PAGE 1
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Annual Report 2021
PAGE 2
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Our core business is to
contribute to improving
public health
PAGE 3
BROWSE ADJUST SEARCH
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Letter from the CEO
Dear Reader,
2021 also turned out to be a year where
the pandemic highly affected our societies,
our members and SATS. We started the
year with closed clubs. Then we gradually
opened up during early Summer. After a
short period of close to normal operations
and strong growth in all markets, new
restrictions and club closures were
implemented due to the Omicron wave.
The negative impact of club closures and
restrictions on our members, employees,
and shareholders is enormous. However,
we are impressed by, and proud of,
the extraordinary commitment and
engagement among members and in
the whole SATS organization during the
pandemic.
Already in March 2020 when the
pandemic hit, we decided to focus on the
opportunities this created, and not only
all the challenges. We wanted to improve
and invest, to make sure that we came out
as a stronger company and with improved
offering to our members. We significantly
increased the growth pace by investing
in both new clubs and improved digital
offering. During 2020 and 2021 we opened
29 new clubs, and late 2021 we launched
Mentra by SATS, a new online home
training platform.
SATS’ vision is to make people healthier
and happier, and we have been committed
to delivering on this vision even when our
clubs were under restrictions or closed.
SATS’ contribution to public health is
significant; in a normal year, we have
around 40 million visits in our clubs. With
a growing club portfolio, and increasing
activity level among our members, we
expect to increase the number of visits,
both physically and digitally, going forward.
We truly make a difference in people’s life,
improving their physical and mental health!
This is why our last three main commercial
slogans have been #happynewyou,
#trainyourbrain and #happynewhabit.
Now, we are at the end of the pandemic.
We see that the focus on living a healthy
lifestyle and staying active is stronger
than ever before in the population. Our
members are doing a fantastic job in
finding their new training habits. We will
focus even more on helping them in this
journey. Activation is key, we want our
members to use their membership even
more, and visit us more often than ever
before. Visit more clubs. Participate in
more classes. We see already now that
people are finding back to their pre-
pandemic habits. Visits in our clubs are
strong and usage of our digital solutions is
normalizing. We believe this development
will be further strengthened as people are
returning to their offices instead of working
from home.
Our financial performance in 2021 was
hit by restrictions and closures. Total
revenue amounted to NOK 3 247 million,
a decrease of 8% compared to 2020.
Adjusted EBITDA before the impact of
IFRS 16 fell by 217% to NOK -170 million.
But we ended the year with almost
670000 members, after very strong sales
during Q3 and coming into Q4. We have
recovered, now we will grow. Making even
more people healthier and happier!
Sondre Gravir
CEO
Letter from the CEO
PAGE 4
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
At a glance
Everyone is welcome at SATS, and our members have full flexibility to tailor their
package to address their individual needs. We offer cutting-edge studio facilities for
individual training, the broadest selection of group training with superior programming,
and highly qualified personal trainers for specialized training and individual coaching.
We also have a strong focus on supporting our members through online training and
digital tools for when they are not able to physically visit our club facilities. We are also
constantly working with trend research and innovation to be the industry’s best and
most forward-looking fitness chain.
THIS IS SATS
NORWAY – with 112 clubs and 302 000
members
DENMARK – with 30 clubs and 73 000
members
FINLAND – with 32 clubs and 64 000
members
SWEDEN – with 88 clubs and 229 000
members
1)
Based on figures provided by EuropeActive.
At a glance
PAGE 5
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
HIGHLIGHTS FROM 2021
1)
Adjusted EBITDA before the impact of IFRS 16.
Members
Thousand
+7%
Adjusted EBITDA
1)
NOK million
-217%
Revenues
NOK billion
-8%
Clubs
+4%
2017
2018
2019
2020
2021
248
253
262
203
198
2017
2018
2019
2020
2021
687
628
669
569
550
2017
2018
2019
2020
2021
3.9
3.5
3.2
3.2
3.2
2017
2018
2019
2020
2021
14%
4%
(5%)
16%
17%
573
146
(169)
539
508
At a glance
COVID-19 resulting in long club
closures and strict restrictions
Mentra by SATS was
launched, a new digital home
training offering
SATS opened 9 new clubs during
2021, including one acquired
club. 15 new clubs to be opened,
including M&As
Significant contribution to public
health and focus on inclusion,
jobs and empowerment
Ambition to aligning
climate targets to Science
Based Targets initiative
Loyality program SATS
rewards well received
Member base returned to
pre-pandemic level
Outdoor training and free access
to Mentra app when closed clubs
PAGE 6
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
OUR HISTORY
1995
SATS is launched in Norway by re-branding 8 existing
fitness clubs.
1998
SATS is operating 49 fitness clubs and is acquired by the
American fitness club group 24 Hour Fitness Worldwide.
1999
SATS acquires the Swedish Sports Club group and
establishes its operations in Sweden.
2019
SATS acquires fitness dk, consisting of 39 fitness clubs,
to re-enter the Danish market after it had left in 2013.
SATS ASA is listed at the Oslo Stock Exchange.
2021
SATS opens 9 clubs and launches Mentra by SATS,
a new digital home training offering with Rflex, a
connected mirror with live classes and a library full of
strength, cardio, yoga, and dance classes. Mentra by
SATS brings engaging, high quality and personal training
to new target groups outside physical clubs
2018
All ELIXIA clubs in Norway and 22 Fresh Fitness clubs
across the Nordics are rebranded to the SATS/ELIXIA
concept.
SATS launches a new member app with social
networking functionality.
2020
SATS steps up expansion and opens 15 clubs, of which 6
in Norway, 7 in Sweden and 2 in Finland.
2017
SATS introduces a modular membership structure,
where members can tailor their own package.
2016
SATS launches Online Training along with multiple niche
training concepts, including HiYoga, Build’n Burn, and
Martial Arts.
2014
SATS and ELIXIA merge, creating the largest fitness
chain in the Nordics.
2011
ELIXIA is acquired by Altor, a private
equity investor (Altor Fund III).
2010
Fresh Fitness is launched as a low-cost alternative in
Norway and Denmark.
2006
TryghedsGruppen smba acquired SATS.
2003
SATS establish its first clubs in Finland.
2000
SATS becomes the first chain in the Nordics to offer
personal training.
The expansion continues, and after entering Denmark,
SATS is operating 100 clubs in the Nordics.
2002
The private equity investor Nordic Capital and the
Norwegian founders of SATS acquire SATS from 24 Hour
Fitness Worldwide.
2001
ELIXIA is launched, and by year-end the chain operates a
total of 16 fitness clubs in Norway and Finland.
At a glance
PAGE 7
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
OUR VALUES
Our values serve as the compass that leads our actions
and behaviour in our daily work.
I put MEMBERS FIRST
– our members are the
foundation of everything
we do and our number one
priority. In every situation, we
go out of our way to create
value for our members. We
make our members feel
special, we encourage their
progress, and we see the
individual.
I am ACCOUNTABLE for
what I do
– accountability is about
delivering what we promise.
We always set a good
example for others and
perform our duties diligently.
In cases where errors are
made, we take responsibility
for fixing them as quickly as
possible.
I am PROFESSIONAL
– we set the standards for our
industry and have the most
dedicated and competent
employees. We all act and
contribute to help SATS
achieve its goals and be
perceived as the preferred
partner. We are always good
SATS ambassadors.
I am EXTRAORDINARY in
everything I do
– together as a team, we
create experiences that our
members will remember and
surpass their expectations.
We take every opportunity to
glow, and we take advantage
of being big, without losing
the personal touch.
SATS’ vision is to make
people healthier and happier.
To achieve this, we are
dedicated to helping our
members succeed in their
training—since we know
from decades of industry
experience that regular
training is the best way to
stay committed and become
healthier and happier.
To achieve our vision and help
our members succeed in their
training, we have the most
competent, dedicated and
inspiring staff, the broadest
product offering with world-
class quality, and the best
presence with the widest
network of physical clubs
and industry-leading digital
offerings. We promise both
members and non-members
that we will take an extended
responsibility toward training
and physical activity in
society.
OUR VISION
We make people healthier and happier!
At a glance
PAGE 8
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
COVID-19 business impact
The COVID-19 pandemic continued to have
a negative impact on the fitness industry
in 2021 in terms of restrictions on visit
capacity and club closures across the
Nordics.
SATS took a series of measures to make
sure that open clubs were operated
responsibly, including measures to ensure
the required distance between members
when training, reduced capacity in group
training classes, outdoor group training
and personal training sessions, higher
cleaning frequency and closed childcare,
etc. The result was clear – it has been
proven to be safe to visit SATS. Norway
had for a period very solid infection
tracking. We had 4 million visits in our
Norwegian clubs without any confirmed
infection transmission. The lessons
learned from best practice during the
periods with infection control measures
will be carried forward after the risk of
infection has been reduced. Members
clearly valued the measures, proven by
improved net promoter scores compared
to pre-Covid-19 levels.
Despite that we could prove that training
was safe – and much safer than many
activities not restricted by government,
training centers were forced to implement
strict restrictions or shut down. The table
below illustrates the status per month and
country in terms of open clubs, open clubs
with restrictions, or imposed club closures
for the industry and SATS. October and
November represent the only period during
the year without restrictions, with the
exception of Finland. At the end of the
year, restrictions were imposed due to the
spread of the omicron variant.
SATS maintained a close dialogue with
government authorities, following their
advice on how to act and balancing the
considerations of limiting the spread
of the virus while keeping the Nordic
population healthy and happy through
physical activity. National differences in
the spread of the virus and governmental
recommendations resulted in different
development in the four Nordic countries.
The Swedish clubs have remained open
the whole year, while the Norwegian,
Danish and Finnish clubs have been
subject to imposed club closures. In
addition, all clubs across the Nordics have
been affected by various restrictions on
visit capacity.
When the company was not able to offer
physical club experience, its main priority
became to provide alternatives that were
as good as possible by offering outdoor
training when allowed and access to the
Mentra by SATS app. Members now have
access to first-class training indoors,
outdoors and digitally.
The club closures put significant pressure
on revenues in 2021, The revenue loss has
been partly compensated for by cost-
reducing initiatives, both temporary and
permanent. Employees in Norway and
Denmark were temporarily laid off during
the closures, which reduced personnel
costs. Some fixed costs were also
compensated for by the Norwegian, Danish
and Finnish governments. Governmental
compensation for fixed costs totaled
NOK 247 million for the full year, up from
NOK 195 million in 2020. The direct gross
EBITDA effect of the club closures is
estimated at approximately NOK 1 500
million for 2020 and 2021, not taking
government compensations or growth into
account.
On the commercial side, the company
proved its ability to regain lost member
sales after the club closures. At the end
of October, the member base was fully
recovered to pre-pandemic level, adjusted
for the divested Danish clubs.
SATS continued to combine strong
infection control measures with the
delivery of positive member experiences,
growth and product development in 2021.
Once the member base is back at pre-
COVID-19 levels, the company expects to
return to the healthy financials proven prior
to the pandemic.
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
NO RWAY
SWEDEN
FINLAND
DENMARK
Open clubs
Open clubs with restrictions
Imposed club closure
COVID-19 business impact
PAGE 9
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
This is SATS
VISION
At SATS, we always strive toward our
vision of making people healthier and
happier. The Nordic population is among
the most physically active in the world,
and approximately 20% of the population
belongs to a fitness club. However the
data is clear, people spend more than 60%
of their waking hours sitting or resting. We
aim to change this trend by helping people
become more active. Helping people
become healthier and happier is also at
the core of building a profitable business.
Based on decades of experience in the
fitness industry, we know that members
who stay committed over time are also
those who regularly visit our clubs, use our
products and stay as loyal members.
Our vision continued to be as important
as ever in 2021. The past two years have
seen people’s daily lives being transformed
massively due to the COVID-19 pandemic,
with the effects still being felt across
the Nordics as we enter 2022. Social
distancing, home offices and strained
finances are all factors that can lead to
less physical activity and a more sedentary
lifestyle, an unhealthy diet, increased
nicotine and alcohol use, and more
stress. We also know that the closing
of fitness clubs has significant negative
effects on health: the results from a SATS
member survey conducted in December
2020 showed that 40–50% of respondents
across the Nordic countries work out less
now than before the pandemic. This does
not bode well for public health.
