreciation of the shares  
after the change will not be subject to further taxes on capital gains or withholding taxes.  
Cash flow from operating activities  
Cash flow from investment activities  
Cash flow from financing activities  
15.3  
176.5  
29.4  
27.7  
(10.0)  
(2.7)  
No events have occurred after the reporting date that would require the interim financial statements to be adjusted.  
Please see stock exchange announcements for further information on any subsequent events.  
Effect of disposal on the financial position of the Group: (USD million)  
AdColony  
Bemobi  
2021  
Net asset and liabilities  
(230.0)  
(35.6)  
(265.6)  
Banker fees and other fees  
Consideration to earnout participants  
Estimated consideration, to be satisfied in cash (incl NWC adjustment)  
FV assessment recognized using the equity method  
Estimated deferred tax liabilities on sale of shares  
Acquisition cost  
(24.0)  
0.0  
401.2  
0.0  
0.0  
0.0  
(0.3)  
(13.3)  
41.6  
133.2  
(19.7)  
(6.0)  
(24.3)  
(13.3)  
442.9  
133.2  
(19.7)  
(6.0)  
Net profit  
147.2  
100.0  
247.2  
Consideration received, satisfied in cash  
Cash and cash equivalents disposed of  
185.5  
(24.8)  
41.3  
(22.8)  
226.9  
(47.6)  
Net cash inflows *)  
160.8  
18.5  
179.3  
*) Proceeds from disposal of subsidiaries and associated companies, net of cash disposed  
Proceeds from non-controlling interests  
Net cash inflows *)  
0.0  
0.0  
30.8  
30.8  
30.8  
30.8  
*) Proceeds from disposal of subsidiaries and associated companies, net of cash disposed  
88  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 89  
 
PARENT COMPANY  
Statement of  
Comprehensive Income  
USD million  
Note  
2021  
2020  
Revenue  
2, 8  
0.0  
0.0  
0.0  
Total operating revenue  
0.0  
Cost of goods sold  
0.0  
(4.3)  
(0.6)  
(2.9)  
(0.0)  
(4.7)  
(0.7)  
(1.5)  
Employee benefits expense  
Depreciation and amortization expenses  
Other operating expenses  
4
9
5
Total operating expenses  
(7.9)  
(7.9)  
(7.0)  
(7.0)  
(0.1)  
(7.1)  
Operating profit (loss), excluding impairment and restructuring expenses  
Impairment losses and restructuring expenses  
Operating profit (loss)  
7
(66.4)  
(74.3)  
Interest income  
Interest expenses  
Net financial income (expense)  
Dividends received  
Profit sale of shares  
3, 8  
3, 8  
3
8
13  
7
0.3  
(1.7)  
8.8  
0.0  
51.7  
0.0  
2.9  
(1.4)  
(5.2)  
5.8  
(0.8)  
0.0  
Parent Company  
Share of profit (loss) from associated companies  
Financial Statements 2021  
Net financial items  
59.1  
(15.2)  
0.0  
1.3  
(5.7)  
(3.2)  
(8.9)  
Otello Corporation ASA  
Profit (loss) before income taxes  
Income taxes  
6
Profit (loss)  
(15.2)  
Other comprehensive income:  
Items that may or will be transferred to profit (loss)  
Foreign currency translation differences  
(12.0)  
13.4  
4.5  
Total comprehensive income (loss)  
(27.2)  
Profit (loss) attributable to:  
Owners of Otello Corporation ASA  
Non-controlling interests  
(15.2)  
-
(8.9)  
-
Total comprehensive income (loss) attributable to:  
Owners of Otello Corporation ASA  
Non-controlling interests  
(27.2)  
-
4.5  
-
Otello Corporation ASA - Annual Report 2021 91  
 
PARENT COMPANY  
Statement of  
Statement of  
Financial Position  
Financial Position  
USD million  
Note  
12/31/2021  
12/31/2020  
USD million  
Note  
12/31/2021  
12/31/2020  
Assets  
Shareholders' equity and liabilities  
Property, plant and equipment  
Investments in subsidiaries  
Right of use assets  
Other investments  
Receivables from group companies  
9
7
10  
7
0.9  
80.0  
0.3  
0.9  
-
1.6  
306.2  
0.2  
18.7  
132.8  
Equity attributable to owners of the company  
258.0  
423.6  
423.6  
Total equity  
258.0  
Liabilities  
8
Non-current liabilities to group companies  
Financial lease liabilities  
8
10  
90.6  
0.2  
2.5  
0.1  
Total non-current assets  
82.2  
459.5  
Total non-current liabilities  
90.8  
2.6  
Accounts receivable  
Accounts receivable from group companies  
Other receivables  
Other receivables from group companies  
Cash and cash equivalents  
3
0.1  
0.0  
193.1  
0.0  
0.0  
0.2  
0.3  
0.1  
8
13  
8
3
Loans and borrowings  
Financial lease liabilities  
Accounts payable  
Accounts payable to group companies  
Other current liabilities to group companies  
Other current liabilities  
0.0  
0.1  
0.2  
0.0  
2.6  
1.7  
35.0  
0.1  
0.1  
0.0  
0.0  
1.3  
10  
78.1  
2.7  
8
3, 8  
Total current assets  
Total assets  
271.2  
353.4  
3.4  
462.9  
Total current liabilities  
Total liabilities  
4.6  
95.4  
36.6  
39.2  
Total equity and liabilities  
353.4  
462.9  
Oslo, April 27, 2022  
Andre Christensen  
Chairman of the Board  
Birgit Midtbust  
Song Lin  
Maria Borge Andreassen  
Anooj Unarket  
Lars Boilesen  
CEO  
92  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 93  
 
PARENT COMPANY  
Statement of  
Cash Flows  
USD million  
Note  
2021  
2020  
Cash flow from operating activities  
Profit (loss) before taxes  
(15.2)  
(5.7)  
Depreciation and amortization expense  
Impairment of assets  
Net (gain) loss from disposals of subsidiaries and other share investments  
Dividends received  
Other adjustments for which cash effects are investing or financing cash flow  
Changes in accounts receivable 1)  
Changes in accounts payable 1)  
Other adjustments for non-cash items  
Share-based remuneration  
FX differences related to changes in balance sheet items  
9
7
13  
8
0.6  
66.4  
(51.7)  
0.0  
0.4  
(0.1 )  
0.1  
1.3  
(5.8)  
(2.4)  
0.7  
0.0  
(1.5)  
(5.8)  
(1.2)  
5.8  
5.6  
(2.6)  
1.1  
8
4
(3.9)  
Net cash flow from operating activities  
(6.3)  
(7.5)  
Cash flow from investment activities  
Proceeds from sale of shares  
13  
7
8
8
8
185.5  
(0.1)  
73.4  
(2.0)  
0.0  
-
(0.1)  
2.5  
(0.7)  
(5.8)  
-
Other cash payments to acquire equity or debt instruments of other entities  
Proceeds from loans received from group companies  
Repayment of loans to group companies  
Loans given to group companies  
Loans given to other companies  
13  
(0.9)  
Net cash flow from investment activities  
256.0  
(4.0)  
Cash flow from financing activities  
Payments of other equity instruments  
Payments to acquire entity's shares  
Proceeds from loans and borrowings  
Repayments of loans and borrowings  
Payment of finance lease liabilities, net  
(0.1)  
(132.6)  
0.0  
(35.5)  
(0.1)  
0.0  
(0.4)  
15.0  
(1.3)  
(0.1)  
3
3
10  
Net cash flow from financing activities  
Net change in cash and cash equivalents  
(168.3)  
81.4  
13.1  
1.6  
Cash and cash equivalents (beginning of period)  
2.7  
1.2  
Effects of exchange rate changes on cash and cash equivalents  
(6.0)  
(0.1)  
Cash and cash equivalents 2)  
78.1  
2.7  
1) This includes changes in intercompany balances. See Note 8 for further information.  
2) Of which $0.0 million (2020: 0.0 million) is restricted cash as of December 31, 2021.  
94  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 95  
 
PARENT COMPANY  
Statement of  
Statement of  
Changes in equity  
Changes in equity  
Number  
Number  
of shares  
of shares  
outstanding  
(million)  
Issued  
capital  
Share  
premium  
Treasury  
shares  
Translation  
reserve  
Other  
equity  
Total  
equity  
outstanding  
(million)  
Issued  
capital  
Share  
premium  
Treasury  
shares  
Translation  
reserve  
Other  
equity  
Total  
equity  
USD million  
USD million  
Balance as of 12/31/2020  
137.6  
0.3  
357.9  
(74.9)  
(156.8)  
297.1  
423.7  
Balance as of 12/31/2019  
137.9  
0.3  
357.9  
(74.5)  
(170.2)  
304.9  
418.4  
Comprehensive income  
for the period  
Profit for the period  
Comprehensive income for  
the period  
Profit for the period  
(15.2)  
(15.2)  
(8.9)  
(8.9)  
Other comprehensive  
income  
Foreign currency translation  
differences  
Other comprehensive  
income  
Foreign currency translation  
differences  
(12.0)  
(12.0)  
13.4  
13.4  
Total comprehensive  
income for the period  
Total comprehensive  
income for the period  
-
-
-
(12.0)  
(15.2)  
(27.2)  
-
-
13.4  
(8.9)  
4.5  
Issue of share capital  
Capital decrease  
Treasury shares acquired  
Treasury shares sold  
Share-based payment  
transactions  
0.0  
0.0  
(132.6)  
0.0  
Issue of share capital  
Capital decrease  
Treasury shares acquired  
Treasury shares sold  
Share-based payment  
transactions  
(0.0)  
(0.0)  
0.0  
(0.4)  
0.1  
(0.1)  
(201.9)  
201.9  
(132.6)  
0.0  
(36.5)  
0.0  
(0.4)  
0.0  
(0.4)  
0.1  
(5.8)  
(5.8)  
1.1  
1.1  
Balance as of 12/31/2021  
101.1  
0.3  
156.0  
(5.6)  
(168.8)  
276.1  
258.0  
Balance as of 12/31/2020  
137.6  
0.3  
357.9  
(74.9)  
(156.8)  
297.1  
423.7  
Face value of the shares  
The face value of the shares is NOK 0.02.  
Reserve for own shares  
The reserve for the Company’s own shares comprises the face value cost and excess value of own shares held by the Company.  
Translation reserve  
The translation reserve consists of all foreign currency differences arising from the translation of the account balances that are not in USD.  
Other equity  
Other equity consists of option and RSU costs recognized according to the equity settled method and all other transactions, including but not  
limited to, total recognized income and expenses for the current period.  
96  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 97  
 