Luckily, we are now beginning to see that
the pandemic has helped highlight just how
much physical exercise impacts well-being;
not only physically, but also mentally. At
SATS, we believe these two aspects are
equally important. We strive to help people
become both healthier and happier. During
the periods in 2021 when the restrictions
on the fitness industry were limited, we
could clearly see that people wanted to
work out. In total, our 669 000 members
completed over 26 million workouts in
2021. Compared to 2019, this was a 23%
decrease per member. However, looking at
the period from June to September, when
there were fewer restrictions, our members
worked out just as much per member than
in the same months in 2019.
As we slowly move out of the pandemic,
we believe that people’s desire to take
care of their physical and mental health
will continue to increase—and SATS will
be here to help them succeed. Just like we
did in 2021.
VALUES
Our values are Members First,
Accountable, Professional, and
Extraordinary. They represent the heart
of our culture and the “how” when we
make decisions. When we interact with
members and colleagues, our values
should automatically guide us. We believe
in the importance of building a strong
value-based culture. Our overall goal is
for everyone in the company to know the
SATS vision and values, reflect on them,
and use them in their daily work. In the
SATS Engagement survey performed in
December 2021, more than 90% of the
respondents said that they live our SATS
values in their daily work. In 2022 we will
continue our culture work throughout our
clubs and service offices in the Nordics.
STRATEGIC ASPIRATION
In order to achieve our vision, SATS has
developed a strategy that aims to help its
members succeed with their training while
growing profitably at a faster rate than the
market. This strategy is built on four pillars,
People, Products, Presence, and Promise,
and is enhanced by our Position and One
Company model.
ONE VISION BASED ON FOUR PILLARS
SATS’ vision is to make people healthier
and happier. To achieve this vision,
the company is working with four
pillars: people, products, presence and
promise. The promise pillar represents a
commitment to take responsibility beyond
paying members. Sustainability is thus
integrated in the way of doing business
at SATS and is at the core of all decision-
making.
This is SATS
MAKE PEOPLE HEALTHIER AND HAPPIER
ONE COMPANY
Club operating model | Customer journey, CRM & sales process | Organization, culture and values
INSPIRATOR
Brand position and marketing
VisionFoundation Position Strategic
pillars
PEOPLE
• People develop ment
and talent attraction
PRODUCTS
• Core club offering
• Add-on services
• Digital offering
• Membership &
pricing
PRESENCE
• Existing clusters
• New clusters
PROMISE
• Responsibility
beyond our paying
members
PAGE 10
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
This is SATS
PEOPLE
To maintain a healthy lifestyle, people need
extraordinary and professional support.
This is what our 9 000 employees do
every day. The talent, commitment and
energy of our staff are evident every day
in the way they help and motivate our
members at their own level, regardless
of previous training experience, to better
reach their goals. Our goal is for our
members to succeed because we have the
most competent, dedicated and inspiring
employees.
We strive to continuously improve the
whole employee journey. This starts with
recruiting the best people. We strive to be
the preferred employer, aiming to attract
the very best and most interesting talent
to our company. Our mantra is “hire for
attitude and train for skill” as we employ
a robust framework for developing our
employees. We are constantly developing
the way we recruit and attract new
employees. During 2021 we took several
steps to ensure new employees are
welcomed in a good way and get the best
possible start to their SATS career, in part
with the introduction of a fully automated
onboarding process. We strongly believe
in fitness as a career and always strive
to create processes that unlock the full
potential of all our employees.
We aim to offer our employees a clear
career progression regardless of their role
and reward strong effort and performance.
We invest heavily in training to make sure
all our staff have the relevant qualifications
to appropriately support our members and
can develop professionally throughout
their career at SATS. Our SATS Academy
provides about 500 classroom (both in-
person and live-stream) courses yearly,
covering areas such as service, sales,
safety, leadership and products. During
2021, more than 8 100 SATS employees
participated in courses through SATS
Academy and our Nordic Master Trainer
team. In 2021, we launched SATS Strong
Leader Program, a basic leadership
training program to support aspiring
leaders in Norway, Sweden and Finland.
We also continued with the SATS Future
Leaders Program, a program we started
in 2019 to provide young aspiring club
managers at SATS with the opportunity
to learn, develop and take the next step in
their careers.
To ensure our employees are satisfied,
motivated and engaged, we launched a
new feedback survey across the entire
organization, SATS Engagement Survey.
This tool enables measurement of the
engagement and well-being of all SATS
employees on a quarterly basis.
PRODUCT
Our ambition is to have the most complete
and inspiring product offering distributed
in the right clubs at the right time, thus
creating unique member experiences.
Our offering includes studio training for
individual strength and cardio, more than
100 different group training classes,
concepts, personal training, boot camps
for smaller groups, out-of-club training
including both digital and outdoor training,
and retail shops providing members with
the right equipment, apparel and nutrition.
While our offering is comprehensive,
we aim to make it easy to understand
and tailored to our members’ needs. Our
product development strategy centers
around continuous innovation and making
sure we take part in the latest training
trends. Based on customer insights and
analysis, we adapt and bring a carefully
selected number of these trends to our
markets.
Studio training, or individual strength and
cardio training, is the foundation of our
offering. SATS clubs are spacious, with
typically ~50% of the club area designated
for studio training and filled with high-
quality equipment provided by the most
recognized suppliers in the industry.
Over the past few years we have worked
increasingly on optimizing our studio
training area based on big-data analysis
of actual equipment usage and member
feedback. Through these efforts, we have
upgraded 80+ clubs with new high-demand
equipment and made functional changes
to their layouts to improve the availability
of equipment and increase capacity.
The findings from this project have now
been institutionalized and are part of our
standard recommendations for not only
new clubs but also upgrades at existing
clubs. We will continue to increase the
analytical and data-driven approach
to further improve the studio training
experience at our clubs.
Group training is at the heart of the SATS
product offering. SATS has the broadest
group training offering in the Nordic
market, and it features highly attractive
programming. We are seeing a huge
demand for SATS group training concepts
such as Cycling, Crosstraining, Indoor
Running, and Pure Strength. In 2021, we
continued to improve our group training
PAGE 11
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
This is SATS
offering by implementing our “Perfect
Scheduling” tool: a centralized data-driven
approach to class scheduling based on
the predicted performance of a given
class. The aim of this initiative has been to
secure the right classes, at the right clubs
and at the right times based on member
demand. Group training will continue to
be a key strategic focus area during 2022,
with several planned initiatives such as the
launch of a completely new design of our
group training rooms and piloting our first
pure HIIT (high-intensity interval training)
zone with specialized HIIT classes.
We seek to optimize our portfolio of club
clusters (geographical areas in which we
offer multiple clubs). All SATS clubs are
therefore not alike but are differentiated
with product offerings and club
atmospheres tailored to relevant target
groups and market competition.
The past two years have seen
unprecedented growth in at-home training
and digital fitness. Digital fitness has
experienced increased traction over
the past few years, with the COVID-19
pandemic accelerating the adoption
of this type of offering. SATS offers its
members a selection of more than 280
online classes through the SATS Online
Training channel in the SATS mobile app or
online and enables members to work out
remotely with SATS group training classes.
The online classes have the same content
as in-club classes, which means members
are familiar with the content and have an
easy alternative if they want to work out at
home.
In 2021, we also launched our new digital
home training offering, Mentra by SATS.
Please see separate section for more
information about Mentra by SATS.
In addition to fitness services, SATS has an
extended offering that includes the sale of
fitness apparel, fitness accessories, food
and drink. This is offered as part of the
company’s goal to encourage members
to get the most out of their training by
providing them with easy access to fitness
apparel, equipment, nutrition and hydration
products when they need it. During 2020,
we launched our own comprehensive
sports nutrition range, including sports
drinks, protein shakes, bars, protein
powders and oatmeal, as well as our own
clothing collection with basic high-quality
training clothes. Both ranges have been
a big success, and in 2021 we expanded
our nutrition range with new products
and additional flavors. In addition, we
piloted a new high-end shake bar concept,
towel service and free vanity products in
the locker rooms as part of our effort to
improve the overall club atmosphere. In
2021 we entered into a collaboration with
health food provider LETT to offer fresh
food at select SATS clubs similar to the
positive collaboration we have with BIM at
many of our clubs in Stockholm.
PRESENCE
We know our members and understand
their need for a healthier lifestyle. In order
to help them maintain good training habits,
our clubs must be in the most convenient
locations. We have a growth strategy of
establishing clubs strategically located
in attractive and densely populated
areas, ensuring that members can train
near their home, work or other locations.
SATS Group, with all brands together, is
the third-largest fitness chain in Europe
and the only chain that offers clubs in
all four Nordic capital cities. In our two
largest city clusters, Stockholm and Oslo,
we have more clubs than any competing
chain, especially in central areas. For
example, in Stockholm, 21 of the 25 top
public transport hubs are within 500
meters of a SATS club. Additionally, with
many clubs in the same city, SATS can
offer a broad and deep product portfolio,
with specialized clubs, niche training
concepts, and coordinated group training
schedules. In both greater Stockholm
and Oslo, we offer more than 6 000 group
training classes weekly in peak season,
which is unmatched by any competitor.
This totals approximately 13 000 group
training classes per week in peak season
for all clubs. Since more than 55% of
our members use more than one club,
we know that our members value the
opportunity to use multiple clubs.
Despite the COVID-19 pandemic, we have
accelerated the expansion of our club
portfolio the past two years. In 2021,
we grew our club portfolio significantly,
primarily through greenfields, opening
in total 11 new clubs, of which 4 were in
Norway, 3 were in Sweden, and 4 were in
Finland. Increased club rollout is a core
element in our strategy moving forward.
We believe the fitness market will continue
to grow, driven in part by a post-pandemic
increasing number of health-conscious
people, and SATS is well-equipped to take
advantage of this growth. We still have
significant room to grow within existing
markets both by filling white spots to
strengthen current clusters and expanding
into new clusters in existing markets. This
will be a core growth driver for SATS in the
future.
In addition to its physical presence, SATS
has a strong digital presence. Digital
services have become an integral and core
part of the SATS offering and will become
increasingly important in the future. We
have a clearly defined focus area for our
digital strategy.
First, we aim to be more efficient in our
club operations by digitizing processes
and providing members with efficient
self-service solutions. The SATS website
functions as a self-service hub for
members who want to change their
memberships, see payment history/
receipts, purchase personal trainer clips,
and so on. During 2021, we have started
to implement a new web content platform
to ensure a better and more user-friendly
website. This work will continue during the
first half of 2022.
Second, we aim to improve our digital
sales. We have already moved our online
sales functionality to the mentioned new
content platform, and we already see
optimized flows and better conversion.
During 2021 we have also implemented
a new CRM platform in Salesforce, which
will significantly improve the way we
can support our existing members, how
targeted we are with our marketing, and
how efficient we are in our sales.
Third, we will use our digital services to be
a true training partner for our members.
In 2021, we continued to improve our
SATS app with new features and better
design. The app connects members with
extraordinary fitness opportunities by
simplifying the booking of classes and
personal trainers and inspiring members
through relevant class recommendations,
training challenges, and digital training.
It motivates members by showing them
training statistics and making it easy
to invite friends to join them during a
workout. More than 319 000 members
used the app on a weekly basis in October
2021, up from 291 000 weekly users in
October 2020. This corresponds to a
10% increase in weekly usage. Between
October 2018 and October 2021, weekly
usage grew 154%. In 2020 we integrated
SATS Online Training into the app, making
it also much more attractive to continue
using even when clubs are closed. This
type of feature makes the app relevant
for more members, and it also helps us
convert monthly users into weekly users.
In January 2021 alone, over 226 000 Online
Training sessions were played in the app.
During 2021 we also introduced studio
booking in the app, making it easier for our
members to plan their workouts during
periods with heavy capacity restrictions.
In 2021, we also implemented a new
membership level where members keep
access to the app, select Online Training
sessions, and their stored data despite
not being paying members. This allows
us to keep their data and stay in contact
with them until they hopefully return as full
members in the future. We will continue to
improve in-app digital training and other
features that aim to inspire and trigger
PAGE 12
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
This is SATSThis is SATS
members to work out, making it easier for
them to work out more consistently.
Fourth, we are taking significant steps
within data and analytics. Last year we
launched a completely new data platform
to enhance data quality and scalability.
The new data platform provides significant
opportunities to drive member value.
To conclude, we will ensure that SATS has
the leading digital training offering.
PROMISE
As a part of our promise, we also
want to take our responsibility beyond
membership and members. We believe
that it’s important to take an extended
responsibility toward training and physical
activity in society, and that our members
and non-members will succeed because
of this. Therefore, in 2019, we established
an Internal Sustainability Committee to
lead our cross-functional sustainability
work going forward. This work, which
is described in more detail in our
sustainability report, will help us achieve
our vision of making people healthier and
happier and contribute to public health
in society at large. Ultimately, we want to
make people healthier and happier in an
environmentally friendly way.
With its market leading position in the
fitness and training industry in the Nordics,
SATS is in a unique position and bears an
important responsibility to contribute to
the UN’s sustainable development goals
(SDGs). The company aims to play an
important part in the lives of our 670 000
members, making it increasingly important
to put sustainability on the agenda.
Following materiality assessments, the
company decided to focus its contribution
to SDGs #3 Good Health and Well-being
and #12 Responsible Consumption and
Production. These are the goals that
overall are deemed most important to the
company’s stakeholders and most likely
to benefit from the SATS contribution.
They go hand in hand with the company’s
strategy and values and are closely
linked to the core competences of the
organization.
Foundation – our position as an inspirator
We want to make sure that our members,
whenever and wherever they visit a SATS
club or utilize the SATS digital offering, will
have the same inspiring experience and
personal service. All our staff, whatever
their role, are expected to act in such a
way that they are perceived to be true
inspirators in our industry. We do this by
motivating each member at their own
level, ensuring that their training becomes
a long-term habit. Everyone should feel
welcome to join our SATS community,
regardless of previous training experience.
And we aim to create a joyful atmosphere
that makes going to the gym a little bit
easier.
This position is well-established among
our staff. In the 2021 employee survey,
around 90% of respondents answered that
they integrate SATS’ role as an inspirator
into their daily work.
Foundation – one company
We work with one operating model, one
culture, and one passion for training to
make sure that we exceed our members’
expectations. We strongly believe it is
very important that we work together as
a chain with a common operating model
and culture across club formats and
country borders. This means that our staff
follow the same operating procedures in
terms of cleaning, health and safety, and
maintenance to make sure that every club
offers the SATS experience. This common
way of working and close collaboration
between countries is a great platform that
drives efficiency in our operations and
continuous improvement. Working with
the same routines across clubs enables
us to identify high performers and bring
their learnings into the rest of the clubs.
A common operating model makes it
easier to support the clubs with the tools
they need to run the clubs efficiently, for
example by digitalizing key parts of the
club routines. All together this means that
we are moving as one toward delivering a
great member experience with every visit.
GROWTH LEVERS TO DRIVE VALUE
CREATION
Throughout the pandemic, SATS has
strengthened the foundation for future
growth in multiple levers. We have capacity
in our current clusters for continued
membership growth. We have also an
ambitious greenfield roll-out plan with
15 new clubs to be opened in 2022 and
2023, and we see a potential for in-fill
acquisitions and additional greenfield
openings.
We also see the opportunity of improving
the average revenue per member by
offering adjacent products and services,
continued development of our personal
training and retail offering, and pricing
optimization.
We continue to improve the scale and
platform advantages as the operating
leverage drives high drop-through of
incremental revenues. In addition, we
will focus on club and overhead cost
discipline.
There are also attractive longer term value
creation opportunities. Acceleration of
club rollout could be attractive in current
and potential new clusters. We have
launched Mentra by SATS, which will
further increase our digital presence both
in new and existing target groups. We
will also seek to maximize operational
efficiencies and explore opportunities with
adjacent products and services.
LONG-TERM
VALUE CREATION
OPPORTUNITIES
Acceleration of club
roll out
A brand new concept for
interactive home training
Operational & cost
initiatives
Further opportunities
in adjacent products &
services
GROWTH IN AVERAGE
REVENUE PER MEMBER
(ARPM)
Membership yield growth
through pricing
Personal training
Retail revenue
Cross-selling of adjacent
products & services
MEMBERSHIP
GROWTH
Existing Clubs
Continued growth in
mature and maturing
clubs
New Clubs
In-fill acquisitions
and greenfield openings
SCALE AND PLATFORM ADVANTAGE
Operating leverage driving
high drop-through of
incremental revenue
Club and overhead
cost discipline
ENABLED BY DIGITALISATION
VALUE CREATION
MULTIPLE GROWTH LEVERS TO DRIVE FUTURE VALUE CREATION
PAGE 13
BROWSE ADJUST SEARCH
Letter from the CEO
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Launch of Mentra by SATS
Mentra by SATS was developed in 2021
as a response to the demand for a high-
quality connected online training platform.
The first Rflex mirrors were tested by
families in Norway and Sweden in the
spring of 2021, and the official launch was
in October the same year. The first Rflex
mirrors were delivered in December to
customers in Norway and Sweden.
Mentra by SATS extends SATS’ vision
of making people healthier and happier
beyond our physical clubs. SATS believes
that physical and digital training are
complementary products in two growing
market markets.
Mentra by SATS strategy is to bring
engaging, high quality and personal
training to new target groups, not reached
by SATS today including:
• People with gym access seeking
increased flexibility including digital
home training
• People who are not comfortable going to
the gym for various reasons
• People without access to a gym in the
area where they live
About 30% of the Rflex buyers are SATS
members today, and about 65% live within
the expected catchment area of a SATS
club. Further, 70% of buyers are female.
Mentra by SATS is focused on delivering
our content through different hardware
products also known as “connected
fitness,” where the user is interacting
with the content through various metrics
(heart rate, power, cadence, speed,
etc.) depending on the hardware and
capabilities.
The first hardware product that launched
was the Rflex fitness screen. It is a full-size
mirror with a 43” touch screen, two-way
camera, microphone, Bluetooth and WiFi
to allow for multi-interactive features such
as 1-1 personal training, interactive group
workouts, motion analysis and more. The
benefits of Rflex are its flexibility in use
and the beautiful design. There is content
for the entire family, and more than one
person can work out together in front of
the Rflex mirror. The next product under
development is a bike with an integrated
screen that will create immersive and
engaging cycling classes for any level.
Mentra by SATS will also be delivering
content as a “Digital Only” product that can
be used for anyone without the hardware.
“The digital only subscription will be
launched in the first half of 2022.” Digital
Only will have some limitations in features
compared to the connected hardware.
All content is produced either live or on-
demand in our own studio in Oslo, Norway.
Mentra by SATS is a subscription service
where the user subscribes to either a
Premium membership that supports
connected fitness equipment or the
coming Digital+ membership for a pure
digital access.
At the time of the launch, the service
included the Rflex Connected fitness
screen, a companion app for iOS and about
150 classes for Strength, Cardio, Yoga and
Dance. The classes include various skill
levels, with different coaches and different
languages to cater to members’ levels.
Since the launch, 200 additional classes
have been added, for a total of 350 on-
demand classes. Ten live classes are also
held each week.
Mentra by SATS continues to produce
content to expand the variety within each
vertical in addition to adding new verticals
based on user input and feedback.
Planned new classes are Pilates, Running,
Barre, Kettlebell, Step and more for the
entire family.
Mentra by SATS uses licensed music
our members know and love from artists
within Universal Music Group.
By year-end 2021, Mentra by SATS had
6000 registered users who completed
more than 20 000 workouts and 19 FTEs,
as well as part-time employees for content
support and it had received inspiring
reviews from magazines to websites for
consumer technologies.
Launch of Mentra by SATS
PAGE 14
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Corporate governance
Alternative performance measures
CONTENTS
Where we operate
NO RWAY
Norway is the largest operating
segment in the Group with 42% of the
consolidated total revenues in 2021
and 302 000 members at year-end
2021. Norway had 79 SATS clubs, 31
Fresh Fitness clubs and two HiYoga
clubs at the end of 2021. Our clubs
are spread out between Kristiansand
in the south and Tromsø in the north,
and 64 are located in the greater Oslo
area. During 2021 we opened three
new clubs. SATS is a well-known brand
in Norway and the largest operator of
fitness clubs.
Imposed club closure reduced capacity
by about 50% in Q1 and Q2. Following
the re-opening in May, there were
capacity restrictions in the entire club
portfolio through September. Our
clubs operated without restrictions
in October and November, but new
restrictions were re-introduced in
December due to the spread of
COVID-19 Omicron variant.
Sales of new memberships were
negatively impacted by club closures
and restrictions, but once restrictions
were lifted, the year still ended with 8%
growth in the member base as a result
of successful sales campaigns. Churn
was relative stable throughout the year.
Total revenues decreased by NOK 80
million in Norway in 2021, a decrease
of -6% compared to 2020. The revenue
decline was caused by a lower number
of members and higher freeze levels
through the year, somewhat offset
by higher government compensation
in 2021 compared to 2020. ARPM
declined 6% to NOK 391 per month
due to increased COVID-19-related
freeze. Adjusted for the governmental
support package, membership yield
declined by 7%.
Operating expenses increased by 6%,
and Adjusted Country EBITDA before
the impact of IFRS 16 decreased from
NOK 217 million last year to NOK 97
million in 2021, resulting in a Country
EBITDA margin of 7%.
2
5
4
10
10
1
65
4
11
Key Financial Figures and Alternative
Performance Measures (APM)
Amounts in NOK million
(unless otherwise stated) 2021 2020
Membership revenue 933 1 032
Other revenues 432 414
Total revenues 1 366 1 445
Country EBITDA
1)
97 217
Margin (%) 7% 15%
EBITDA
2)
-68 82
Margin (%) -5% 6%
Clubs 113 109
Members (‘000) 302 280
ARPM (NOK/month) 391 416
Revenues
NOK million
-6%
Country EBITDA
1)
NOK million
-55%
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
1 445
1 366
2020 2021
217
97
2020 2021
Where we operate
PAGE 15
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Corporate governance
Alternative performance measures
CONTENTS
2
11
71
4
Key Financial Figures and Alternative
Performance Measures (APM)
Amounts in NOK million
(unless otherwise stated) 2021 2020
Membership revenue 961 1 074
Other revenues 295 280
Total revenues 1 256 1 354
Country EBITDA
1)
133 295
Margin (%) 11% 22%
EBITDA
2)
-2 183
Margin (%) 0% 14%
Clubs 88 84
Members (‘000) 229 216
ARPM (NOK/month) 470 506
Revenues
NOK million
-7%
Country EBITDA
1)
NOK million
-55%
SWEDEN
Sweden is the second-largest
operating segment in the Group, with
39% of consolidated total revenues in
2021 and 229 000 members at year-
end 2021. The club portfolio consisted
of 88 clubs across the country at
year-end, including a strong cluster
of 71 clubs in the greater Stockholm
area. During 2021, we opened three
new clubs and acquired one club in
Stockholm, which further strengthened
the Stockholm cluster.
The clubs in Sweden remained
open but operated under strict
restrictions throughout 2021, except
during October and November. New
restrictions were re-introduced in
December due to the spread of
COVID-19 Omicron variant.
Sales of new memberships were
negatively impacted by club closures
and restrictions, but the year still ended
with 6% growth in the member base, as
a result of successful sales campaigns
once restrictions were lifted. Churn was
relative stable throughout the year.
Total revenues decreased by
NOK 98 million in 2021, a decrease of
7% compared to last year, driven by a
lower average member base and higher
freeze level through the year coupled
with a negative currency effect. The
COVID-19 pandemic continued to
negatively affect revenues in Sweden,
with various capacity restrictions
throughout the year and government
recommendations reducing social
mobility. ARPM declined 7% to NOK
470 per month due to increased COVID-
related freeze.
Operating expenses increased 9%
mainly due to new clubs adding cost
compared to last year, bringing the
Adjusted Country EBITDA before impact
of IFRS 16 down from 295 million last
year to 133 million in 2021, resulting in a
Country EBITDA margin of 11%.
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
1 354
1 256
2020 2021
295
133
2020 2021
Where we operate
PAGE 16
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Corporate governance
Alternative performance measures
CONTENTS
FINLAND
In Finland, the business is operated
under the brand ELIXIA, and the
Finnish operations, with 64000
members at year-end 2021, cons-
tituted 9% of consolidated total
revenues in 2021. By the end of 2021,
we had 32 clubs in Finland, 24 of
which are in the Helsinki cluster. Two
new clubs were opened in 2021.