PARENT COMPANY  
Note 1  
Note 3  
General information and  
significant accounting principles  
Financial risk and financial instruments  
FX gain (loss) and other financial income (expense)  
The table below shows the breakdown of FX gains and losses, and other financial income and expense.  
General information  
These are the financial statements of Otello Corporation ASA, which is the holding company for the Otello Group and includes the Group  
Executive Management (chief operating decision-makers) and associated staff functions. See also Note 1 in the Group’s consolidated financial  
statements.  
[USD million]  
2021  
2020  
FX gain (loss)  
Other finance income (expense)  
8.8  
0.0  
(4.9)  
(0.2)  
Statement of compliance  
The parent company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted  
by the EU and accompanying interpretations. The parent company financial statements also include certain disclosures in order to comply with  
certain regulations and paragraphs in the Norwegian Accounting Act and the Securities Trading Act.  
Total  
8.8  
(5.2)  
These parent company financial statements have been approved and issued by the Board of Directors on April 27, 2022 for approval by the  
Annual General Meeting on June 2, 2022.  
Currency risk  
The majority of the financial risk that the Company is exposed to relates to currency risk due to exchange rate fluctuations. The majority of the  
Company's operating expenses are in NOK.  
The explanation of the accounting policies in the consolidated financial statements also applies to the parent company, and the notes to the  
consolidated financial statements will cover the parent company, except for the below.  
The lending and borrowing activities of the Company are primarily in USD.  
Investments in subsidiaries – parent company  
Breakdown of cash deposits by currency [USD million]  
2021  
2020  
For investments in subsidiaries, associates and jointly controlled entities, the cost method is applied. The cost price is increased when funds are  
added through capital increases or when group contributions are made to subsidiaries. Dividends received are initially taken as income. Divi-  
dends exceeding the portion of retained profit after the acquisition are reflected as a reduction in cost price. Dividend/group contributions from  
subsidiaries are reflected in the same year that the dividend is approved by the general meeting.  
NOK  
USD  
EUR  
50.3  
27.8  
0.0  
0.2  
2.5  
0.0  
0.0  
Investments in subsidiaries, associates and jointly controlled entities are reviewed for impairment whenever events or changes in circumstances  
indicate that the carrying amount may exceed the fair value of the investment. An impairment loss is reversed if the impairment situation is  
deemed to no longer exist.  
Other  
0.0  
Total  
78.1  
2.7  
Foreign exchange contracts  
During 2021 and 2020, the Company did not use forward exchange contracts to hedge its currency risk, and the Company had not entered any  
foreign exchange contracts as of December 31, 2021.  
Liquidity risk  
The Company had the following liquidity reserve and credit facility as of December 31.  
Note 2  
Company activities  
Liquidity reserve [USD million]  
12/31/2021  
12/31/2020  
The Company's main activities are to serve the Group as a whole, through the following functions and services: CEO/Board of Directors, corpo-  
rate finance and accounting, legal, HR and IT. The Company charges some of the costs related to these functions to subsidiaries.  
Cash and cash equivalents  
Cash and cash equivalents  
-of which restricted funds  
78.1  
0.0  
2.7  
0.0  
The principal activities of the Group’s business areas are described in more detail in Note 4 Operating and segment information in the Group's  
consolidated financial statements.  
Unrestricted cash  
78.1  
2.7  
98  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 99  
 
PARENT COMPANY  
Credit Facility  
12/31/2021  
12/31/2020  
Note 4  
Long-term cash credit  
-of which utilized  
0.0  
0.0  
50.0  
35.0  
Payroll expense and  
remuneration to management  
Credit facility  
In January 2021, Otello signed an amendment to the 3 year Revolving Credit Facility (RCF) agreement of 2018 with DNB Bank ASA, increasing the  
facility from $50 million to $68.6 million. The payment guarantee that was signed in March 2020 of an amount equal to USD 18,561,118 in favor of  
Pedro Ripper, CEO of Bemobi, (on behalf of the former owners of Bemobi) was converted to be part of the RCF agreement. This conversion was  
carried out in February 2021 following the public listing of Otello's Bemobi business in Brazil. In addition, the termination date of the RCF was  
extended to June 30, 2021.  
Payroll expenses [USD million]  
2021  
2020  
Salaries and bonuses  
Social security cost  
(2.8)  
(1.2)  
(0.2)  
(0.0)  
(0.1)  
(2.7)  
(0.6)  
(0.2)  
(1.2)  
(0.1)  
During April 2021, Otello utilized some of the proceeds received from the Bemobi IPO to fully pay back all of the $35 million of the RCF that had  
previously been drawn up and terminated the RCF agreement.  
Pension cost  
Share-based remuneration including social security cost  
Insurance and other employee benefits  
Payments to long-term contractual staff  
As at December 31, 2021, Otello has no outstanding loans payable.  
(0.0)  
(0.0)  
Capital management  
The Group's policy has been to maintain a high equity-to-asset ratio and to maintain a solid capital base so as to maintain investor, creditor and  
market confidence and to sustain future development of the business.  
Total  
(4.3)  
(4.7)  
16  
Average number of employees  
11  
In 2021 and 2020, the Board of Directors has used its authorization to purchase treasury shares. Please see Note 18 in the consolidated financial  
statements for more information.  
The Company has incorporated the requirements set out by the Mandatory Occupational Pensions Act ("Obligatorisk Tjeneste Pensjon").  
Financial instruments  
Financial instruments, and contracts accounted for as such, are included in several line items in the statement of financial position and classified  
in categories for accounting treatment. A classification of financial instruments in Otello is presented below:  
Remuneration to key management personnel  
Information about remuneration to key management personnel is given in the accompanying Note 6 in the consolidated financial statements.  
Share-based compensation  
For details of share-based compensation, see Note 6 in the consolidated financial statements.  
[USD million]  
Amortised cost  
2021  
Fair value  
Options  
The number and weighted average exercise price of share options are as follows:  
Assets - current  
Accounts receivable  
Receivables from group companies  
Cash and cash equivalents  
0.1  
0.0  
78.1  
2021  
Weighted av-  
erage exercise  
price (NOK)  
2020  
Weighted av-  
erage exercise  
price (NOK)  
Liabilities - current  
Accounts payable  
Accounts payable to group companies  
Other current liabilities to group companies  
Number of  
options (in  
thousands)  
Number of  
options (in  
thousands)  
0.2  
0.0  
2.6  
Outstanding at the beginning of the period  
Terminated (employee terminations)  
Forfeited during the period  
Expired during the period  
Cancelled during the year  
Exercised during the period  
Granted during the period  
Outstanding at the end of the period  
19.47  
3 525  
-
(75)  
40.74  
-
2 050  
-
2020  
-
38.50  
-
-
Assets - current  
Accounts receivable  
Receivables from group companies  
Cash and cash equivalents  
-
-
-
-
36.72  
42.16  
-
18.99  
19.47  
(528)  
(1 448)  
-
3 450  
3 525  
0.0  
0.2  
2.7  
33.02  
(3 450)  
-
-
-
-
Liabilities - current  
Accounts payable  
Accounts payable to group companies  
Other current liabilities to group companies  
Exercisable at the end of the period  
0.00  
-
40.84  
50  
0.1  
0.0  
0.0  
In 2021, there were no new options granted (2020: 3 450 000 options granted).  
100  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 101  
 
PARENT COMPANY  
The table below shows the number of options issued to employees at various strike prices and exercise dates.  
Note 5  
2021: There were no options issued in 2021, and there are none outstanding as of 31 December 2021.  
Other operating expenses  
TOTAL OUTSTANDING OPTIONS  
VESTED OPTIONS  
Other expenses [USD million]  
2021  
2020  
Outstanding options  
Weighted  
average remaining  
lifetime (years)  
Weighted  
average exercise  
price (NOK)  
Vested options  
12/31/2021  
Weighted  
average exercise  
price (NOK)  
Audit, legal and other advisory services  
Purchase of equipment, not capitalized  
Travel expenses  
Rent and other office expenses  
Hosting expenses, excl. depreciation cost  
Other expenses  
(2.0)  
(0.2)  
(0.0)  
(0.2)  
(0.1)  
(0.8)  
(0.3)  
(0.0)  
(0.1)  
(0.1)  
(0.3)  
2020  
per 12/31/2021 (in  
thousands)  
Exercise price  
(in thousands)  
0.00 - 10.00  
10.00 - 12.30  
12.30 - 15.00  
15.00 - 20.00  
20.00 - 25.00  
25.00 - 30.00  
30.00 - 35.00  
35.00 - 40.00  
40.00 - 45.00  
45.00-  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50  
-
-
-
-
-
-
-
-
(0.4)  
3 450  
3.67  
-
-
-
-
18.99  
Total  
(2.9)  
(1.5)  
-
-
-
-
75  
-
-
-
-
Remuneration to the statutory auditors  
The following table shows audit fees for the current and prior year. For all categories the reported fee is the recognized expense in other operat-  
ing expenses for the year to the external auditor, PwC.  
-
41.66  
-
-
40.84  
-
1.20  
-
Audit fees [USD million]  
2021  
2020  
Total  
3 525  
3.61  
19.47  
50  
40.84  
Statutory audit  
(0.2)  
(0.0)  
0.0  
(0.3)  
Assurance services  
Tax advisory services  
Other services  
-
-
-
Exercise price = strike price  
(0.1)  
Total  
(0.3)  
(0.3)  
The table below shows the date, number and achieved selling price of options exercised.  
2021:  
Number of exercised  
options (in thousands)  
Achieved  
selling price (NOK)  
Date of exercise  
4/29/21  
3 450  
3 450  
33.02  
Total  
2020: No options exercised in 2020.  
102  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 103  
 
PARENT COMPANY  
Note 6  
Taxes  
Posted to  
statement of  
Posted  
directly to  
the equity  
Disposals to  
discontinued  
operations  
Balance comprehensive  
Balance  
31/12/21  
2020 [USD million]  
1/1/21  
income  
[USD million]  
2021  
2020  
Accounts receivable  
Provisions and accruals  
Total  
Temporary differences not recognized  
in the statement of financial position  
0.0  
0.2  
0.2  
0.0  
(0.1)  
(0.1)  
-
-
0.0  
-
-
0.0  
0.0  
0.1  
0.1  
Income tax expense recognized in the statement of comprehensive income:  
Current tax  
Changes in deferred taxes  
-
0.0  
-
-
(3.2)  
-
Tax expense related to change in tax rate  
0.0  
0.2  
(0.1)  
0.0  
0.0  
0.0  
0.0  
(0.1)  
0.0  
Total  
0.0  
(3.2)  
Temporary differences recognized  
in the statement of financial position  
(0.2)  
Recognized deferred tax assets and liabilities:  
Deferred tax balances presented in the statement of financial position comprise the following:  
Tax loss carryforwards  
Tax loss carryforwards not recognized  
in the statement of financial position  
Tax loss carryforwards recognized  
in the statement of financial position  
2.3  
-
1.4  
(3.7)  
(2.3)  
(2.5)  
-
-
-
-
3.7  
(3.7)  
0.0  
[USD million]  
2021  
2020  
Deferred tax assets related to tax loss carryforwards  
Deferred tax assets related to temporary differences  
0.0  
0.0  
0.0  
0.0  
2.3  
2.5  
0.0  
0.0  
0.0  
0.0  
Net deferred tax assets (liabilities) recognized  
in the statement of financial position  
Net deferred assets (liabilities)  
0.0  
0.0  
0.0  
The Company recognizes deferred tax assets related to tax losses in the statement of financial position when it is considered probable that  
taxable profit will be generated in future periods against which these tax losses carries forwards can be utilized.  
At December 31, 2020, the tax loss carry forwards in the Company have been derecognized, since it is deemed not probable that sufficient future  
taxable profits will be generated against which these can be utilized.  
Reconciliation of effective tax rate [USD million]  
2021  
2020  
Profit (loss) before tax  
Income tax using the corporate income tax rate in Norway 1)  
(15.2)  
3.3  
(5.7)  
1.3  
Deferred tax assets (liabilities) and changes during the year  
22.0 %  
22.0 %  
Effect of changes in tax rates  
Effect of deferred tax assets not recognized  
Effect of non-taxable and non-deductible items  
0.0  
(0.1)  
(3.2)  
0.0  
0.0  
(4.4)  
Posted to  
statement of  
Posted  
directly to  
the equity  
Disposals to  
discontinued  
operations  
Balance comprehensive  
Balance  
31/12/21  
2021 [USD million]  
1/1/21  
income  
Total tax expense for the year  
0.0  
(3.2)  
Accounts receivable  
Provisions and accruals  
Total  
Temporary differences not recognized  
in the statement of financial position  
0.0  
0.1  
0.1  
(0.0)  
(0.1)  
(0.1)  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
(0.0)  
0.5  
Effective tax rate  
0.0 %  
−54.8 %  
1) The income tax rate in Norway was 22 % in 2021, and 22 % in 2020. The tax rate will remain unchanged in 2022.  
(0.1)  
0.0  
0.1  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
Permanent differences  
Temporary differences recognized  
in the statement of financial position  
Permanent differences include impairment losses, dividends received, share-based remuneration, and non-deductible costs.  
0.0  
Tax loss carryforwards  
Tax loss carryforwards not recognized  
in the statement of financial position  
Tax loss carryforwards recognized  
in the statement of financial position  
3.7  
(3.7)  
0.0  
0.2  
(0.2)  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
3.9  
(3.9)  
0.0  
Net deferred tax assets (liabilities) recognized  
in the statement of financial position  
0.0  
0.0  
0.0  
104  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 105  
 