Our clubs in Finland have operated
under strict restrictions during the
whole year, with the exception of
shorter time periods in October and
November. The clubs in Finland were
subject to imposed closure in April and
December.
Sales of new memberships were
negatively impacted by club closures
and restrictions, but the year still ended
with 7% growth in the member base as
a result of successful sales campaigns
once restrictions were lifted. Churn was
relative stable throughout the year.
Total revenues decreased by NOK 34
million in Finland in 2021, a decrease
of 10% compared to last year, primarily
due to higher freeze level because of
imposed club closures and restrictions
throughout the year, and negative
currency effect, somewhat offset by
a higher government compensation.
Membership sales have been under
pressure as all clubs in Finland have
been subject to capacity restrictions
or imposed closure during the
year, coupled with the government
recommendations to reduce social
mobility. ARPM declined 12% to NOK
390 per month due to increased COVID-
related freeze.
Operating expenses increased 5%, and
the Adjusted Country EBITDA before
the impact of IFRS 16 fell from NOK
-11 million last year to NOK -48 million
in 2021, resulting in a Country EBITDA
margin of -16%.
3
5
24
Revenues
NOK million
-10%
Country EBITDA
1)
NOK million
-335%
Key Financial Figures and Alternative
Performance Measures (APM)
Amounts in NOK million
(unless otherwise stated) 2021 2020
Membership revenue 211 248
Other revenues 81 78
Total revenues 292 326
Country EBITDA
1)
-48 -11
Margin (%) -16% -3%
EBITDA
2)
-67 -29
Margin (%) -23% -9%
Clubs 32 30
Members (‘000) 64 60
ARPM (NOK/month) 390 445
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
326
292
2020 2021
-11 -48
2020 2021
Where we operate
PAGE 17
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Corporate governance
Alternative performance measures
CONTENTS
DENMARK
The Danish operations contributed
with 10% of consolidated total
revenues in 2021 with 73 000
members at the end of 2021. By
the end of 2021, we had 30 clubs in
Denmark, all of which create a strong
cluster in Greater Copenhagen. There
were no new club openings in Denmark
in 2021.
Imposed closure affected clubs in
Denmark in Q1 and Q2. Following the
reopening in May, there were capacity
restrictions in the entire club portfolio
throughout August. Our clubs operated
without restrictions in September–
November, but new restrictions were
re-introduced in December due to
the spread of the COVID-19 Omicron
variant.
Sales of new memberships were
negatively impacted by club closures
and restrictions, but the year still ended
with 2% growth in the member base as
a result of successful sales campaigns
once restrictions were lifted. Churn was
relative stable throughout the year.
Total revenues decreased by NOK 75
million in Denmark in 2021, a decrease
of 18% compared to last year. This
decrease was due to the divestment of
nine clubs in Jylland and Fyn on 1 July
2020, higher freeze level because of
imposed club closures and restrictions
throughout the year, and negative
currency effects, somewhat offset by
NOK 43 million higher compensation
from the Danish government. ARPM
declined 5% to NOK 382 per month due
to increased COVID-related freeze.
The operating expenses decreased by
27%. Adjusted Country EBITDA was
NOK -51 million, down from NOK -104
million in 2020, resulting in a Country
EBITDA margin of -15%.
30
Revenues
NOK million
-18%
Country EBITDA
1)
NOK million
-51%
Key Financial Figures and Alternative
Performance Measures (APM)
Amounts in NOK million
(unless otherwise stated) 2021 2020
Membership revenue 195 295
Other revenues 138 113
Total revenues 333 408
Country EBITDA
1)
-51 -104
Margin (%) -15% -25%
EBITDA
2)
-75 -130
Margin (%) -23% -32%
Clubs 30 30
Members (‘000) 73 72
ARPM (NOK/month) 382 401
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
408
333
2020 2021
-104 -51
2020 2021
Where we operate
PAGE 18
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
ABOUT THE SUSTAINABILITY REPORT
SATS’ sustainability and social
responsibility work in 2021 is presented
in the Sustainability Report for 2021. The
report has been prepared in accordance
with the Core option of the Global
Reporting Initiative (GRI) Standards. The
full report is available at www.satsgroup.
com.
SUSTAINABILITY AT SATS
SATS continuously strives to be a
responsible corporate citizen, operating
responsibly with respect for people and
the environment. In 2015, the global
community convened in Paris to sign
a landmark climate agreement, joining
forces to work toward a sustainable future.
The UN also adopted the same year a set
of sustainable development goals (SDGs)
dealing with a wider range of global issues,
such as human rights, good governance,
peace and stability. Meeting these targets
requires a concerted effort from all
businesses and markets, and SATS is
committed to making this effort.
With its market-leading position in the
fitness and training industry in the Nordics,
SATS is in a unique position and bears an
important responsibility to contribute to
achieving the SDGs. The company aims
to play an important part in the lives of
members, making it increasingly important
to put sustainability on the agenda.
SATS’ vision is to make people healthier
and happier. To achieve this vision,
the company is working with four
pillars: people, products, presence and
promise. The promise pillar represents a
commitment to take responsibility beyond
paying members. Sustainability is thus
integrated in the way of doing business
at SATS and is at the core of all decision-
making.
STRATEGIC FOCUS AREAS
Based on an internal impact assessment
that is described in more detail in its
Sustainability Report, the company has
focused its contribution to UN Sustainable
Development Goals #3 Good Health, Well-
being, #12 Responsible Consumption and
Production, #8 Decent work and economic
growth, #5 Gender equality and #13
Climate action. These are the goals that
overall are deemed most important to the
company’s stakeholders and most likely
to benefit from the SATS contribution.
They go hand in hand with the company’s
strategy and values and are closely
linked to the core competences of the
organization.
Good health is essential to sustainable
development, and individuals around the
world cannot reach their full potential
without good health: physical, mental
and social. Goal #3 can thus be seen as
a prerequisite for the other sustainable
development goals, and it is strongly tied
to many of them. Goal #3’s targets touch
on issues widespread in countries at all
stages of development.
Since sustainable consumption and
production aim to do more and better with
less, net welfare gains from economic
activities can increase if resource
utilization, degradation and pollution along
the whole life cycle can be reduced while
increasing quality of life. There also needs
to be a significant focus on the supply
chain, from producer to final consumer.
This includes, among other things,
educating consumers on sustainable
consumption and lifestyles, providing
them with adequate information through
standards and labels, and engaging in
sustainable public procurement.
The impact analysis points to two strategic
focus areas for SATS: improving public
health and ensuring environmentally
sustainable operations. Helping to improve
public health is a main priority of SATS,
and the ambition is to do this with a low
carbon footprint. In every aspect of its
operations, SATS intends to follow the
precautionary principle approach in order
to prevent the company’s activities from
potentially harming human health and the
environment.
In 2021 we included full scope 3 in our
climate accounts, identified our GHG
emission base line and stated the ambition
to aligning climate targets to the Science
Based Targets initiative (SBTi).
Regarding public health, we kept our goal
of reaching 50 million workouts by the end
of 2023 and 75 million by the end of 2030.
This compares to 36 million workouts in
2019.
For more information, please find our
Sustainability Report on our webiste.
Sustainability highlights 2021
Sustainability highlights 2021
PAGE 19
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Shareholder information
the Oslo Stock Exchange
in 2019 and had a market
capitalization of NOK 3 634
million at year-end 2021.
SATS’ objective is to provide
positive value creation
and a long-term return to
shareholders that reflects the
inherent risk in the company.
The company plans to
achieve this by delivering in
accordance with its business
plan and through precise
communication to ensure that
the share price accurately
reflects the value and growth
prospects of the company.
INVESTOR RELATIONS POLICY
SATS aims to have a transparent
and open dialogue with the financial
market and ensure timely disclosure of
relevant information to the market and
equal treatment of its shareholders. All
disclosure, communication and reporting
by SATS will comply with applicable
laws and regulations as well as relevant
recommendations for listed companies
and market practice. Financial information
and other information for investors, such
as presentations on SATS’ quarterly
results and for capital market days, will be
presented in English.
SATS will publish quarterly financial results
in accordance with its financial calendar,
which is published annually on its website
and on the stock exchange. No investor
and analyst meetings will be held during
the three weeks prior to the presentation
of the company’s financial results.
SATS ASA complies with the Oslo Børs
Code of Practice for IR of March 1, 2021.
GOVERNANCE PRINCIPLES
SATS considers good corporate governance
to be a prerequisite for value creation,
trustworthiness and access to capital.
In order to secure strong and sustainable
corporate governance, it is important that
SATS ensures good and healthy business
practices, reliable financial reporting, and an
environment of compliance with legislation
and regulations across the Group.
SATS has governance documents setting
out principles for how its business should
be conducted. These apply to all of SATS’
subsidiaries as well as SATS itself. SATS’
governance regime is approved by SATS’
Board of Directors.
SHARE CAPITAL
SATS ASA’s share capital was
NOK 366 million as at 31 December 2021,
divided into 172 246 142 ordinary shares,
each with a par value of NOK 2.125.