PARENT COMPANY  
Acquisition of Skyfire Labs, inc  
Note 7  
As part of a restructuring in conjunction with the sale of the AdColony business, the Company acquired direct ownership of Skyfire Labs, Inc.  
from AdColony Holdings US, Inc. Skyfire Labs, Inc. was acquired at net asset value.  
Investments in subsidiaries,  
and other investments  
Divestment of AdColony  
The Company disposed of all of the shares in AdColony Holding AS (and, accordingly, all of its subsidiaries, with the exception of Skyfire Labs,  
Inc. As referred above) to a subsidiary of Digital Turbine, Inc. Please see Note 16 of the consolidated financial statements for more information.  
Reacquisition of shares in Otello Technology Investment AS (formerly Bemobi Holding AS)  
As part of the transactions related to the Bemobi IPO, the Company reacquired full ownership of Otello Technology Investment AS. Please see  
Notes 16 and 21 of the consolidated financial statements for further information.  
Investments in subsidiaries  
Below is an overview of the investements in subsidiaries directly held by Otello Corporation ASA as of December 31, 2021.  
Divestment of Bemobi  
Bemobi Mobile Tech S.A was listed on the Bovespa stock exchange in Brazil through an IPO. As part of the IPO, new shares were issued in Bemobi  
Mobile Tech S.A, after which the Company no longer held a controlling interest. Accordingly, Bemobi Mobile Tech S.A and its subsidiaries are no  
longer considered subsidiaries of the Company.  
Otello Technology Investment AS  
(formerly Bemobi Holding AS)  
Privacy & Performance  
Ireland Ltd  
[USD million]  
Skyfire Labs, Inc.  
Impairment related to the Bemobi investment  
The Company has carried out impairment testing as of December 31, 2021. The main asset owned by Otello Technology Investment AS are the  
shares in thelisted Bemobi Mobile Tech S.A. Based on the share price of Bemobi Mobile Tech S.A at that date and the prevailing exchange rate,  
the Company recognized an impairment loss. Please see Note 15 of the consolidated financial statements for more information.  
Segment (Group)  
Acquisition/establishment date  
Registered office  
Corporate  
8/8/2016  
Oslo, Norway  
100 %  
Corporate  
9/14/2016  
Dublin, Ireland  
100 %  
Corporate  
5/4/06  
San Mateo, USA  
100 %  
Shares in subsidiaries  
Ownership and voting share  
There were no shares in subsidiaries owned by other group companies, and indirectly owned by the Company, as at December 31, 2021.  
Equity at year end  
Profit for the year  
172.7  
51.9  
0.3  
(36.4)  
0.0  
(0.3)  
Other investments  
The table below gives a breakdown of the total amount of other investments recognized.  
Privacy &  
Performance  
Ireland Ltd  
[USD million]  
2021  
2020  
Otello Technology  
Skyfire  
Information related to carrying value:  
Investment AS  
Labs, Inc.  
Total  
Investments in associated companies  
Loans to associated companies  
Investments in other shares  
Total  
0.0  
0.0  
0.9  
0.9  
10.1  
7.7  
0.8  
18.7  
Acquisition cost  
63.0  
64.6  
-
0.2  
0.0  
-
0.3  
0.0  
-
63.6  
64.6  
-
Equity increase prior to current year  
Equity increase in the current year  
Divestment of 11.2% of the shares, prior year  
Reacquisition of 11.2% of the shares, current year  
Impairment loss prior to current year  
Impairment loss in the current year  
Group contribution prior to current year  
Group contribution in the current year  
Translation differences  
(10.5)  
10.5  
0.0  
(48.1)  
0.0  
0.0  
0.0  
0.0  
0.0  
0.0  
-
0.0  
0.0  
0.0  
0.0  
0.0  
-
(10.5)  
10.5  
0.0  
(48.1)  
0.0  
Please see Note 15 in the Consolidated financial statements for further information regarding other investements.  
Impairment and restructuring expense [USD million]  
2021  
2020  
Vewd Software AS loan impairment  
Last Lion Holdings Ltd shares impairment  
Otello Technology Investment AS shares impairment  
Legal and other costs related to business combinations and disposals  
(8.2)  
(10.1)  
(48.1)  
-
-
-
-
-
0.0  
(0.1)  
(0.1)  
(0.0)  
(0.0)  
Carrying value  
79.5  
0.2  
0.3  
80.0  
(0.1)  
Total  
(66.4)  
(0.1)  
106  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 107  
 
PARENT COMPANY  
Breakdown of intercompany receivables by currency: [USD million]  
2021  
2020  
Note 8  
NOK  
USD  
GBP  
0.0  
0.0  
0.0  
0.1  
133.1  
0.0  
Receivables, payables and transactions  
with group companies  
Total  
0.0  
133.2  
For the largest intercompany receivables described in detail above, an interest rate of 3 month LIBOR + 130 basis points is charged.  
Receivables and payables  
The table below presents a breakdown of receivables and payables with group companies. [USD million]  
Breakdown of intercompany payables by currency: [USD million]  
2021  
2020  
USD  
SGD  
93.2  
-
2.5  
0.0  
Other receivables (non-current)  
Accounts receivables  
2021  
Other receivables (current)  
2021  
2020  
2020  
2021  
2020  
0.1  
Total  
93.2  
2.5  
0.0  
132.8  
0.0  
0.2  
0.0  
Transactions with group companies [USD million]  
Liabilities (non-current)  
2021  
Accounts payable  
2021  
Other liabilities (current)  
Transactions  
2021  
2020  
2020  
2020  
2021  
2020  
Intercompany revenue  
0.0  
0.0  
0.3  
0.0  
(0.0)  
2.7  
90.6  
2.5  
0.0  
0.0  
2.6  
0.0  
Intercompany costs of goods sold  
Interest income from related parties  
Interest expense to related parties  
(1.3)  
(0.1)  
All outstanding balances with the related parties are priced on an arm’s-length basis and are to be settled in cash within five years of the  
reporting date. None of the balances are secured. The balances outstanding are specified as follows:  
Settlement of loan receivable from AdColony, Inc  
As part of a restructuring in conjunction with the sale of the AdColony business, the non-current receivable of USD 132.8 million which was-  
boustanding from AdColony, Inc as of December 31, 2020 was settled by way of a in-kind capital contribution to the parent company of the  
AdColony business, AdColony Holding AS.  
2021  
Receivables from group companies [USD million]  
Payables to group companies [USD million]  
Loan agreements with Otello Technology Investment AS  
As part of the transactions involved with the IPO of the Bemobi business, the Company's subsidiary, Otello Technology Investment AS took over  
the earnout liability of the company to the earnout participants in the Bemobi business. The value of this liability was initially calculated to be  
BRL 101.4 million, and subsequently agreed with Otello Technology Investment AS to be denominated as a loan of USD 18.0 million.  
Otello Technology Investment AS  
Performance and Privacy Ireland Limited  
0.0  
0.0  
Otello Technology Investment AS  
93.2  
Total receivables  
0.0  
Total payables  
93.2  
Following the IPO of the Bemobi business, Otello Technology Investment AS has loaned surplus funds to the Company for use in general busi-  
ness activities and to have available for potential return to investors. These funds total USD 71.4 million, comprising 5 separate loans.  
2020  
All of these additional loans from Otello Technology Investment AS are subject to written loan agreements, with an interest rate of 3 month  
LIBOR + 250 basis points being charged.  
Receivables from group companies [USD million]  
Payables to group companies [USD million]  
As of December 31, 2021, the amount of USD 2.5 million that was a non-current liability to Otello Technology Investment AS as of the previous  
balance date was reclassified as a current liability and repaid under the terms of that loan agreement in January 2022.  
AdColony Inc (USA)  
AdColony ApS (Denmark)  
Other entities  
133.1  
0.1  
0.0  
Otello Technology Investment AS  
Other entities  
2.5  
0.0  
Loan agreement with AdColony ApS  
During 2021, the Company borrowed USD 2 million on a short-term basis from AdColony ApS and repaid it during the same month without  
interest.  
Total receivables  
133.2  
Total payables  
2.5  
Loan agreement and dividend payment  
The Company received dividends totalling USD 5.8 million from Performance and Privacy Ireland Ltd in 2020, which was set-off against the loan  
note of the same amount that Performance and Privacy Ireland Ltd held against the Company.  
108  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 109  
 
PARENT COMPANY  
Note 9  
Note 10  
Property, plant & equipment  
Right-of-use assets and lease liabilities  
2021  
During 2019, the Company signed a new lease agreement for the rental of its Oslo offices which will run from December 2019 through November  
2024. The lease has a break clause after 3 years, which, prior to 2021, had been assumed to be exercised. In November 2021, the Company chose  
not to exercise the break clause, and accordingly it is now assumed that the lease will run its full term through November 2024. This lease has  
been capitalized, and details of this are presented below.  
Machinery and  
[USD million]  
equipment  
Total  
Acquisition cost  
Acquisition cost as of 1/1/21  
Acquisitions  
The movements of the Company’s right of use assets, contract assets and lease liabilities are presented below:  
5.7  
-
5.7  
0.0  
Currency differences  
(0.2)  
(0.2)  
Lease liabilities (USD million)  
2021  
2020  
Acquisition cost as of 12/31/21  
5.5  
5.5  
Balance as of 1/1  
Additions  
Translation differences  
Lease payments  
Interest expense on lease liabilities  
Lease liabilities as of 12/31  
0.2  
0.2  
0.0  
(0.1)  
0.0  
0.3  
0.3  
-
(0.0)  
(0.1)  
0.0  
0.2  
Depreciation and impairment losses  
Acquisition cost as of 1/1/21  
Depreciation for the year  
Currency differences  
(4.0)  
(0.6)  
0.1  
(4.0)  
(0.6)  
0.1  
Accumulated depreciation as of 12/31/21  
(4.5)  
(4.5)  
Of which:  
Net book value as of 12/31/21  
0.9  
0.9  
Current lease liabilities (less than 1 year)  
Non-current lease liabilities (more than 1 year)  
Balance as of 12/31  
0.1  
0.2  
0.3  
0.1  
0.1  
0.2  
2020  
Right of use assets (USD million)  
2021  
2020  
Machinery and  
equipment  
[USD million]  
Total  
Balance as of 1/1  
Additions  
Depreciation  
0.2  
0.2  
(0.1)  
0.0  
0.3  
-
(0.1)  
-
Acquisition cost  
Acquisition cost as of 1/1/20  
Acquisitions  
5.5  
-
0.1  
5.6  
0.0  
0.1  
Translation differences  
Right of use assets as of 12/31  
0.3  
0.2  
Currency differences  
Acquisition cost as of 12/31/20  
5.7  
5.7  
Depreciation is calculated on a straight-line basis over the estimated useful life of each lease asset. The estimated useful life is considered to  
be the term of the contract for each leased asset.  
Depreciation and impairment losses  
Acquisition cost as of 1/1/20  
Depreciation for the year  
(3.3)  
(0.6)  
(0.1)  
(2.7)  
(0.6)  
(0.1)  
Translation differences arise due to translation of lease contracts in local currencies to USD.  
Currency differences  
IFRS 16 effects on the consolidated statement of comprehensive income for the year  
Accumulated depreciation as of 12/31/20  
(4.0)  
(4.0)  
Net book value as of 12/31/20  
1.6  
1.6  
(USD million)  
2021  
2020  
Useful life  
Depreciation plan  
Up to 10 years  
Linear  
Interest expense  
Depreciations  
(0.0)  
(0.1)  
(0.0)  
(0.1)  
110  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 111  
 