All the shares have been fully paid and
have equal rights. SATS owned 910 769
treasury shares as at the balance sheet
date. The number of shareholders as at
31 December 2021 was 6 009.
Shareholder information
Shareholders
by country of residence
n Norway (61%)
n Denmark (30%)
n Sweden (3%)
n Other (6%)
Share price development
(NOK)
01.01.2021–31.12.2021
0
5
10
15
20
25
PAGE 20
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Analyst coverage
ABG Sundal Collier Petter Nystrøm +47 22 01 61 35
Carnegie Eirik Rafdal +47 22 00 93 78
DNB Ole Martin Westgaard +47 24 16 92 98
Kepler Cheuvreux Markus Borge Heiberg +47 23 13 90 84
Morgan Stanley Adrija Chakraborty +44 20 7425 6844
Sparebank 1 Markets Øyvind Mossige +47 24 13 37 02
Financial calendar
SATS ASA will publish its quarterly interim financial statements on the following dates for
2022:
8 March 2022 Annual Report 2021
10 March 2022 Extraordinary General meeting
4 April 2022 Annual General Meeting 2022
3 May 2022 Q1 2022 Results
14 July 2022 Q2 2022 Results
28 October 2022 Q3 2022 Results
Shareholder information
Shareholder
Number of
ordinaryshares
Ownership
percentage
1 TG Nordic Invest 51 500 971 29.9%
2 AF III HOLDCO AS 41 556 415 24.1%
3 Canica AS 12 558 497 7.3%
4 SATS Management Invest AS 8 651 488 5.0%
5 Maaseide Promotion AS 7 990 976 4.6%
6 J.P. Morgan Bank Luxembourg S.A. 2 631 952 1.5%
7 Salt Value AS 2 186 865 1.3%
8 Verdipapirfondet Eika Spar 2 177 272 1.3%
9 Ingvarda AS 1 904 943 1.1%
10 Verdipapirfondet Eika Norge 1 651 057 1.0%
11 Folketrygdefondet 1 398 378 0.8%
12 State Street Bank and Trust Comp 1 353 956 0.8%
13 Funkybiz AS 1 100 000 0.6%
14 Skandinaviska Enskilda Banken AB 1 038 541 0.6%
15 SATS ASA 910 769 0.5%
16 Skandinaviska Enskilda Banken AB:
Fondita 2000+ Investment Fund
875 289 0.5%
17 Avanza Bank AB 838 061 0.5%
18 Skandinaviska Enskilda Banken AB:
Fondita Nordic Small Cap Invt FD
832 500 0.5%
19 C Worldwide Norge III 796 387 0.5%
20 Skandinaviska Enskilda Banken AB:
Norron Sicav - Target
769 392 0.4%
Other shareholders 29 500 387 17.1%
Total 172 246 142 100.0%
Ownership structure
Percentage
holding
Number of
shareholders
Number of
shares
Proportion of
the share capital
<0.25% 5 975 21 435 999 12%
0.25–0.5% 18 11 300 728 7%
0.5–1% 7 8 350 036 5%
1–3% 4 8 901 032 5%
3–5% 1 7 990 976 5%
5–10% 2 21 209 985 12%
>10% 2 93 057 386 54%
Sum 6 009 172 246 142 100%
PAGE 21
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Management
Management
Sondre Gravir
Chief Executive Officer
• CEO of SATS since 2018
• Previously held several senior management
positions, e.g. CEO Aftenposten, CEO FINN
and CEO Schibsted Marketplaces (Now
Adevinta)
• Member of Board of Directors in Norwegian
and FINN.no
• Studied at Norwegian School of Economics
and National University of Singapore
Cecilie Elde
Chief Financial Officer
• Long-standing relationship with SATS
through various roles, CFO since 2016
• Prior to becoming CFO in SATS, Elde
held managerial positions in NetCom
and Tele2
• Currently member of the Board of
Directors of RevolutionRace AB
• Elde has studied at Norwegian
Business School
Marianne Orderud
Director of Marketing, Communication
and Member Care (maternity leave)
• Director of SATS since 2018
• Served as Marketing Manager in SAS
and Marketing Manager in Tele2 prior
to joining SATS
• Currently a member of the Board of
Directors of Norstat
• Orderud has studied at Norwegian
Business School
Wenche Evertsen
Country Manager Norway
• Country Manager for Norway since
2020
• Long-standing relationship with SATS
through various roles
• Evertsen has studied at the University
of Texas and at Norwegian Business
School
Linda-Li Cederroth
Country Manager Sweden and Denmark
• Country Manager for Sweden since
2013 and for Denmark since 2019
• Served as regional manager of Lindex
Sweden and senior positions at
Åhléns prior to joining SATS
• Cederroth has studied Business
Management at IHM Business School
Jussi Raita
Country Manager Finland
• Country Manager for Finland since
2017
• Served as regional manager in Instru
Optiikka Oy and Elixia prior to joining
SATS
• Raita has studied at the University of
Jyväskylä
Gaute Sandal
Director of Consumer, Insight &
Technology
• Director of SATS since 2021
• Served as Business Development
Director, Commercial Director and
Nordic Customer Journey Director in
SATS prior to his current role
• Sandal has studied at Norwegian
Business School
Silje Garberg Ree
Director of Product and Retail
• Director of SATS since 2017
• Served in senior positions at Orkla and
in BCG as management consultant
prior to joining SATS
• Served in senior positions at Orkla
prior to joining SATS
• Garberg Ree has studied at the
Norwegian School of Economics
Bård Nordhagen
Acting Director of Marketing,
Communication and Member Care
• Acting Director of SATS since 2021
• Served as Head of Marketing
Programs in SAS and Nordic
Marketing Manager in Grundig prior to
joining SATS
• Nordhagen has studied at Norwegian
Business School
Anna Raftheim
HR Director
• Director of SATS since 2019
• Fitness industry experience since
1997 through different positions
• Raftheim has completed the Health
Education Programme at the Swedish
School of Sport and Health Sciences,
GIH. She has also studied labour law
and other selected courses in Sweden
PAGE 22
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
”Wow! What a ride! I joined SATS
many years ago, and it has been
a personal experience making
me grow as a person. I love
inspiring our members through
a group training class, knowing
I’m actually contributing to their
wellbeing ang joy”
– Sonqo
PAGE 23
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Board of Directors’ report
In 2021, the number of
members increased by 7% as
we regained members during
the second half of the year.
Total revenues decreased
by 8% due to imposed club
closures. Going into 2022
the focus is to grow the
member base, further expand
through organic growth at
existing clubs and selected
acquisitions and greenfields,
and support the growth of
Mentra by SATS.
SATS has 26 years of experience within
the fitness industry and is the leading
operator of fitness clubs in the Nordic
region. The Group operates the SATS
brand in Norway, Sweden and Denmark
and ELIXIA in Finland. The Group also
operates the price-competitive, low-cost
fitness club brand Fresh Fitness in Norway
in addition to two clubs in Oslo marketed
under the brand HiYoga. The company
also launched Mentra by SATS in 2021, a
new digital home training offer. The Group
offers members access to studio training,
group training, yoga and online training. In
addition, highly qualified personal trainers
offer individual coaching, and food, drinks,
apparel and training accessories are
available through the retail shops in the
clubs’ reception areas.
SATS is the third-largest fitness chain in
Europe and the only chain that offers clubs
in all four Nordic capital cities, making
it the clear leader in the Nordic fitness
market. As of the 2021 balance sheet date,
the Group had a leading network of 262
clubs, with strongholds in key metropolitan
cities throughout the Nordic region, and
669 000 members.
SATS ASA has been listed at the Oslo Stock
Exchange since October 2019.
ANALYSIS OF THE 2021 FINANCIAL
STATEMENTS
The Board of Directors believes that the
2021 financial statements give a true
and fair view of the Group’s assets and
liabilities, financial position and profit for
the period. The financial statement shows
the results for the period 1 January 2021 to
31 December 2021 compared to the period
from 1 January 2020 to 31 December
2020. The Board confirms that the Group’s
liquidity position will be adequate to fulfil
short-term liabilities, including instalments
on bank borrowings as they fall due.
The fitness industry and SATS have
experienced a significant setback caused
by the COVID-19 pandemic. Based on
the Group’s long-term strategy, including
budgets and scenario forecasts, and with
efforts to retain revenue and reduce costs
during the prolonged situation related to
the pandemic, the Board confirms that the
use of the going concern assumption is
appropriate. The 2021 financial statements
have been prepared in accordance
with this assumption. Please see the
section COVID-19 business impact for
more information on the effect of the
coronavirus.
Statement of comprehensive income
Total revenues decreased by 8% to NOK
3247 million, compared to NOK 3 534
million in 2020. NOK strenghthened
during the year, causing negative currency
translation effects on revenues, and
currency-adjusted revenues fell by 6%.
Revenues for all segments decreased
compared to 2020. The decrease in
revenues was primarily due to club
closures and visit restrictions that limited
sales of new memberships and other
products, as well as affecting freeze levels,
which were significantly higher during the
year. Revenues were somewhat offset
by higher government compensation,
recognized as other revenues of NOK
247 million in 2021, compared to NOK
195 million in 2020. The first half of 2020
also included the nine clubs in Denmark
that were sold on 1 July 2020, lowering
the revenue base. The total member base
increased by 7% compared to last year
as a result of successful campaigns and
sales efforts to regain lost membership
sales during periods with club closures
and heavy restrictions. Reported ARPM
decreased by 8%, mainly driven by a higher
average freeze level through 2021 and
campaigns compared to 2020. Currency-
adjusted ARPM fell by 7%.
The company received governmental
support to compensate for the fixed
cost of the imposed club closures. The
compensation was reported as revenues.
The support from the Norwegian
government totaled NOK 140 million
for SATS and Fresh Fitness in Norway,
up from NOK 130 for 2020. The Danish
government compensated SATS Denmark
NOK 95 million in 2021, up from NOK
60 million in 2020, and the Finnish
government compensated ELIXIA Finland
NOK 11 million, up from NOK 5 million in
2020.
A strengthened NOK caused a 1% positive
currency translation effect on operating
expenses including depreciation and
amortization. However, the operating
expenses including currency effects
increased by 1% from NOK 3 445 million
in 2020 to NOK 3 472 million in 2021. The
main driver behind the increased operating
expenses was nine additional clubs on top
Board of Directors’ report
PAGE 24
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
of general cost inflation, partly offset by
reduced salary cost from long periods with
club staff on furlough.
As a result of the COVID-19 pandemic,
operating profit decreased by NOK 235
million, from NOK 11 million in 2020 to
NOK -224 million in 2021.
Net financial items increased by NOK 31
million, or 12%, from an expense of NOK
267 million in 2020 to an expense of NOK
298 million in 2021. This is mainly a result
of higher interest expenses, lower financial
income and lower financial expenses
compared to 2020.
The income tax expense decreased by
NOK 139 million, from NOK 69 million in
2020 to a tax income of NOK 70 million in
2021, driven by negative taxable results
caused by the effects from the COVID-19
pandemic. Losses carried forward
increased from NOK 17 million to NOK 229
million in the Norwegian entities in 2021,
and the tax effect is reflected as a positive
tax income in the profit and loss statement
in 2021. Deferred tax assets from losses
carried forward are not recognized for
the Finnish or Danish segments in 2021
due to uncertainty to whether profits will
be utilized against the unused tax losses
within a reasonable time frame.
The loss before tax was NOK 522 million in
2021 compared to a loss before tax of NOK
255 million in 2020. Total comprehensive
loss was NOK 416 million compared to a
loss of NOK 345 million in 2020.
As of the balance sheet date, the Group’s
total tax loss carried forward is NOK 1141
million, of which the NOK 823 million
generated in Denmark and Finland is not
recognized in the balance sheet.
Segment development
Norway
Total revenues decreased by NOK 80
million in Norway in 2021, a decrease
of 6% compared to 2020. SATS Norway
experienced club closures and restrictions
during the period January–September
and from mid-December. The revenue
decline was caused by a lower number
of members and higher freeze levels
throughout the year, somewhat offset
by higher government compensation in
2021 compared to 2020. Adjusted for the
governmental support package, revenues
declined by 7%. Operating expenses
increased by 6%, and Adjusted Country
EBITDA before the impact of IFRS 16
decreased from NOK 217 million last year
to NOK 97 million in 2021, resulting in a
Country EBITDA margin of 7%.
Sweden
Total revenues decreased by
NOK 98 million in 2021, a decrease of 7%
compared to last year, driven by a lower
average member base and higher freeze
levels throughout the year coupled with a
negative currency effect. The COVID-19
pandemic continued to negatively affect
revenues in Sweden, with various capacity
restrictions throughout the year and
government recommendations reducing
social mobility. Operating expenses
increased 9% mainly due to new clubs
adding cost compared to last year, bringing
the Adjusted Country EBITDA before the
impact of IFRS 16 down from 295 million
last year to 133 million in 2021, resulting in
a Country EBITDA margin of 11%.
Finland
Total revenues decreased by NOK 34
million in Finland in 2021, a decrease
of 10% compared to last year, primarily
Statement of Comprehensive Income
Amounts in NOK million
2021 2020
Total revenues 3 247 3 534
Operating expenses excluding impairment -3 472 -3 445
Operating profit excluding impairment -224 90
Impairment of assets held for sale 0 -78
Net financial items -298 -267
Profit before tax -522 -255
Income tax expense 70 -69
Profit/loss for the year -452 -325
Total comprehensive income -416 -345
Statement of financial position
Amounts in NOK million
31.12.2021 31.12.2020
Total assets 8 336 9 091
Total liabilities 7 853 8 206
Total equity 483 885
Statement of cash flows
Amounts in NOK million 2021 2020
Net cash flow from operations 920 1 113
Net cash flow from investments -240 -331
Net cash flow from financing -877 -499
Net increase/decrease in cash and cash equivalents -197 283
Cash and cash equivalents at the end of the period 281 456
Board of Directors’ report
PAGE 25
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
due to higher freeze levels from imposed
club closures and restrictions throughout
the year and a negative currency effect,
although it was somewhat offset by higher
government compensation. Membership
sales have been under pressure since
all clubs in Finland have been subject
to capacity restrictions or imposed
closure during the year, coupled with the
government recommendations to reduce
social mobility. Operating expenses
increased 5%, and the Adjusted Country
EBITDA before the impact of IFRS 16 fell
from NOK -11 million last year to NOK
-48 million in 2021, resulting in a Country
EBITDA margin of -16%.
Denmark
Total revenues decreased by NOK 75
million in Denmark in 2021, a decrease of
18% compared to last year. This decrease
was due the divestment of nine clubs in
Jylland and Fyn on 1 July 2020, higher
freeze levels because of imposed club
closures and restrictions throughout
the year, and negative currency effects.
Revenues were supported by NOK 43
million more in compensation from
the Danish government. The operating
expenses decreased by 27%. Adjusted
Country EBITDA was NOK -51 million, down
from NOK -104 million in 2020, resulting in
a Country EBITDA margin of -15%.