PARENT COMPANY  
Future lease payments  
The future minimum lease payments under non-cancellable lease contracts are as follows:  
Note 12  
Related parties  
Agreement with Bemobi earnout participants  
Please see Note 11 for details of the transaction with the Bemobi earnout participants.  
(USD million)  
2021  
2020  
Payments for leased premises:  
Less than one year  
Between one to five years  
More than five years  
0.1  
0.2  
-
0.1  
0.1  
-
Bemobi  
Total  
0.3  
0.2  
Through its wholly owned subsidiary, Otello Technology Investment AS (formerly Bemobi Holding AS), the Company holds a 36% equity interest  
in Bemobi Mobile Tech S.A through common shares. Please see Note 15 in the Consolidated financial statements for further details on the status  
of this equity interest. The Company also continues to provide accounting and legal support to Bemobi on a transitional basis, which is priced on  
an arm's-length basis and all outstanding balances are settled within normal commercial terms.  
Further information about the impact of IFRS 16, ‘Leases’, is provided in Note 1.  
Vewd (Opera TV)  
The Company, as the creditor, entered into a loan agreement in 2017 of $5 million with Vewd Software AS (formerly Opera TV AS), the debtor.  
This loan is outstanding as at December 31, 2021. The Company holds a 27% equity interest in Last Lion Holdings Ltd, through preferred shares,  
which indirectly owns Vewd Software AS through Last Lion Holdco AS. Please see Note 15 in the consolidated financial statements for further  
details on the status of this loan and equity interest.  
Note 11  
Apart from the above transactions, and for transactions with group companies in the normal course of business, the Company did not engage in  
any related party transactions, including with any members of the Board of Directors or Executive Management.  
Contingent liabilities  
See Note 8 for information regarding transactions with group companies.  
Earn-out agreement and Security Holders agreements with Bemobi Mobile Tech S.A  
The Group acquired the Brazilian subsidiary Bemobi Mobile Tech S.A (formerly Bemobi Midia e Entretenimento Ltda) (“Bemobi Brazil”) in 2015.  
As part of the acquisition agreement, an earn-out agreement was entered into with the former owners. In 2018, this earn-out agreement was  
renegotiated in a Security Holders agreement, with a partial cash settlement of USD 20 million and 11.2 % shares in the intermediate holding  
company Otello Technology Investment AS (formerly Bemobi Holding AS). The shares were to be held in escrow until a major transaction in rela-  
tion to Bemobi Brazil should take place (a qualified sale or an Initial Public Offering "IPO"). If such a major transaction did not take place within  
certain deadlines, the former owners of Bemobi Brazil could require Otello to acquire the shares at a fixed amount.  
Members of the Board of Directors and Executive Management  
The Group has not engaged in any related party transactions with any members of the Board of Directors of Otello Corporation ASA or Otello  
Group executive management.  
Members of the Board of Directors and Executive Management of the Group and their immediate relatives controlled 0.3% (2020: 0.3%) of the  
Group's voting share as per December 31, 2021.  
In January 2020, an amendment to the Security Holders agreement was agreed, regarding the deadline and fixed amount. The deadline for a  
major transaction was set at December 31, 2020, and the fixed amount was set at USD 18.6 million. At the same time, an RSU Award agreement  
was reached between Otello Technology Investment AS, the holding company of Otello’s Bemobi business and Bemobi Brazil’s CEO, Pedro Ripper  
regarding a share-based incentive program.  
Information regarding compensation for the Board of Directors and executive management can be found in Note 6 of the consolidated financial  
statements.  
Executive Management also participate in the Group's stock option and RSU program (see Note 6 of the consolidated financial statements).  
In January 2021, the parties again renegotiated the deadline for when an IPO could occur (at the same time removing a qualified sale as an op-  
tion for a major transaction), and the conditions regarding transferring the shares in Otello Technology Investment AS. The deadline was set at  
February 15, 2021. The fixed amount was unchanged at USD 18.6 million. With the announcement of Bemobi Brazil's IPO on February 9, 2021, the  
clauses relating to the occurrence of a major transaction are no longer relevant. For more information regarding the IPO, please see Note 21.  
At the same time, the parties renegotiated the Security Holders agreement concerning the number of shares that the former owners of Bemobi  
Brazil were to receive. This was increased from 11.2 % to 16.083% of the shares in Otello Technology Investment AS, and shares in Bemobi Brazil  
also equaling 16.083%. The increase from 11.2% to 16.083% represents an additional portion agreed with Bemobi Brazil’s CEO, Pedro Ripper as  
acknowledgement for his part in negotiations of the transaction and subsequent agreements with Otello.  
Further, in January 2021, the above-mentioned RSU Award agreement with Bemobi Brazil’s CEO, Pedro Ripper was agreed to be terminated.  
Pedro Ripper and the intermediate holding company of Otello’s Bemobi business, Otello Technology Investment AS, entered into a Share Call Op-  
tion agreement. This agreement ensures that shares will be granted to Pedro Ripper upon an IPO of Bemobi Brazil. The shares are not automat-  
ically forfeited if his employment terminates. However, Otello Technology Investment AS might choose to exercise the call option. In addition,  
Pedro Ripper and Otello Technology Investment AS entered into a Voting agreement. This agreement put in place a "lock up" of Ripper’s shares  
and gives him voting instructions issued by Otello Technology Investment AS.  
Please see Note 16 in the Consolidated financial statements for further information regarding contingent liabilities.  
112  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 113  
 
PARENT COMPANY  
Future Payment Amount (USD million)  
Earnout Payment Amount  
Note 13  
Cash Consideration Amount  
minus: Transaction Expenses Amount  
minus: Bonus Amount  
204.5  
(4.1)  
(8.3)  
(0.4)  
Sale of AdColony  
minus: Bonus Employer Taxes  
Definitive agreement to sell AdColony to Digital Turbine  
Otello announced on February 26, 2021, that it had entered into a definitive agreement to sell AdColony to Digital Turbine, Inc. (Nasdaq: APPS)  
for a total estimated consideration of $400 million.  
Earnout Payment  
191.7  
Digital Turbine is a global mobile technology company, passionate about delivering the right content to the right person at the right time across  
all Android devices. The company's on-demand media platform powers frictionless app and content discovery, user acquisition and engagement,  
operational efficiency, and monetization opportunities. Digital Turbine's technology platform has been adopted by more than 40 mobile opera-  
tors and OEMs worldwide, and has delivered more than three billion app preloads for tens of thousands of advertising campaigns. The Company  
is headquartered in Austin, Texas, with global offices in Arlington, Durham, Mumbai, San Francisco, Singapore and Tel Aviv.  
To assist AdColony in paying bonus obligations tied to the sale of the business, Otello provided a short-term loan of $850,000 to AdColony,  
which was settled in full at the same time as the earnout payment.  
Effect of disposal on the financial position of the Company: (USD million)  
AdColony  
(325.1)  
The transaction is supported by the Board of Directors of Otello (the "Board") as well as the management of Otello and AdColony. The Board  
submitted the transaction to the Otello shareholders for approval at an extraordinary general meeting which took place on March 26, 2021 (the  
"EGM"). The vast majority of votes represented at the EGM voted in favor of the sale. The transaction closed on April 28, 2021. The completion  
of the transaction was subject to customary closing conditions. LUMA Securities LLC acted as exclusive financial advisor and Hogan Lovells LLP  
served as legal advisor to Otello in conjunction with the transaction.  
Shares in subsidiaries  
Banker fees and other fees  
Estimated consideration, to be satisfied in cash (incl NWC adjustment)  
(24.0)  
401.2  
Consideration and contingent assets  
Initially, the total estimated consideration for the acquisition of AdColony by Digital Turbine was $400 million, including a normalized amount of  
working capital and $19 million in cash. Some or all of the cash would be returned to Otello subject to the achievement of certain future net rev-  
enue targets. Consideration for the acquisition would be as follows: (1) $100 million in cash paid at the Closing (the "Closing Cash Consideration  
Amount”); (2) $100 million to be paid on or before the 180th day following the Closing Date (the "Second Cash Consideration Amount”), less the  
aggregate amount of all Transaction-Related Bonuses payable on or promptly following the time of payment of the Second Cash Consideration  
Amount; and an amount in cash calculated based on the net revenues earned by AdColony during the earnout period (the “Earnout Payment  
Amount”).  
Net profit  
52.1  
Consideration received, satisfied in cash  
185.5  
Net cash inflows  
185.5  
Otello announced on August 30, 2021, that it had agreed to settle the earnout with Digital Turbine to a fixed amount of $204.5 million and  
that the payment date was moved forward to January 15, 2022. With this agreement, the total consideration for the acquisition will be $404.5  
million, including a normalized amount of working capital and $19 million in cash.  
As the amount of the Earnout Payment Amount has now been fixed, it is no longer considered a contingent asset as had previously been the  
case. Accordingly, the Earnout Payment Amount has now been booked as a receivable in the balance sheet and included in the calculation of the  
net profit on disposal of AdColony.  
The cash for the earnout payable amount was received by Otello in early 2022.  
Working  
April 28,  
2021  
Capital  
Closing Cash Consideration Amount (USD million)  
Adjustment  
Closing Cash Consideration Amount  
minus: Indebtedness Payoff Amount  
minus: Transaction Expenses Amount  
minus: Closing Bonus Amount  
minus: Closing Bonus Employer Taxes  
Estimated Working Capital Surplus / (Shortfall)  
Estimated Net Cash Surplus / (Shortfall)  
100.0  
0.0  
(2.4)  
(4.0)  
(0.1)  
(3.3)  
1.9  
(5.8)  
3.9  
Closing Payment  
92.1  
(1.8)  
Second Cash Consideration Amount (USD million)  
October 26, 2021  
Cash Consideration Amount  
minus: Transaction Expenses Amount  
minus: Bonus Amount  
100.0  
(1.9)  
(2.7)  
(0.1)  
minus: Bonus Employer Taxes  
Second Payment  
95.3  
114  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 115  
 
PARENT COMPANY  
Note 13  
Note 14  
Potential sale of Vewd minority stake  
Events after the reporting period  
Armed conflict between Ukraine and Russia  
Otello's case regarding the potential sale of Vewd minority stake  
On 24 February 2022, armed conflict broke out between Ukraine and Russia. This armed conflict does not provide evidence of conditions  
existing at the end of the reporting period, thus classifying the break out of armed conflict as a non-adjusting event according to IAS 10.  
The Company has neither customers nor suppliers in either Ukraine or Russia, and has concluded that there is no need to make any  
adjustments to the financial statements. However, should the situation continue or escalate, the Company, like everyone else, could be  
affected. It is too early to calculate any likely effect of these events on the Company.  
As previously reported, Otello was successful in its claim in the High Court of Justice of England and Wales against Moore Frères & Co LLC  
("MFC") and Last Lion Holdings Limited (“Last Lion”), arising from the refusal of the Board of Last Lion, which was controlled by appointees of  
MFC, to approve the sale of Otello’s remaining ownership stake in Last Lion, being approximately 27% in the Vewd Software business. The judge  
granted Otello the injunction it sought requiring the board of Last Lion to approve the buyer.  
The buyer did not purchase the shares on the terms of the expired Share Purchase Agreement and the High Court determined that MFC should  
be required to purchase Otello’s shares in Last Lion from Otello for the sum of $48 million and that MFC should be required to purchase the Loan  
Note issued in Otello’s favor by a subsidiary of MFC for $5 million plus accrued interest at the time of purchase (currently approximately $1.4  
million).  
The Company may be indirectly affected by the armed conflict through its investment in Bemobi Mobile Tech S.A ("Bemobi"). Bemobi has  
reported that approximately 5% of its revenues outside Brazil are generated in Ukraine and Russia. In addition, Bemobi has a team of 35  
people based in Ukraine. It is also to early too calculate any likely effect that this will have on Bemobi's position, and accordingly on  
Otello.  
In default of compliance by MFC with the order for the purchase of Otello’s shares in Last Lion and the Loan Note, the High Court ordered that  
all of the shares in the company shall be sold to a third party with a receiver appointed with all necessary powers to conduct the sale with the  
net proceeds of a sale being applied in satisfaction of MFC’s obligation to purchase the shares and the Loan Note.  
Cancellation of shares bought back  
After the end of the year, Otello registered the cancellation of the 11,200,000 shares purchased in the buyback in December. After that  
cancellation, Otello has 101,099,727 shares on issue.  
On March 17, 2021, MFC and Otello together with the Vewd Group's secured lenders (the “Lenders”) under a Credit Agreement dated December  
19, 2016 between Last Lion HoldCo AS (“LLH”), Vewd Software AS, the Lenders and Wilmington Trust National Association ("Wilmington Trust")  
reached agreement that as an interim alternative to the appointment of a receiver, a special committee (the "Special Committee") of the board  
of Last Lion shall be appointed. The Special Committee was tasked with selling the company or raising finance. The Special Committee was  
appointed on 26 April 2021 but resigned on 12 July 2021 having failed to achieve a sale.  
Settlement of tax for Bemobi  
On 20 April 2022, the Company announced that it had elected to change the investment regime for its holding of Bemobi shares from the 4131  
regime to the 4373 regime. Under the 4373 regime, capital gains are subject to 0% withholding tax. In order to proceed with the change, the  
Company has settled the tax on the capital gain based on the difference between the share market price on 31 March 2022 and the tax cost  
basis. Based on a share price of BRL 16.43, the Company has paid a total of BRL 67,334,818 (approximately $14.4 million) in withholding tax and  
the Brazilian tax on financial operations (IOF).  
On 15 December 2021, Vewd Software AS, and Vewd Software USA (together with LLH and Vewd, the “Vewd Debtors”) commenced a Chapter 11  
bankruptcy proceeding with the United States Bankruptcy Court for the Southern District of New York. Otello filed a notice of appearance and a  
proof of claim in the bankruptcy.  
At the time of the Bemobi IPO, the Company had recognized a deferred tax liability under the 4131 regime of approximately $19.67 million, based  
on the initial IPO share price of BRL 22.00. The settlement and change of investment regime means that any appreciation of the shares after the  
change will not be subject to further taxes on capital gains or withholding taxes.  
On 2 February 2022, the United States Bankruptcy Court for the Southern District of New York approved the bankruptcy plan, which included a  
settlement (the “Settlement”) between Otello and the Vewd Debtors.  
No events have occurred after the reporting date that would require the interim financial statements to be adjusted.  
Please see stock exchange announcements for further information on any subsequent events.  
The Settlement settles claims between Otello, on the one hand, and the Vewd Debtors, on the other. Pursuant to the Settlement, Otello will  
provide advisory services to the entity that will become the reorganized Vewd (“Reorganized Vewd”) under the Vewd Debtors’ Chapter 11 plan  
of reorganization, pursuant to an Advisory Services Agreement, for a limited term. As compensation for its services under the Advisory Services  
Agreement, Otello will receive an advisory fee in the total amount of $250,000 paid out over 12 months and be entitled to 2% of any net  
proceeds arising from a change of control or ownership, liquidation, dissolution, or wind up of Reorganized Vewd, provided such net proceeds  
are over $140 million. Additionally, pursuant to the Settlement, Otello has an option to participate in the issuance of up to $9 million Preferred  
Stock of Reorganized Vewd subject to certain conditions.  
As indicated previously, Otello does not expect to get any value for its shares in Last Lion after the Chapter 11 proceeding, and the value of its  
shares in Last Lion has accordingly been written down to zero.  
116  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 117  
 
To the General Meeting of Otello Corporation ASA  
Independent Auditor’s Report  
Report on the Audit of the Financial Statements  
Opinion  
We have audited the financial statements of Otello Corporation ASA, which comprise:  
•
the financial statements of the parent company Otello Corporation ASA (the Company), which  
comprise the balance sheet as at 31 December 2021, the income statement, 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, and  
•
the consolidated financial statements of Otello Corporation ASA and its subsidiaries (the  
Group), which comprise the consolidated statement of financial position as at 31 December  
2021, the consolidated statement of comprehensive income, consolidated statement of  
changes in equity and consolidated statement of cash flows for the year then ended, and  
notes to the financial statements, including a summary of significant accounting policies.  
Auditor´s  
report  
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 2021, 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, and  
the financial statements give a true and fair view of the financial position of the Group as at 31  
December 2021, 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 laws and regulations 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 2 June 2017 for the accounting year 2017.  
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  
Otello Corporation ASA - Annual Report 2021 119  
 
Key Audit Matters  
Other Information  
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 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.  
The Group’s business activities have changed significantly due to the divestments of Bemobi and  
AdColony. Valuation of goodwill and intangible assets is, as they have been derecognized, no longer  
considered to be Key Audit Matters. However, Accounting for divestments contains enough inherent  
complexities for us to include it as a key audit matter.  
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.  
Key Audit Matters  
How our audit addressed the Key Audit Matter  
Accounting for divestments  
During 2021 Otello Corporation ASA made We obtained the documents supporting the two  
two major divestments. In February 2021  
Bemobi Brazil was listed on the Bovespa  
divestments, which we studied carefully to understand  
the transactions. To further deepen our understanding,  
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report  
stock exchange in Sao Paulo, Brazil. Otello’swe held discussions with management about the details  
ownership pre-IPO was over 80% which wasand terms in the agreements. Our discussions included  
reduced to approximately 36% through the an understanding of managements procedures to ensure  
IPO and subsequent sales of shares. Also, appropriate cut off in preparing the balance sheet at the  
in February 2021, Otello announced that it disposal date for the calculation of the profit on disposal,  
had entered into a definitive agreement to and managements use of judgement and whether  
•
•
is consistent with the financial statements and  
contains the information required by applicable legal requirements.  
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate  
Governance and Corporate Social Responsibility.  
sell AdColony to Digital Turbine, Inc. The  
disposal was completed in April 2021.  
management had considered the various aspects of the  
accounting requirements, particularly the requirements in  
IFRS 5.  
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 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.  
The financial statements report the “profit  
(loss) from discontinued operations, net of We tested and recalculated management’s calculation of  
tax” in the income statement which the profit on disposal based on our understanding of the  
comprises the trading results from Bemobi supporting documentation and considered whether  
and AdColony up to the date of disposal,  
together with the profit on disposal.  
Management used judgement to evaluate consideration and claims from the purchaser. Our  
the accounting treatment. The agreement forprocedures included using data from trading in the  
the disposal of AdColony also included a  
deferred consideration which also was  
calculated using judgement.  
managements calculations appropriately reflected the  
terms of the sale and purchase agreement in respect of  
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 and using 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.  
Bemobi share on Bovespa. We assessed the deferred  
consideration amount recognized in the 31 December  
2021 results by comparing it to our understanding of the  
agreements and the underlying facts. We also  
considered and reviewed the appropriateness of the  
disclosures included in the Group financial statements  
and found them to appropriately reflect the facts of the  
divestments.  
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.  
We considered profit from discontinued  
operations to be a key area of focus due to  
the detailed calculations involved and  
judgements necessary to arrive at what  
accounting treatment to use.  
Our procedures did not identify material errors.  
See further information in note 21 where  
management explain the two divestments  
and how they have accounted for them in  
the financial statements.  
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain  
professional scepticism throughout the audit. We also:  
2 / 5  
3 / 5  
120  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 121  
 
•
•
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.  
Report on Other Legal and Regulatory Requirements  
Report on compliance with Regulation on European Single Electronic Format (ESEF)  
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 or the Group's internal control.  
Opinion  
We have performed an assurance engagement to obtain reasonable assurance that the financial  
statements with file name “Otello Corporation ASA Annual Report 2021.zip” have been prepared in  
accordance with Section 5-5 of the Norwegian Securities Trading Act (Verdipapirhandelloven) and the  
accompanying Regulation on European Single Electronic Format (ESEF).  
•
•
evaluate the appropriateness of accounting policies used and the reasonableness of  
accounting estimates and related disclosures made by management.  
In our opinion, the financial statements have been prepared, in all material respects, in accordance  
with the requirements of ESEF.  
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.  
Management’s Responsibilities  
Management is responsible for preparing, tagging and publishing the financial statements in the single  
electronic reporting format required in ESEF. This responsibility comprises an adequate process and  
the internal control procedures which management determines is necessary for the preparation,  
tagging and publication of the financial statements.  
Auditor’s Responsibilities  
Our responsibility is to express an opinion on whether the financial statements have been prepared in  
accordance with ESEF. We have conducted our work in accordance with the International Standard  
for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of  
historical financial information”. The standard requires us to plan and perform procedures to obtain  
reasonable assurance that the financial statements have been prepared in accordance with the  
European Single Electronic Format.  
•
•
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.  
As part of our work, we have performed procedures to obtain an understanding of the Company’s  
processes for preparing its financial statements in the European Single Electronic Format. We  
evaluated the completeness and accuracy of the iXBRL tagging and assessed management’s use of  
judgement. Our work comprised reconciliation of the financial statements tagged under the European  
Single Electronic Format with the audited financial statements in human-readable format. We believe  
that the evidence we have obtained is sufficient and appropriate to provide a basis for our 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.  
Oslo, 27 April 2022  
PricewaterhouseCoopers AS  
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.  
Eivind Nilsen  
State Authorised Public Accountant  
(This document is signed electronically)  
4 / 5  
5 / 5  
122  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 123  
 