Statement of financial position
Consolidated assets decreased by NOK
755 million to NOK 8 336 million from the
balance sheet date of 2020 to 2021. A
major driver of the decreased consolidated
assets was currency translation effects
from a strengthened NOK compared to last
year. Right-of-use assets and intangible
assets were the largest components of
consolidated assets, amounting to NOK
4 077 million and NOK 2 569 million,
respectively, on 31 December 2021. Both
non-current assets and current assets
decreased. The decrease in non-current
assets was driven by decreased right-
of-use assets and property, plant and
equipment. The decrease in current assets
was primarily driven by a decrease in
prepaid expenses and accrued income and
cash and cash equivalents.
Total liabilities decreased from NOK 8 206
million as at 31 December 2020 to NOK
7 853 million as at 31 December 2021.
Lease liability declined by NOK 510 million
due to the reversal of currency effects and
removal of some options recognized in
2020. Borrowings increased by NOK 153
million from the end of 2020 to the end of
2021.
As at 31 December 2021, consolidated
equity amounted to NOK 483 million,
representing an equity ratio of 6%, com-
pared to NOK 885 million and 10% as at the
balance sheet date of 2020. The decrease
is the result of the loss for the year.
Statement of cash flows
Net cash flow from the Group’s operations
was NOK 920 million in 2021, compared to
NOK 1 113 million in 2020. The decreased
cash flow from operations of NOK 193
million was mainly due a reduction in profit
for the year, partly offset by a positive
change in payables and other receivables
and accruals.
Net cash outflow from investing activities
amounted to NOK 240 million in 2021,
compared to an outflow of NOK 331
million in 2020. The main reason for the
decreased outflow was significantly lower
M&A activity in 2021 compared to 2020.
Maintenance activities were lower in 2021
than 2020, amounting to 4% of the total
revenues, which is below the normal of
about 5%.
Net cash outflow from financing activities
was NOK 877 million in 2020, compared to
an outflow of NOK 499 million in 2020. A
draw-down of NOK 200 million on the credit
facility was made in Q1 2021 to ensure
liquidity during the continued COVID-19
pandemic.
In 2021, consolidated cash and cash
equivalents decreased net by NOK 197
million, compared to an increase of NOK
283 million in 2020. As at the balance
sheet date, the Group had cash and cash
equivalents of NOK 281 million, compared
to NOK 456 million at the balance sheet
date in 2020.
Parent company
The parent company had no operating
income in 2021 and NOK 14 million in
operating expenses.
The parent company’s equity was NOK
2063 million as at the balance sheet date.
BUSINESS AND INDUSTRY OUTLOOK
The COVID-19 pandemic continued to have
a significant negative impact on the fitness
industry in 2021 and the start of 2022,
as reduced sales during closure periods
and other restrictions led to a reduced
membership sales. However, after the
club closures, SATS focused on activating
members and new membership sales.
The company believes the megatrend
around health and well-being has been
strengthened during the pandemic and
expects to return to the healthy financials
proven prior to the pandemic once the
member base is back to pre-COVID-19
levels.
Furthermore, the pandemic has supported
the digitalization of the fitness industry.
SATS will take part in this trend shift and
sees opportunities to expand its product
offering. The digital expansion provides
an opportunity to grow at a higher pace
than only through physical clubs. Mentra
by SATS was launched in late 2021 and
experience a great interest for the offering.
The health and wellness sector overall
is growing due to an increased focus on
health and well-being in society. Robust
global trends such as digitalization and a
political push for health are fueling health
and fitness awareness. Fitness clubs, in
particular full-service operators, are at the
center of the health and wellness economy
and positioned to expand into adjacencies.
The addressable market in the Nordics
is the most advanced in Europe in terms
of penetration. Given the fragmented
markets in terms of market value, clubs
and members, the consolidation potential
is still considerable. The Nordic markets
have sustained their “penetration premium”
relative to Europe and are expected to
continue to do so. Nordic fitness club
memberships are Europe’s most affordable
relative to both overall leisure spending
and other comparable products/services,
and the Nordic market is rebalancing as
a result of reduced supply side growth,
which supports industry consolidation and
profitability. Low-cost concepts have been
present in the Nordics for several years.
However, the roll-out pace, especially in
Sweden, picked up notably in 2021.
SATS has a broad product offering,
performing well compared to competitors
in all training categories. With an
exhaustive and high-quality equipment
park, a position as the leading personal
trainer destination in the Nordics, and a
range of highly regarded niche concepts,
SATS has proven its ability to innovate
attractive concepts and stay on top of
relevant trends. Flexible membership
increases the perceived value of a SATS
membership and makes SATS relevant
for all people and budgets—from price-
sensitive one-club users to active members
utilizing the full width of SATS’ offering.
The company aims to continue to
expand in the next few years through
acquisitions, greenfields and expansion
of complementary product offerings. It
will also focus on growing and expanding
in the digital health and fitness space
through Mentra by SATS.
WORK ENVIRONMENT AND EQUAL
OPPORTUNITIES
The Group strives for a balanced gender
distribution, and as of 2021 it employed
6 107 female and 2 546 male employees.
The Group’s leaders consist of 60% female
Board of Directors’ report
PAGE 26
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
and 40% male executives. The Board of
Directors is composed of three men and
two women.
The personnel policy of the Group is
deemed to be gender neutral in all
respects. The company is of the view
that equal opportunity issues have been
adequately accommodated, and no
specific measures have been initiated
or planned regarding this. No feedback
has been received to the effect that the
personnel policy of the Group is considered
to discriminate based on gender.
On a Group level, there is a salary gap in
favor of men with fixed paid contracts. This
is mainly a result of differences in seniority.
There is a salary gap in favor of women
with hourly paid contracts. The company
is continuously working to ensure equal
pay for equal work, which in most roles is
secured through an extensive use of wage
matrices.
Through our culture, routines and practices,
the Group ensures equal treatment and
recruitment of employees regardless
of ethnicity, gender, nationality, sexual
orientation, language, religion or faith.
The Group should be a good and safe
workplace where no discrimination of any
kind is acceptable.
During 2021, the Group as a whole
registered sick leave of 6%. No significant
workplace accidents or incidents occurred
in 2021 in either of the operating segments.
At the end of the year, the parent company
had no employees.
The Board of Directors expresses its
appreciation for the work done by all
employees during 2021. Specifically, the
Board of Directors would like to thank all
employees for their extraordinary efforts
and sacrifices made due to the COVID-19
pandemic, especially those who have been
negatively affected by club closures and
restrictions.
EXTERNAL ENVIRONMENT
The Group’s goal is to contribute to an
environmentally sustainable society.
Please refer to the sustainability
highlights included in this report or the full
sustainability report for more information
about the Group’s activities related to and
approach toward sustainability and social
responsibility.
EVENTS AFTER THE BALANCE SHEET
DATE
SATS announced a successful private
placement on 16 February 2022, through
an allocation of 30.8 million new shares
at a subscription price of NOK 19.5 per
share, with gross proceeds of NOK 600.6
million. The net proceeds from the private
placement will predominately be used to
ensure sufficient strategic flexibility for the
company to act on potential organic and
in-organic growth opportunities in the short
to medium term and to ensure a more
robust liquidity position in order to exploit
opportunities in the longer run.
The company signed an addendum to
the RCF agreement February 2022. For
more information see Note 27 Financial
covenants.
The Board of Directors is not aware of
any other events after the balance sheet
date, or any new information regarding
existing matters, that could have a material
effect on the 2021 consolidated financial
statements.
GOING CONCERN
The Board of Directos confirms that the
accounts have been prepared on a going
concern basis and in accordance with
International Financial Reporting Standards
(IFRS). The Board of Directors believes
the SATS Group has sufficient equity and
liquidity to fulfil both its short-term and
long-term obligations.
DISCLAIMER
This report includes forward-looking
Employee statistics
Employment Norway Sweden Finland Denmark Total
Number of employees 3 938 2 933 909 873 8 653
Number of full-time equivalents 842 819 264 206 2 132
of which are on permanent contracts 91% 70% 99% 100% 86%
of which are on temporary contracts 9% 30% 1% 14%
of which are on fixed paid contracts 11% 15% 12% 7% 12%
of which are on hourly paid contract 89% 85% 88% 93% 88%
Number of GX instructors 1 807 1 076 419 383 3 985
Number of personal trainers 497 514 129 94 1 234
Number of employees at the service office 243 172 45 30 490
Sick leave 7.5% 3.1% 9.2% 3.4% 6.4%
Diversity
Percentage of women, total 72% 68% 84% 60% 71%
Percentage of women among leaders
1)
68% 65% 86% 58% 69%
Percentage of women, Nordic Group Management 60%
Percentage of women, Board of Directors 40%
Percentage of employees below age 30 46% 41% 49% 48% 45%
Percentage of employees between age 30–50 44% 48% 47% 36% 45%
Percentage of employees above age 50 9% 11% 4% 16% 10%
Equal salary
Ratio of average salary for woman to men, fixed paid contracts 0.88 0.96 0.88 1.02 0.92
Ratio of average salary for woman to men, hourly paid contracts 1.02 1.06 1.05 1.06 1.04
1)
Defined as persons having personnel responsibility.
Board of Directors’ report
PAGE 27
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
statements that are based on our current
expectations and projections about future
events. Statements herein regarding future
events or prospects, other than statements
of historical facts, are forward-looking
statements. All such statements are
subject to inherent risks and uncertainties,
and many factors can lead to actual profit
and developments deviating substantially
from what has been expressed or implied
in such statements. As a result, undue
reliance should not be placed on these
forward-looking statements.
SHAREHOLDER INFORMATION
SATS ASA’s share capital was
NOK 366 million as at 31 December 2021,
divided into 172 246 142 ordinary shares,
each with a par value of NOK 2.125. All
the shares have been fully paid and have
equal rights. SATS owned 910 769 treasury
shares as at the balance sheet date. The
number of shareholders as at 31 December
2021 was 6 009.
CORPORATE GOVERNANCE
Good corporate governance is a priority
for the Board of Directors. SATS’ objective
for its corporate governance principles is
based on openness, independence, equal
treatment, control and management,
with the ultimate goal of maximizing
shareholder value while creating added
value for all stakeholders. The principles
are designed in compliance with laws,
regulations and ethical standards.
SATS is incorporated and registered in
SATS’ shares are listed on the Oslo Stock
Exchange (Oslo Børs). As a Norwegian
on Oslo Børs, SATS must comply with
the Norwegian Securities Trading
Act and Regulation, the Continuing
Obligations for Companies Listed on
Oslo Børs, the Norwegian Public Limited
Liability Companies Act, and all other
applicable laws and regulations. The
company endorses the Norwegian Code
of Practice for Corporate Governance
(“Norsk anbefaling for eierstyring og
selskapsledelse”) issued by the Norwegian
Corporate Governance Board and most
recently revised on 17 October 2018 (“the
Code”).
The annual corporate governance
statement is approved by the Board of
Directors and is pursuant to Section
5-6 of the Public Limited Companies
Act, subject to approval by the Annual
General Meeting. SATS has adapted to
the Code and subsequent amendments
in all areas. The annual statement on
SATS’ compliance with the Code and the
Norwegian Accounting Act’s requirements
for corporate governance is included as a
separate document in a separate section
of the annual report and is available at the
Group’s website satsgroup.com.
RISK
SATS operates in a broad range of
geographical markets in the highly
competitive health and fitness industry. In
achieving its long-term strategic objectives,
SATS is inherently involved in taking risks.
Hence, risk management is an essential
element of SATS’ culture, corporate
governance, strategy and operational and
financial management.
SATS has defined risk as anything that
could have a material adverse effect on the
achievement of SATS’ goals. Risks can be
threats, uncertainties or lost opportunities
relating to SATS’ current or future
operations or activities.
SATS has an established risk management
framework in place to regularly
identify, analyze, assess and report
business, financial as well as ethics and
sustainability risks and uncertainties, and
to mitigate such risks when appropriate.
A risk management process is used to
aggregate and categorize risks identified
across the organization with the risk
management framework.
We aim to make continuous
improvements; we have a risk strategy,
corporate governance procedures, a risk
management policy and an internal control
framework that ensure compliance with
laws and regulations. These continue
to contribute to the identification and
adequate management of strategic,
operational, financial, legal and compliance
risks. SATS’s risk management strategy is
designed to provide reasonable assurance
that objectives are met by integrating
management control into daily operations.
RISK PROFILE
In general, SATS takes a commercial but
prudent approach to risk-taking. The risk
boundaries are defined by the company’s
culture and its corporate governance,
defined in SATS’ strategy, values, code
of conduct, policies and procedures.