Declaration of executive  
compensation policies  
PART 1:  
POLICIES AND EXECUTIVE COMPENSATION EXCEPT  
SHARE-BASED INCENTIVES  
1. Base salary  
Base salary is typically the primary component of Exec-  
The Board of Directors has, in accordance with the Public utive Team compensation and reflects the overall contri-  
Limited Liability Companies Act § 6-16a, developed poli- bution of the executive to the Company. The determina-  
cies regarding compensation for the Executive Team.  
tion of base salaries for the executives considers a range  
of factors, including (i) job scope and responsibilities, (ii)  
The objectives of the Executive Team compensation pro- competitive pay practices, (iii) background, training and  
gram are, in particular, to (i) attract, motivate, retain and experience of the executive, and (iv) past performance  
reward the individuals on the Executive Team and (ii) en- of the executive at the Company. Adjustments to base  
sure alignment of the Executive Team with the long-term salary are ordinarily reviewed every 12 months or longer  
interests of the shareholders. The Company’s Executive by the Board.  
Team compensation program is intended to be perfor-  
mance driven and is designed to reward the Executive 2. Cash incentive bonus  
Team for both reaching key financial goals and strategic The Company uses a cash-incentive bonus to focus the  
business objectives and enhancing shareholder value.  
Executive Team members on, and reward the Executive  
Team members for, achieving key corporate objectives,  
The most important components of Executive Team com- which typically involve corporate, financial and opera-  
pensation are as follows: (i) base salary, (ii) cash-incen- tional performance. Cash-incentive bonuses tied to stra-  
tive bonus and (iii) long-term, equity-based incentives. tegic business objectives, which may be individual to or  
Only the statement in Part 2 “Share-based incentives”, shared among the Executive Team members, may also  
below, will be binding for the Board of Directors.  
be considered as part of the cash-incentive bonus. The  
Otello Corporation ASA - Annual Report 2021 125  
 
determination of the total bonus that can be potential- no provisions with respect to severance payments if a  
ly earned by an executive in a given year is based on, member of the Executive Team should leave his or her  
among other factors, the executive’s current and expect- position, whether voluntarily or involuntarily. Severance  
ed contributions to the Company’s performance, his or payment arrangements, if any, will thus be based on ne-  
her position within the Executive Team, and competitive gotiations between the Company and the relevant mem-  
compensation practices.  
ber of the Executive Team on a case-by-case basis.  
In October 2020, members of the Executive Team agreed 4. Pension  
new cash bonus structures where annual, cash bonus in Members of Executive Team participate in regular pen-  
based on 100-200% achievement of targets. The Board sion programs available for all employees of Company.  
may deviate from the 200% cap. As a starting point, the For members of the Executive Team based in Norway, an  
cash-incentive bonus for FY 2021 for Executive Team additional pension agreement is in place. This agreement  
members was, and for FY 2022 will be, based on busi- is based on a defined-contribution scheme and contrib-  
ness-/operational targets and achievements of these utes 20% of salary over 12G.  
targets.  
PART 2:  
Further, as a condition for accepting to terminate all then SHARE-BASED INCENTIVES  
existing options and replacing them with new options  
(as approved by the general meeting on 15 January 2021), 1. Existing programs  
it was also agreed that the CEO would be paid NOK 6 For members of the Executive Team, the Company cur-  
million and the CFO would be paid NOK 500,000 in cash rently has no ordinary stock option program or RSU pro-  
bonus for 2019 and 2020, where half of the bonus would gram in place. The previous stock options held by the Ex-  
be considered part of the 2020 bonus and be taken into ecutive Team were mandatorily exercised following the  
account when the Executive's total 2020 bonus was de- Bemobi IPO and AdColony sale.  
termined in early 2021, while half of the bonus would be  
considered as an extraordinary bonus.  
2. Vesting criteria for existing options  
N/A.  
After considering the above, the CEO was paid NOK 1.4  
million and the CFO was paid NOK 850,000 in cash bonus PART 3:  
in 2021 related to the 2020 year.  
2021 COMPLIANCE  
In 2021, the Executive Team received base salaries and  
cash-incentive bonuses in line with the Executive Com-  
3. Severance-payment arrangements  
Pursuant to Section 15-16 second subsection of the Nor- pensation Policy as presented to the 2020 Annual Gener-  
wegian 2005 Act relating to Employees’ Protection, CEO al Meeting and as set out in Part I, item 2 "Cash incentive  
Lars Boilesen has waived his rights under Chapter 15 of bonus" as described above.  
the Act. As compensation, he is entitled to a severance  
payment of two years’ base salary if his employment is Total compensation earned for the Executive Team in FY  
terminated by the Company. If the CEO has committed 2021 is summarized in note 6 of the consolidated finan-  
a gross breach of his duty or other serious breach of the cial statements.  
contract of employment, the employment can be termi-  
nated with immediate effect without any right for the During 2021, no deviations from the existing share-based  
CEO to the mentioned severance payment.  
compensation programs as previously approved were  
made with respect to the Executive Team. No new op-  
Except for the CEO as described above, the employment tions have been approved since the extraordinary gener-  
agreements for the members of the Executive Team have al meeting held 15 January 2021.  
126  
Otello Corporation ASA - Annual Report 2021  
 
To the General Meeting of Otello Corporation ASA  
not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.  
Further we performed procedures to ensure completeness and accuracy of the information provided in  
the remuneration report, including whether it contains the information required by the law and  
accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate  
to provide a basis for our opinion.  
Independent auditor’s assurance report on report on salary  
and other remuneration to directors  
Oslo, 27 April 2022  
PricewaterhouseCoopers AS  
Opinion  
We have performed an assurance engagement to obtain reasonable assurance that Otello Corporation  
ASA report on salary and other remuneration to directors (the remuneration report) for the financial  
year ended 31 December 2021 has been prepared in accordance with section 6-16 b of the Norwegian  
Public Limited Liability Companies Act and the accompanying regulation.  
Eivind Nilsen  
State Authorised Public Accountant  
In our opinion, the remuneration report has been prepared, in all material respects, in accordance with  
section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying  
regulation.  
Board of directors’ responsibilities  
The board of directors is responsible for the preparation of the remuneration report and that it  
contains the information required in section 6-16 b of the Norwegian Public Limited Liability  
Companies Act and the accompanying regulation and for such internal control as the board of  
directors determines is necessary for the preparation of a remuneration report that is free from  
material misstatements, whether due to fraud or error.  
Our independence and quality control  
We are independent of the company as required by laws and regulations and the International Ethics  
Standards Board for Accountants’ Code of International Ethics for Professional Accountants (including  
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical  
responsibilities in accordance with these requirements. Our firm applies International Standard on  
Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive system of quality control  
including documented policies and procedures regarding compliance with ethical requirements,  
professional standards and applicable legal and regulatory requirements.  
Auditor’s responsibilities  
Our responsibility is to express an opinion on whether the remuneration report contains the  
information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and  
the accompanying regulation and that the information in the remuneration report is free from material  
misstatements. We conducted our work in accordance with the International Standard for Assurance  
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical  
financial information”.  
We obtained an understanding of the remuneration policy approved by the general meeting. Our  
procedures included obtaining an understanding of the internal control relevant to the preparation of  
the remuneration report in order to design procedures that are appropriate in the circumstances, but  
(2)  
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  
128  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 129  
 
Principles of  
Corporate Governance at  
Otello Corporation ASA  
General principles, implementation and reporting  
on corporate governance  
The Board of Directors further will annually evaluate  
Otello's objectives, strategies and risk profiles.  
Otello Corporation ASA (“Otello” or the “Company”)  
strongly believes that strong corporate governance Otello’s activities  
creates higher shareholder value. As a result, Otello is Otello holds shares in several different businesses, includ-  
committed to maintaining high standards of corporate ing (i) Bemobi, a Mobile Media and Entertainment com-  
governance. Otello’s principles of corporate governance pany that integrates people and mobile content through  
have been developed in light of the Norwegian Code of technology and offers a leading subscription-based dis-  
Practice for corporate governance (the “Code”), dated covery service for mobile apps in Latin America and be-  
October 14, 2021, as required for all listed companies on yond; (ii) Skyfire which offers cloud-based network solu-  
the Oslo Stock Exchange. The Code is available at www. tions for mobile operators; and (iii) Vewd which offers  
nues.no. The principles are further developed and are in OTT services in the Connected TV space.  
accordance with section 3-3b and section 3-3c of the Nor-  
wegian Accounting Act, which can be found at https://lo- Our business is based on close relationships with cus-  
vdata.no/dokument/NL/lov/1998-07-17-56. Otello views tomers, partners, investors, employees, friends, and  
the development of high standards of corporate gover- communities all over the world — relationships we are  
nance as a continuous process and will continue to focus committed to developing by conducting our business  
on improving the level of corporate governance.  
openly and responsibly. Our corporate policies are devel-  
oped in order to be true to this commitment.  
The Board of Directors has the overall responsibility for  
corporate governance at Otello and ensures that the Corporate Social Responsibility guidelines  
Company implements sound corporate governance. The The Board of Directors has adopted corporate social re-  
Board of Directors has defined Otello’s basic corporate sponsibility (“CSR”) guidelines. These guidelines cover a  
values, and the Company’s ethical guidelines and guide- range of topics and are focused around the following  
lines on corporate social responsibility are in accordance areas: our employees, human rights, anti-corruption and  
with these values.  
the environment. These general principles and guidelines  
apply to all employees and officers of the Group. See the  
The Board of Directors has defined clear objectives, Board of Directors report for further information.  
strategies and risk profiles for Otello's business activ-  
ities such that Otello creates value for shareholders in Equity, capital structure and dividends  
a sustainable manner. The Board of Directors considered The Company’s capital structure and financing is consid-  
financial, social and environmental considerations when ered to be appropriate in terms of Otello’s objectives,  
they carried out this work.  
strategy and risk profile.  
Otello Corporation ASA - Annual Report 2021 131  
 
Otello’s policy is to maintain a high equity ratio. Otello Transactions with related parties  
believes its needs for growth can be met while also al- Any transactions, agreements or arrangements between  
lowing for a dividend distribution as long as the Company the Company and its shareholders, members of the  
is reaching its targeted growth and cash generation lev- Board, members of the executive management team or  
els. Dividend payments will be subject to approval by the close associates of any such parties will only be entered  
shareholders at the Company’s Annual General Meetings. into as part of the ordinary course of business and on  
This dividend policy is considered clear and predictable.  
arm's length market terms. All such transactions shall,  
where relevant, comply with the procedures set out in  
Authorizations granted to the Board of Directors to in- the Norwegian Public Limited Liability Companies Act  
crease the Company’s share capital will be restricted to (the "NPLCA"). The Board of Directors will arrange for  
defined purposes and will in general be limited in time a valuation to be obtained from an independent third  
to no later than the date of the next Annual General party unless the transaction, agreement or arrangement  
Meeting. To the extent that authorization to increase in question is considered to be immaterial or covered by  
the share capital shall cover issuance of shares under the provisions of section 3-16 of the NPLCA.  
employee share option schemes and other purposes, the  
Company will consider presenting the authorizations to If the Company should enter into a not immaterial trans-  
the shareholders as separate items.  
action with related parties within Otello or with compa-  
nies in which a director or leading employee of Otello or  
The Board of Directors may also be granted the author- close associates of these have a material direct or indirect  
ity to acquire own shares. Authorizations granted to the vested interest, those concerned shall immediately noti-  
Board of Directors to acquire own shares will also be re- fy the Board of Directors. Any such transaction must be  
stricted to defined purposes. To the extent that authori- approved by the Board of Directors, and where required  
zation to acquire own shares shall cover several purposes, also as soon as possible publicly disclosed to the market.  
the Company will consider presenting the authorization  
to the shareholders as separate items. Such authority Insider trading  
may by law apply for a maximum period of two years, The Company has an established and closely monitored  
and will state the maximum and minimum amount pay- insider trading policy. Otello employees are prohibited  
able for the shares. Normally, the proposed authority from trading in Otello securities based on information  
will be for one year or to the next annual general meet- that is material, nonpublic information; that is, the pub-  
ing. In addition, an authorization to acquire own shares lic does not yet have access to this information, and this  
will state the highest nominal value of the shares which information may be deemed interesting for an investor  
Otello may acquire, and the mode of acquiring and dis- to use when deciding whether to buy or sell securities.  
posing of own shares. Otello may not at any time hold This rule also applies to other companies, where Otello  
more than 10% of the total issued shares as own shares. employees may have access to such nonpublic informa-  
tion. Please note that even a tip to family and friends  
Equal treatment of shareholders  
is considered illegal, if this should be used as a basis for  
A key concept in Otello’s approach to corporate gover- buying or selling securities.  
nance is the equal treatment of shareholders. Otello has  
one class of shares and all shares are freely transferable Any transaction the Company carries out in its own  
(with possible exceptions due to foreign law restrictions shares will be carried out either through the stock ex-  
on sale and offering of securities). All shares in the Com- change or at prevailing stock exchange prices if carried  
pany carry equal voting rights. The shareholders exer- out in any other way.  
cise the highest authority in the Company through the  
General Meeting. All shareholders are entitled to submit Freely negotiable shares  
items to the agenda, and to meet, speak, and vote at the Otello has no limitations on the transferability of shares  
General Meeting.  
and has one class of shares. Each share entitles the hold-  
er to one vote.  
Any decision to waive the pre-emption rights of exist-  
ing shareholders to subscribe for shares in the event of General Meetings  
an increase in share capital will be explained. Where the Through the General Meeting, the shareholders exercise  
Board of Directors resolves to carry out an increase in the the highest authority in the Company. General Meetings  
share capital and waive the pre-emption rights of the are held in accordance with the Code. All shareholders are  
existing shareholders on the basis of a mandate granted entitled to submit items to the agenda, meet, speak and  
to the board, an explanation will be publicly disclosed vote at General Meetings. The Annual General Meeting is  
in a stock exchange announcement issued in connection held each year before the end of June. Extraordinary Gen-  
with the increase of the capital.  
eral Meetings may be called by the Board of Directors at  
132  
Otello Corporation ASA - Annual Report 2021  
 