The risk management approach to risk
is identified, assessed and managed for
each risk category and topic. The risks
that potentially have the greatest adverse
effect on the achievement of SATS
objectives are described in the following
section. This is not an exhaustive list, and
there may be risks or risk categories that
are currently identified as not having a
significant impact on the business but that
could develop into key risks. The objective
of SATS’ risk management systems is to
identify changes in risk profiles and any
risk-related incidents in a timely manner, so
that appropriate and timely measures can
be taken.
Board of Directors’ report
PAGE 28
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
RISK RISK DESCRIPTION
HOW DOES SATS MITIGATE THIS RISK
Member
experience
SATS’ success depends upon its ability to attract
new members and reduce its churn rate by
retaining existing members within its existing
markets. Becoming less attractive to existing
and new members, due to increased competition,
changes in member preferences, communication,
marketing, pricing and/or harm to SATS’ reputati-
on, could have a negative impact on SATS’ growth
and profitability.
• SATS operates a transparent, flexible and straightforward membership model, comprising
several membership forms with attractive add-on opportunities, all at marketable price
levels, with the option of making these memberships flexible.
• By improving and expanding the digital training offering, SATS is continuously analyzing
new membership forms and add-on opportunities to keep up with new market
developments.
• With our cluster strategy and online training offering, we make fitness accessible for
members, wherever they are and whenever they want. Due to our size, we benefit from
operating leverage.
• SATS is actively monitoring changes in customer and market behavior to create and
execute mitigation plans and developing business transformation programs and new
business initiatives in line with its existing business strategy.
Technology and
data security
SATS’ business model relies on technology and
may need to adapt to significant and rapid techn-
ological change in order to compete successfully.
Any material failure, hacking or hijacking, interrup-
tion or weakness in SATS’ information technology
systems may prevent it from effectively enrolling
members, providing member services and utilizing
its financial and administrative systems.
• To remain competitive, SATS strives to ensure that it has access to the required expertise
at all times in order to develop, maintain, enhance and improve the functionality, capacity,
accessibility, reliability and features of its technological offerings and services on a cost-
effective and timely basis.
• During 2021, internal capabilities have been strengthened both in number of resources,
as well as within more technical domains to support technology offerings and digital the
platform.
• Data security is an area of major importance, and SATS is committed to always taking
appropriate data protection measures.
People SATS is highly dependent on the services of its
personal trainers, group training instructors and
other service-minded staff at its fitness clubs. Fai-
lure to retain, recruit and motivate the staff could
impact SATS’ future growth and profitability.
• SATS has recruitment and training programs for club staff, including customer service
training, etc. All club roles have a clear education path, starting with the automated
onboarding journey, which aims to support careers at SATS.
• The popularity of SATS as an attractive employer is based, for example, on the brand value
and size of the Group, and SATS continuously develops its HR strategy to retain and recruit
employees based on in part employee surveys for existing employees.
• SATS has a performance assessment process in place to constantly identify and steer
performance development. This process also enables SATS to identify its talent pool to
create promotion opportunities, increase employee engagement and maintain this talent in
the company.
• Our size and brand value is increasing the popularity of SATS as an attractive employer. We
use the feedback from employee surveys to constantly develop our HR strategy and our
approach to employees.
Quality, health,
safety and
environment
Use of SATS’ fitness clubs inherently poses some
potential health and safety risks to members and
staff, including general security issues, physical
exertion, injuries resulting from breakdown of equ-
ipment, and cleanliness issues increasing risks of
infection/disease and outbreak of epidemics/pan-
demics. The realization of any of these risks could
severely impact the reputation of the company
and/or its long-term growth and profitability.
• SATS has developed a health and safety policy to optimize security of members and
staff. The company has established incident reporting routines, and security cameras are
installed in order to facilitate this policy.
• Personnel trained in first aid are generally present at the fitness clubs, and the clubs have
defibrillators and first aid kits.
GDPR SATS receives, stores and processes highly sens-
itive personal information and other data about
its employees and members and is subject to
strict legal and regulatory requirements, including
the General Data Privacy Act Regulation (GDPR).
Non-compliance with the GDPR’s requirements
can result in significant penalties, which may
impact SATS’ business and impair its reputation.
• SATS has implemented GDPR in its organization and offers mandatory training on data
security and privacy awareness for all employees.
• Based on the important GDPR ruling by the Court of Justice of the European Union in
July 2020 on data transfers (“Privacy Shield”), SATS has reviewed all of the Group’s Data
Processor Agreements (DPAs). In the agreements where Privacy Shield was identified as
a basis for such a transfer, SATS approached the relevant supplier and updated the DPA in
question with a new and valid basis for further data transfer.
Liquidity risk Access to capital is required in order to fund
SATS’ growth ambitions. This access may be
affected by changed financial and macroecono-
mic conditions.
Failure to obtain additional capital to finance the
operations could affect SATS’ plans for growth as
well as the results of its operations.
• Management and control of financial risk are carried out centrally in the finance division
by the treasury management at the Group’s headquarters. The Group’s central finance
functions identify, measure, mitigate and report on financial risks.
Credit risk SATS’ members have historically demonstrated
a high payment capacity. However, the payment
behavior of its existing and future members could
change, which may have an impact on profitability
and cash flows.
• SATS’ credit risk relates to the Group’s account receivables, contract assets and
investment in liquid financial instruments. Since the daily business is based to a large
extent on customer prepayments and direct debit arrangements, SATS’ credit risk is
considered low.
• SATS has a credit management policy to only cooperate with financial institutions
with a high credit rating. Its credit risk in relation to regular customers is deemed to
be acceptable since SATS has no individually significant customers. The relatively few
members who default on their payments are routinely transferred to debt collecting
agencies.
Currency and
interest rate risk
Exchange rate fluctuations may impact SATS’
income statement, balance sheet and/or cash
flows as a result of its reporting currency being
Norwegian krone, which is different from the
functional currency of its foreign subsidiaries.
Furthermore, significant changes in the financial
markets could impact SATS’ financial condition.
• SATS only operates in the Nordic markets. Hence, its foreign exchange rate fluctuation risk
is limited. SATS’ business model is such that the subsidiaries’ sales revenue and operating
expenses are incurred in local currency, reducing the exposure to foreign exchange rate
fluctuations in the statement of profit or loss.
• SATS hedges part of its interest rate risk by entering into interest rate swap agreements
that provide the Group with fixed interest rates on parts of its bank borrowings.
Tax and
accounting risk
SATS conducts its operations in Norway, Sweden,
Finland and Denmark and is therefore subject
to changes in tax laws, treaties or regulations or
the interpretation or enforcement thereof in all
such jurisdictions. If applicable laws, treaties or
regulations change, or if taxing authorities do not
agree with SATS’ assessment of the effects of
applicable laws, this could impact SATS’ financial
condition.
• The centralized finance division monitors and reviews local practices to provide
reasonable assurance that SATS remains aware of, and is in line with, relevant laws and
policies related to reporting and tax.
Board of Directors’ report
PAGE 29
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
We confirm that, to the best of our knowledge, the consolidated financial statements for the year ended 31 December 2021, have
been prepared in accordance with IFRS as adopted by the EU, that the financial statements for the parent company for the year ended
31December 2021, have been prepared in accordance with the Norwegian Accounting Act and simplified IFRS in Norway, that they give
a true and fair view of the company’s and Group’s assets, liabilities, financial position and results of operations, and that the Board of
Directors’ Report gives a true and fair view of the development, performance and financial position of the company and the Group and
includes a description of the principal risks and uncertainties that they face.
Responsibility statement
Oslo, 8 March 2022
Hugo Lund Maurstad Rebekka Glasser Herlofsen Martin Folke Tiveus
Chair of the Board Board Member Board Member
Siren Sundby Søren Rene Kristiansen Sondre Gravir
Board Member Board Member CEO
Responsibility statement
PAGE 30
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Alternative performance measures
CONTENTS
Corporate governance
IMPLEMENTING AND REPORTING ON
CORPORATE GOVERNANCE
SATS considers good corporate
governance to be a prerequisite for value
creation and trustworthiness as well as for
access to capital. In order to secure strong
and sustainable corporate governance,
it is important that SATS ensures good
and healthy business practices, reliable
financial reporting, and an environment
of compliance with legislation and
regulations across the Group.
SATS has governance documents setting
out principles for how its business should
be conducted. These apply to all of SATS’
subsidiaries as well as SATS itself. SATS’
governance regime is approved by SATS’
Board of Directors.
Applicable rules and regulations
SATS is incorporated and registered in
Norway and subject to Norwegian law.
SATS’ shares are listed on the Oslo Stock
Exchange (Oslo Børs). As a Norwegian
public limited liability company listed on
Oslo Børs, SATS must comply with the
Norwegian Securities Trading Act and
Regulation, the Continuing Obligations
for Companies Listed on Oslo Børs,
the Norwegian Public Limited Liability
Companies Act, and all other applicable
laws and regulations.
The company endorses the Norwegian
Code of Practice for Corporate Governance
(“Norsk anbefaling for eierstyring og
selskapsledelse”) issued by the Norwegian
Corporate Governance Board and most
recently revised on 14 October 2021 (“the
Code”). If SATS does not fully comply
with the Code, the company will provide
an explanation for the deviation and the
relevant basis for the chosen solution.
Deviations from the Code, Section 1: None
MAIN OBJECTIVES FOR CORPORATE
GOVERNANCE IN SATS
Corporate governance in SATS involves
the set of relationships between the
company’s management, its Board, its
shareholders and other stakeholders.
Corporate governance also provides the
structure through which the objectives of
the company are set and determines the
means of attaining those objectives and
monitoring performance.
The SATS governance structure consists
of (governing bodies):
• The shareholders annual general
meeting (AGM), which elects the
Board of Directors after input from the
Nomination Committee
• The Board of Directors, which sets
the strategic direction and overall
organization of the company, hires
the Chief Executive Officer (CEO),
and monitors performance, risks and
controls
• The CEO, who operationalizes and
implements the Board of Directors’
strategies and directions, is responsible
for the day-to-day management of the
company and reports back to the Board
of Directors
• Group functions, which support the CEO
in maintaining Group-wide policies and
oversight and follow up on Group-wide
initiatives
• Business units, which have been
delegated responsibility for achieving
business objectives
SATS’ corporate governance policy is
based on the Code and, as such, it is
designed to establish a basis for good
corporate governance and support
achievement of SATS’ core objectives on
behalf of its shareholders, including the
achievement of sustainable profitability
for the shareholders. The manner in
which SATS is governed is vital to the
development of its value over time. SATS
believes that good corporate governance
involves openness and trustful cooperation
between all parties involved in the Group:
the shareholders, the Board of Directors,
executive management, employees,
members, suppliers, public authorities
and the society in general. By pursuing
the principles of corporate governance
that were approved by SATS’ Board of
Directors, the Board and management
must contribute to achieving the following
objectives:
Openness. Communication with SATS’
interest groups shall be based on
openness on issues relevant for the
evaluation of the development and
position of the company.
Independence. The relationship between
the Board of Directors, management
and shareholders shall be based on
independence. Independence shall ensure
that decisions are made on an unbiased
and neutral basis.
Equal treatment. One of SATS’ primary
objectives is equal treatment and equal
rights for all of its shareholders.
Control and management. Good control
and corporate governance mechanisms
shall contribute to predictability and
reduce the level of risk for shareholders
and other interest groups.
SHAREHOLDERS
TG Nordic Invest is the largest shareholder,
owning 29.9% of total shares at year-end
2021.
For more information on the share and the
shareholder structure, see Shareholder
information.
SUSTAINABILITY
SATS’ sustainability and social
responsibility is part of the company’s
strategy. SATS is focused on creating
shareholder value within a sustainable
framework considering economic, social
and environmental factors. The initiatives,
projects and impact are presented in the
company’s annual sustainability report.
The report is prepared in accordance with
the Core option of the Global Reporting
Initiative (GRI) Standards. SATS’ main
focus areas for sustainability and social
responsibility work are public health,
inclusion, jobs & empowerment, reliable
and safe societies, and environmentally
sustainable operations. In 2021 SATS
included Scope 3 in the climate accounts,
arriving at a complete carbon footprint for
the year. The company also set targets as
described earlier in this report.