any time. The Company’s auditor or shareholders repre- attend the meeting or vote by proxy will be set in the  
senting at least five percent of the total share capital may notice for the meeting. Such deadline will be set as close  
demand that an Extraordinary General Meeting be called. as possible to the date of the General Meeting and under  
every circumstance, in accordance with the principles of  
General Meetings are convened by written notice to section 5-3 of the Public Limited Companies Act.  
all shareholders with known addresses no later than 21  
days prior to the date of the meeting. Proposed resolu- The members of the Board of Directors, Chairman of the  
tions and supporting information, including information Nomination Committee, CEO, CFO and the auditor are all  
on how to be represented at the meeting, vote by proxy required to be present at the meeting in person, unless  
and the right to propose items for the General Meeting, they have valid reasons to be absent. The Board of Direc-  
is generally made available to the shareholders no later tors normally proposes that the General Meeting elects an  
than the date of the notice. According to the Company’s independent chairman for the meeting. Notice, enclosures  
Articles of Association, attachments to the calling notice and protocol of meetings are available on Otello’s website.  
may be posted on the Company’s website and not sent  
to shareholders by ordinary mail. Shareholders who wish The General Meeting elects the members of the Board  
to receive the attachments may request the Company to of Directors (excluding employee representatives), deter-  
mail such attachments free of charge. Resolutions and the mines the remuneration of the members of the Board  
supporting information are sufficiently detailed, compre- of Directors, approves the annual accounts and decides  
hensive and specific to allow shareholders to form a view such other matters which by law, by separate proposal  
participation in General Meetings and will consider this tion Committee can also simultaneously be a member of  
before each General Meeting. the Board of Directors.  
The minutes from General Meetings will be posted on The tasks of the Nomination Committee are to propose  
the Company’s website within 15 days after the Gener- candidates for election as shareholder-elected mem-  
al Meeting has been held. Information that a General bers of the Board of Directors and members of the  
Meeting has been held will be made public as soon as Nomination Committee. The Nomination Committee  
possible after the end of the meeting.  
is encouraged to have contact with shareholders, the  
Board of Directors and the Company’s Chief Executive  
Officer as part of its work on proposing candidates  
Nomination Committee  
The Nomination Committee is a body established pur- for election to the Board of Directors. The Committee  
suant to the Articles of Association and shall consist of cannot propose its own Committee members as candi-  
three to five members. The members and the chairperson dates for the Company’s Board of Directors. Further, the  
are elected by the General Meeting. The members of the Committee shall make recommendations regarding the  
Nomination Committee should be selected to take into remuneration of the members of the Board of Direc-  
account the interests of shareholders in general. Mem- tors. Its recommendations will normally be explained,  
bers of the Nomination Committee serve for a two-year and information about proposed candidates will nor-  
period but may be re-elected. Following the extraordi- mally be given, no later than 21 days before the General  
nary general meeting held 15 January 2021, the current Meeting. The tasks of the Nomination Committee are  
members of the Nomination Committee are Simon Da- further described in the Company’s Nomination Com-  
vies (Chairperson), Kari Stautland and Jakob Iqbal. The mittee guidelines, as adopted by the Annual General  
members of the Nomination Committee are independent Meeting held on June 14, 2011. Remuneration of the  
of the Board of Directors and executive management, members of the Nomination Committee will be deter-  
however it is noted that the chairperson of the Nomina- mined by the General Meeting. Information regarding  
tion Committee is a representative of a shareholder who deadlines for proposals for members to the Board of  
also is represented at the Board of Directors. Pursuant to Directors and the Nomination Committee will be posted  
the Articles of Association, no member of the Nomina- on Otello’s website.  
on all matters to be considered in the meeting.  
or according to the Company’s Articles of Association, are  
to be decided by the General Meeting. Shareholders will  
Shareholders who are unable to be present, are encour- normally be able to vote on each individual candidate  
aged to participate by proxy and a person who will be nominated for election to the Board of Directors, the  
available to vote on behalf of shareholders as their proxy Nomination Committee and any other corporate bodies  
will be nominated. Proxy forms will allow the proxy-hold- to which members are elected by the General Meeting.  
er to cast votes for each item separately. A final dead-  
line for shareholders to give notice of their intention to The Board of Directors may decide to allow electronic  
134  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 135  
 
Corporate assembly  
The principal tasks of the Board of Directors are outlined  
Otello does not have a corporate assembly as the employ- below:  
ees have voted, and the General Meeting in 2010 approved,  
that the Company should not have a corporate assembly.  
• Ensuring compliance with applicable laws  
• Considering the interests of Otello’s different stake-  
holders  
The Board of Directors  
Appointed by Shareholders at the General Meeting, the • Reviewing and guiding corporate strategy, major plans  
Board of Directors is the central governing mechanism  
between shareholders and executive management. The  
members of the Board of Directors are selected in light  
of an evaluation of the Company’s need for expertise,  
of action, annual budget and business plans; setting  
performance objectives; monitoring implementation  
and corporate performance; and overseeing major  
capital expenditures.  
capacity and balanced decision making, and with the • Selecting, monitoring, and, when necessary, replacing  
aim of ensuring that the Board of Directors can operate key executives and overseeing succession planning  
independently of any special interests and function ef- • Reviewing key executive and Board remuneration  
fectively as a collegial body. Members of the Board of Di- • Monitoring and managing potential conflicts of  
rectors are encouraged to own shares in the Company. At  
least half of the members of the Board of Directors shall  
be independent of the Company’s management and its  
interest of management, Directors and shareholders,  
including misuse of corporate assets and abuse in  
related party transactions.  
main business connections. Members of the Board of Di- • Ensuring the integrity of Otello’s accounting and  
rectors serve for a two-year period, or such shorter peri-  
od as decided by the General Meeting, but directors may  
financial reporting systems, and that appropriate  
systems of control are in place.  
be re-elected. At least two of the shareholder-elected • Monitoring the effectiveness of the governance prac-  
members of the Board of Directors shall be independent  
of the Company’s main shareholder(s). The Board of Di-  
tices under which it operates and making changes as  
needed  
rectors does not include executive personnel. The current • Overseeing the process of disclosure and communica-  
Otello Board of Directors meets these criteria.  
tions  
• A more in-depth description of the Board’s duties  
can be found in the Rules of Procedure section on  
the Otello website: https://www.otellocorp.com/ir/  
board-of-directors/rules-of-procedure-for-the-board-  
of-directors-of-otello.  
The annual report will provide information to illustrate  
the expertise of the members of the Board of Directors,  
information on their record for attendance at board  
meetings and it will identify which members are consid-  
ered to be independent.  
The Board of Directors is entrusted with and responsi-  
Otello’s Board of Directors diligently performs its over- ble for the oversight of the assets and business affairs of  
sight function and closely monitors major developments. Otello in an honest, fair, diligent and ethical manner. The  
Otello Corporation ASA - Annual Report 2021 137  
 
Board of Directors has adopted a Code of Conduct and Risk management and internal control  
the directors are expected to adhere to the standards of The Board of Directors has overall responsibility for the  
loyalty, good faith, and the avoidance of conflict of in- management of the Company. This includes a responsibil-  
terest that follow. The Code of Conduct should be read ity to supervise and exercise control of the Company’s ac-  
and applied in conjunction with the Rules of Procedure tivities. The Board has drawn up the rules of procedure for  
as applicable at any time, and other rules and guidelines the Board of Directors of Otello. The purpose of these rules  
relevant to and adopted by the Board of Directors and / of procedure is to set out rules on the work and adminis-  
or the shareholders of Otello.  
trative procedures of the Board of Directors of Otello. The  
Board of Directors shall, among other things, ensure that  
The Board of Directors has further established a Remu- the Company’s business activities are soundly organized,  
neration Committee and an Audit Committee. Currently, supervise the Company’s day-to-day management, draw  
the Remuneration Committee and the Audit Committee up plans and budgets for the Company’s activities, keep  
each consists of two members. According to the Code, a itself informed on the financial position of the Company,  
majority of the members of each Committee should be in- and be responsible for ensuring that the Company’s activ-  
dependent from the Company. If the requirements for in- ities, accounts, and asset management are subject to ad-  
dependence are not met, Otello will explain the reasons in equate control. In its supervision of the business activities  
our Annual Report. Currently, Anooj Unarket (Chairperson) of Otello, the Board of Directors will ensure that:  
and Maria Borge Andersen are members of the Audit Com-  
mittee, and Andre Christensen (Chairperson), and Birgit • The Chief Executive Officer uses proper and effective  
Midtbust are members of the Remuneration Committee.  
The requirements for independence are thus met. Further,  
according to the Public Limited Liability Companies Act,  
management and control systems, including systems  
for risk management, which continuously provide a  
satisfactory overview of Otello’s risk exposure.  
at least one member of the Audit Committee shall have • The control functions work as intended and that nec-  
qualifications within audit or accounting, and in the Com-  
pany's view both members fulfill this requirement.  
essary measures are taken to reduce extraordinary risk  
exposure.  
• There exist satisfactory routines to ensure follow-up  
of principles and guidelines adopted by the Board of  
Directors in relation to ethical behavior, conformity to  
law, health, safety and working environment, and so-  
cial responsibility.  
The Audit Committee’s main responsibilities include fol-  
lowing up on the financial reporting process, monitoring  
the systems for internal control and risk management,  
having continuous contact with the appointed auditor,  
and reviewing and monitoring the independence of the • Otello has a competent finance department and ac-  
auditor. The Board of Directors maintains responsibility  
and decision making in all such matters. Please see be-  
counting systems, capable of producing reliable and  
on-time financial reports  
low under the section “Remuneration of the Executive • Directives from the external auditor are obeyed and  
Personnel” for information regarding the tasks to be per-  
formed by the Remuneration Committee.  
that the external auditor’s recommendations are given  
proper attention.  
The Board of Directors will consider carrying out The Board of Directors carries out an annual review of  
self-evaluation processes, evaluating its work, perfor- the Company's most important areas of exposure to risk  
mance and expertise annually. To the extent that such and its internal control arrangements.  
a process is carried out, it would normally also include  
an evaluation of the composition of the Board and the Executive Team  
manner in which its members function, both individu- Otello’s Board of Directors has drawn up instructions  
ally and as a group, in relation to the objectives set out for the Executive Team of the Company. The purpose of  
for its work. Any report will be more comprehensive if it these instructions is to clarify the powers and responsi-  
is not intended for publication. However, any reports or bilities of the members of the Executive Team and their  
relevant extracts from there should normally be made duty of confidentiality.  
available to the nomination committee. The Board of  
Directors will also consider whether to use an external The Executive Team conducts an annual strategy meet-  
person to facilitate the evaluation of its own work.  
ing with the Board of Directors. The strategy meeting  
focuses on products, sales, marketing, financial and or-  
In order to ensure a more independent consideration of ganizational matters, and the corporate development  
matters of a material character in which the Chairman strategy for the Group.  
of the Board of Directors is, or has been, personally in-  
volved, such matters will be chaired by some other mem- The Board of Directors has ensured that the Company has  
ber of the Board of Directors.  
sound internal control and systems for risk management  
138  
Otello Corporation ASA - Annual Report 2021  
 
that are appropriate in relation to the extent and nature sufficient procedures to prevent errors in the financial  
of the Company’s activities. The Company has performed reporting, (ii) identifying, assessing and monitoring the  
a scoping of the financial risks in the Company and has risk of significant errors in the Group’s financial report-  
established written control descriptions and process ing, and (iii) implementing appropriate and effective  
descriptions. The controls are executed on a monthly, internal controls in accordance with specified group re-  
quarterly or yearly basis, depending on the specific con- quirements and for ensuring compliance with local laws  
trol. The internal controls and systems also encompass and requirements. All interim financial statementsare  
the Company’s corporate values, ethical guidelines and analyzed and assessed relative to budgets, forecasts and  
guidelines for corporate social responsibility. The Board historical trends.  
Remuneration of the Board of Directors  
able, and they contribute to the Company's commercial  
Remuneration for members of the Board of Directors is a strategy, long-term interests and financial viability. The  
fixed annual sum proposed by the Nomination Commit- General Meeting is informed about incentive programs  
tee and approved at the Annual General Meeting. The for employees, and, pursuant to section 6-16 a) of the  
remuneration reflects the responsibility, qualifications, Public Limited Companies Act, a statement regarding re-  
time commitment and the complexity of the tasks in muneration policies for the Executive Team will be pre-  
general. No members of the Board of Directors (or any sented to the General Meeting. The Board of Directors'  
company associated with such member) elected by the statement on the remuneration of the Executive Team  
shareholders have assumed special tasks for the Com- will be a separate appendix to the agenda for the Gen-  
pany beyond what is described in this document, and eral Meeting. The Company will also normally make clear  
no such member (or any company associated with such which aspects of the guidelines are advisory and which,  
member) has received any compensation from Otello if any, are binding. The General Meeting will normally be  
other than ordinary Board of Directors remuneration. able to vote separately on each of these aspects of the  
The remuneration of the Board of Directors is not linked guidelines. In addition, the Board of Directors’ declara-  
to the Company's performance. The Company current- tion on the compensation policies of the Executive Team  
ly does not grant share options to the members of the is included in a separate section of the Annual Report.  
Board of Directors. All remuneration to the Board of Di-  
of Directors carries out an annual review of the Compa-  
ny’s most important areas of exposure to risk and its in- Critical issues and events that affect the future devel-  
ternal control arrangements. In 2021, all Board members opment of the business and optimal utilization of re-  
confirmed that they had read and complied with the sources are identified, and action plans are put in place,  
Code of Conduct during the term of their directorship.  
if necessary.  
The Group’s CFO is responsible for the Group’s control The Audit Committee oversees the process of financial  
functions for risk management and internal control. Otel- reporting and ensures that the Group’s internal controls  
lo publishes two interim financial statements in addition and the risk management systems are operating effec-  
to the annual report. The financials are published on the tively. The Audit Committee performs a review of the  
Oslo Stock Exchange. Given the importance of providing half-yearly and annual financial statements, which ulti-  
accurate financial information, a centralized corporate mately are approved by the Board of Directors.  
control function and risk management function has been  
rectors is disclosed in Note 6 to the Annual Report.  
Information and communications  
Communication with shareholders, investors and analysts  
Members of the Board of Directors and/or companies is a high priority for Otello. The Company believes that  
with which they are associated will normally not take on objective and timely information to the market is a pre-  
specific assignments for the Company in addition to their requisite for a fair valuation of the Company’s shares and,  
appointment as a member of the Board of Directors. If in turn, the generation of shareholder value. The Compa-  
they nonetheless do take on such assignments, this must ny continually seeks ways to enhance our communication  
be disclosed to the full Board of Directors. The remuner- with the investment community. The Company's report-  
ation for such additional duties shall be approved by the ing of financial and other information is based on open-  
established consisting of the head of accounting and a Other guidelines and policies  
business controller. The corporate and business controller As an extension of the general principles and guidelines,  
tasks are, among other things, to perform management’s Otello has drawn up additional guidelines.  
risk assessment and risk monitoring across the group’s  
activities, to administer the Company’s value-based Information security guidelines  
management system and to coordinate planning and Otello has guidelines and information policies covering  
budgeting processes and internal controls reporting to information security roles, responsibilities, training, con-  
the Board of Directors and Executive Team. The head of tingency plans, etc.  
Board of Directors.  
ness and taking into account the requirement for equal  
treatment of all participants in the securities market.  
Remuneration of executive personnel  
A Remuneration Committee has been established by the Otello’s company website (https://www.otellocorp.com/  
Board of Directors. The Committee shall act as a prepa- ir) provides the investment community with information  
ratory body for the Board of Directors with respect to (i) about the Company, including a comprehensive investor  
the compensation of the CEO and other members of the relations section. This section includes the Company’s  
Executive Team and (ii) Otello’s corporate governance investor relations policy, annual and quarterly reports,  
policies and procedures, which, in each case, are matters press releases and stock exchange announcements, share  
for which the Board of Directors maintains responsibility price and shareholder information, a financial calendar,  
accounting report into the CFO.  
Investor relations policy  
The finance department prepares financial reporting for Otello is committed to reporting financial results and  
the Group and ensures that reporting is in accordance with other relevant information based on openness and tak-  
applicable laws, accounting standards, established ac- ing into account the requirement for equal treatment of  
counting principles and the Board’s guidelines. The finance all participants in the securities market. To ensure that  
department provides a set of procedures and processes correct information is made public, as well as ensuring  
detailing the requirements with which local reporting equal treatment and flow of information, the Company’s  
units must comply. The Group has established processes Board of Directors has approved an Investor Relations  
and a variety of control measures that will ensure quality policy. A primary goal of Otello’s investor relations activ-  
assurance of financial reporting. A series of risk assessment ities is to provide investors, capital-market players and  
and control measures have been established in connection shareholders with reliable, timely and balanced informa-  
and decision making.  
an overview of upcoming investor events, and other rel-  
evant information.  
Details concerning remuneration of the executive per-  
sonnel, including all details regarding the CEO’s remuner- During the announcement of half-yearly and annual  
ation, are given in Note 6 to the Annual Report. The per- financial results, there is a forum for shareholders and  
formance-related remuneration to executive personnel the investment community to ask questions of the Com-  
is subject to an absolute limit. The Board of Directors as- pany’s management team. Otello also arranges regular  
sesses the CEO and his terms and conditions once a year. presentations in a range of jurisdictions, in addition to  
The guidelines on the salary and other remuneration for holding meetings with investors and analysts. Important  
executive personnel are clear and easily understand- events affecting the Company are reported immediately  
with the preparation of financial statements.  
tion for investors, lenders and other interested parties in  
the securities market, to enhance their understanding of  
The CFO, the head of accounting are responsible for (i) our operations.  
the ongoing financial reporting and for implementing  
140  
Otello Corporation ASA - Annual Report 2021  
Otello Corporation ASA - Annual Report 2021 141  
 
to the Oslo Stock Exchange in accordance with applicable Auditor  
legislation and posted on https://www.otellocorp.com/ir. The auditor participates in meetings of the Board of Di-  
All material information is disclosed to recipients equally rectors that deal with the annual accounts, as well as  
in terms of content and timing.  
upon special request. Every year, the auditor presents  
to the Audit Committee a report outlining the audit ac-  
The Board of Directors has further established an inves- tivities in the previous fiscal year and highlighting the  
tor relations policy for contact with shareholders and areas that caused the most attention or discussions with  
others beyond the scope of the General Meeting.  
management, as well as a plan for the work related to  
the Company’s audit. The Board of Directors will make  
sure that the auditor submits the main features of the  
Takeovers  
The Board of Directors endorses the recommendations of plan for the audit of the Company to the Audit Commit-  
the Code. Otello’s Articles of Association do not contain tee annually. The auditor also reports at least annually  
any restrictions, limitations or defense mechanisms on on internal control observations during the conduct of  
acquiring the Company’s shares. In accordance with the the audit, including identified weaknesses and proposals  
Securities Trading Act and the Code, the Board has ad- for improvement.  
opted guidelines for possible takeovers.  
The auditor will make himself available upon request  
In the event of an offer, the Board of Directors will not for meetings with the Board of Directors during which  
seek to hinder or obstruct takeover bids for Otello’s activ- no member of the executive management is present at  
ities or shares. In such situations, the Board of Directors least once each year, as will the Board of Directors upon  
and the Company's executive management have an in- the auditor’s request. At meetings where the annual ac-  
dependent responsibility to help ensure that sharehold- counts are dealt with, the auditor shall report on any  
ers are treated equally, and that the Company's business material changes in the Company’s accounting principles  
activities are not disrupted unnecessarily. The Board of and key aspects of the audit, comment on any materi-  
Directors has a particular responsibility to ensure that al estimated accounting figures and report all material  
shareholders are given sufficient information and time matters on which there has been disagreement between  
to form a view of the offer. Any agreement with the bid- the auditor and the executive management of the Com-  
der that acts to limit the Company’s ability to arrange pany. The General Meeting is informed about the Com-  
other bids for the Company’s shares will only be entered pany’s engagement and remuneration of the auditor  
into where the Board believes it is in the common in- and for fees paid to the auditor for services other than  
terest of the Company and its shareholders. This shall the annual audit, and details are given in Note 7 to the  
also apply to any agreement on the payment of financial Annual Report.  
compensation to the bidder if the bid does not proceed.  
Any financial compensation should normally be limited The Board of Directors has established guidelines in re-  
to the costs the bidder has incurred in making the bid.  
spect of the use of the auditor by the Company’s execu-  
tive management for services other than the audit.  
Information about agreements entered into between  
the Company and the bidder that are material to the  
market’s evaluation of the bid will be publicly disclosed  
no later than at the same time as the announcement of  
an impending bid is published.  
If an offer is made for the shares of Otello, the Board of  
Directors will make a recommendation as to whether the  
shareholders should or should not accept the offer. The  
Board of Director's statement on the offer will make it  
clear whether the views expressed are unanimous, and  
if this is not the case it will explain the basis on which  
specific members of the board have excluded themselves  
from the board’s statement. The Board of Directors will  
normally arrange for a valuation from an independent  
expert. The valuation should include an explanation, and  
will normally be made public no later than at the time of  
the public disclosure of the Board of Director's statement.  
Any transaction that is in effect a full disposal of the Com-  
pany’s activities should be decided by a General Meeting.  
142  
Otello Corporation ASA - Annual Report 2021  
 
Otello Corporation ASA  
Gjerdrums vei 19  
NO-0484 OSLO  
Tel: +47 9190 9145  
www.otellocorp.com