Deviations from the Code, Sections 2–6
and 13: None
THE NOMINATION COMMITTEE
The articles of association stipulate a
Nomination Committee composed of
between two and three members. The
company’s Nomination Committee
for 2021 comprised Erik Thorsen
(chairperson), Søren Rene Kristiansen
(committee member) and Øistein Widding
(committee member). The members of
the Nomination Committee are appointed
until the company’s 2023 Annual General
Meeting, however Mr. Kristiansen has
informed that he will resign as member
Corporate governance
PAGE 31
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Alternative performance measures
CONTENTS
of the Nomination Committee with
effect from April 2021. The Nomination
Committee shall recommend shareholder-
elected members of the Board of Directors
and remuneration for the Board members.
Deviations from the Code, Section 7: The
Code recommends that the nomination
committee should not include any member
of the company’s Board of Directors.
Following the resignation Mr. Kristiansen,
who is also a Board member of the
Company, there is no deviation form the
Code.
BOARD OF DIRECTORS: COMPOSITION
AND INDEPENDENCE
The articles of association stipulate that
the Board of Directors shall consist of
a minimum of three and a maximum of
nine members elected by the company’s
shareholders. The current Board of
Directors consists of five Board members
as listed below:
• Hugo Lund Maurstad (Chair)
• Søren Rene Kristiansen (Board member)
• Siren Sundby (Board member)
• Rebekka Glasser Herlofsen (Board
member)
• Martin Folke Tiveus (Board member)
Pursuant to the Code, the majority of the
shareholder-elected members of the Board
of Directors should be independent of the
company’s executive management and
material business contacts, at least two of
the shareholder-elected members of the
Board of Directors should be independent
of the company’s main shareholders
(shareholders holding more than 10%
of the shares in the company), and no
members of the company’s executive
management should be on the Board
of Directors. All Board members are
independent of the company’s executive
management and material business
contacts, and Siren Sundby, Rebekka
Glasser Herlofsen and Martin Folke Tiveus
are all independent of the company’s main
shareholders TG Nordic Invest and AF III
HOLDCO AS. The Board of Directors of
SATS ASA is therefore in compliance with
the recommendations in the Norwegian
Corporate Governance Code.
Deviations from the Code, Section 8: None.
THE WORK OF THE BOARD OF
DIRECTORS
The Board of Directors is responsible
for the governance and administration
of the company and must ensure an
appropriate organization of the company’s
business. While the Board of Directors
has the formal and overall responsibility
for the administration of the company, the
day-to-day administration and activities
must be delegated to the CEO. However,
it is the Board of Directors’ responsibility
to ensure that the company’s activities
are properly organized, and the Board of
Directors must keep itself informed on the
company’s financial position and ensure
that its activities, accounts and asset
management are subject to adequate
control.
The Board of Directors conducts its
work according to the “Instructions for
the Board of Directors” and the Board of
Directors’ annual agenda. Key activities
include:
• Setting and overseeing achievement of
SATS’ overall long-term strategies and
goals
• Setting the overall organization and
principles for company operations and
monitoring compliance with these
• Approving budgets, business plans and
investment limits
• Handling capital and financing issues
(capitalization, etc.)
• Issuing CEO instructions and monitoring
the CEO’s work and the company’s
performance
• Evaluating the company’s internal
control functions, risk management,
sustainability reporting and Code of
Conduct compliance
A new Related Party Policy, to be included
as part of the “Instructions for the Board
of Directors,” was adopted by the Board of
Directors in February 2022 in line with the
updated recommendation in Section 9 of
the Code.
Additional matters requiring the Board
of Directors’ attention are included in the
Board of Directors’ agenda as needed.
The Board of Directors’ agenda, meeting
materials and minutes are distributed and
archived by the CFO.
SATS’ Board of Directors is composed
with the intention of exercising significant
involvement and extensive oversight of
SATS’ operations.
CEO
The CEO is responsible for the company’s
business development and leads and
coordinates the day-to-day operations in
accordance with the Board of Directors’
instructions for the CEO and other
decisions made by the Board. Having
the overall responsibility, the CEO has
the final say in all decisions according to
legal requirements after consulting and
receiving feedback from relevant members
of the management team.
The CEO issues a delegation of obligations
and authority, which defines the
responsibilities of the country managers
and group functions, and within which
limits they may make decisions. Within this
framework, duties and decision authorities
are further delegated person-to-person via
solid reporting lines based on the roles in
the operational organization.
Deviations from the Code, Section 9: None
RISK MANAGEMENT AND INTERNAL
CONTROL
SATS operates in a broad range of
geographical markets in the highly
competitive health and fitness industry. In
striving to achieve its long-term strategic
objectives, SATS is inherently involved
Corporate governance
PAGE 32
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Alternative performance measures
CONTENTS
in taking risks. Hence, risk management
is an essential element of SATS’ culture,
corporate governance, strategy and
operational and financial management, as
further outlined in SATS’ Risk Management
Policy and in the risk chapter of the Annual
Report.
INTERNAL CONTROL OVER FINANCIAL
REPORTING (ICFR)
The SATS system for ICFR is based on
the COSO framework and three lines of
defense model. The approach is top-
down and risk-based, beginning with the
assessment of risks of significant errors
in the Group financial statements. The
controls are designed from the top (Entity
Level Controls) down to the process level
(Process Level Controls), and it is the sum
of all these controls that make up the total
ICFR design for SATS.
The ICFR Framework at SATS is an integral
part of our governance system, and the
company has designed an annual process
to ensure compliance with policies and
procedures, the effectiveness of process
level controls, and maintenance of system
effectiveness. An ICFR plan for ensuring
ongoing effective and efficient ICFR must
be prepared every year and presented to
the Board of Directors for approval prior
to the start of the fiscal year. The ICFR
plan must be prepared by the ICFR Officer,
taking into account the control owners’
learning and the results from this year’s
ICFR process and any changes expected
to impact ICFR.
COMPLIANCE FUNCTION
SATS’ compliance function is responsible
for supporting and monitoring compliance
with legal requirements and internal
governing documents. The function is
independent of operational activities and
reports to the CEO. The function monitors
the development of the company risk
exposure and internal control regime and
conducts its support and control work
according to an annual plan that has been
approved by the CEO. The function has
the right and obligation to report directly
to the Board of Directors if material risks
and compliance incidents have not been
communicated timely to the Board of
Directors through ordinary reporting lines.
Deviations from the Code, Section 10: None
THE REMUNERATION COMMITTEE
The Remuneration Committee is a sub-
committee of the Board of Directors and
consists of two Board members. The
members of the Remuneration Committee
are appointed for a two-year term, expiring
in September 2023. The appointed
members of the Remuneration Committee
are Hugo Lund Maurstad (chair) and Siren
Sundby (committee member). The primary
purpose of the Remuneration Committee
is to assist the Board of Directors in
matters relating to the remuneration
of the executive management of the
Group, review succession policies, career
planning and management development
plans, and prepare matters relating to
other material employment issues in
respect of executive management. The
Remuneration Committee must report
and make recommendations to the Board
of Directors, but the Board of Directors
retains responsibility for implementing
such recommendations.
REMUNERATION OF EXECUTIVE
PERSONELL
SATS’ Board of Directors has prepared
new and updated guidelines for salary
and other remuneration for executive
personnel, in line with the amended
provisions in section 6–16a of the
Norwegian Public Limited Liability
Companies Act and the updated
recommendation in Section 12 of the
Code. The guidelines will be considered at
the 2022 Annual General Meeting and are
included as a separate document in the
appendices to the notice calling the AGM.
Deviations from the Code, Section 12: None
THE AUDIT COMMITTEE
The Audit Committee is a sub-committee
of the Board of Directors that consists of
three Board members, expanded from two
to three members during 2021. The Audit
Committee supports the Board of Directors
in fulfilling the Board’s responsibilities
with respect to financial reporting, internal
controls, internal and external audit, risk
management and risk framework.
The members of the Audit Committee are
appointed for a two-year term, expiring in
September 2023. The appointed members
of the Audit Committee are Rebekka
Glasser Herlofsen (chairperson), Søren
Kristiansen (committee member) and
Siren Sundby (committee member), and
the composition of the Audit Committee
fulfils the required qualifications and
competence in accounting and auditing
under the Norwegian Public Limited
Companies Act.
The primary purposes of the Audit
Committee are to:
• assist the Board of Directors in
discharging its duties relating to the
safeguarding of assets, the operation
of adequate system and internal
controls, the control processes and
the preparation of accurate financial
reporting and statements in compliance
with applicable legal requirements,
corporate governance and accounting
standards;
• monitor and assess the quality of the
statutory audit of Group companies and
the Group’s financial statements;
• help to ensure the independence of the
external auditor and ensure compliance
with applicable rules and guidelines
regarding the provision of additional
services by the auditor to the Group or
Group companies;
• provide support to the Board of Directors
on the risk profile and risk management
of the Group; and
• initiate investigations, if necessary, and
propose measures relating to the above-
mentioned.
The Audit Committee reports and
makes recommendations to the Board
of Directors, but the Board retains
responsibility for implementation such
recommendations.
Deviations from the Code, Section 15: None
Corporate governance
PAGE 33
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
The Board of Directors
The Board of Directors
Hugo Lund Maurstad
Chair of the Board
• Managing Partner and majority
shareholder of Monte Rosa Capital
• Prior to joining Altor, Maurstad worked
for McKinsey & Company
• Maurstad has many years of
experience as the chair and board
member of multiple private and public
companies
• Maurstad has a Master in Economics
from the Norwegian Business School
Søren Rene Kristiansen
Board Member
• Kristiansen is CEO of Dades A/S
• Prior to Dades, Kristiansen served as
CEO and CFO in TryghedsGruppen
• Kristiansen has broad experience in
directorial work
• Kristiansen has an MSc in Business
Administration
Martin Folke Tivéus
Board Member
• Tivéus is the CEO of Attendo and has
held managerial positions at Klarna,
Evidensia Djursjukvård and Avanza
Bank
• Tivéus is currently a board member
of Telia Company and has previous
board experience from Danske Bank
and Teracom Group
• Tivéus has a BSc in Marketing,
Economics, Business and Politics
from the Stockholm University
Siren Sundby
Board Member
• Sundby is a Vice President at
Capgemini Invent Norway
• Sundby is currently a board
member and vice president in
Redningsselskapet
• Sundby has previous directorial
experience, including from her work
on the Lillehammer 2016 Youth
Olympic Games’ board of directors
• Sundby has an MSc in Economics
from the Norwegian Business School
and a BSc in Engineering from the
Technical University of Denmark
Rebekka Glasser Herlofsen
Board Member
• Herlofsen is an independent board
member and investor and serves as
the chair of Norwegian Hull Club and
Handelsbanken Norge in addition to
several other boards.
• Herlofsen has management
experience from Wallenius
Wilhelmsen, Torvald Klaveness,
Enskilda Securtities and Bergesen
• Herlofsen has a business degree
and AFA from NHH, and attended
the Breakthrough Program for Top
Executives at IMD Business School
PAGE 34
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
«I love being a member at SATS.”
– Cecilie
PAGE 35
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Notes 2021 2020
(Amounts in NOK million for the period ended 31 December)
Revenue 4, 5, 8 3 247 3 534
Operating expenses
Cost of goods -106 -122
Personnel expenses
6 -1 399 -1 352
Other operating expenses
7, 8, 12 -925 -925
Depreciation and amortization
11, 12, 13 -1 042 -1 045
Total operating expenses excluding impairment -3 472 -3 445
Operating profit excluding impairment
1)
-224 90
Impairment of assets held for sale
4 0 -78
Operating profit -224 11
Financial income
9 54 100
Interest expense
20 -284 -269
Financial expense
9 -68 -98
Net financial items -298 -267
Profit/loss before tax -522 -255
Income tax expense
10 70 -69
Profit/loss for the year -452 -325
Profit/loss for the year is attributable to:
Equity holders of the parent company -452 -325
Total allocation -452 -325
Earnings per share in NOK
Basic earnings per share attributable to the ordinary equity
19 -2.65 -1.90
Diluted earnings per share attributable to the ordinary equity
19 -2.65 -1.90
1)
For further information regarding Operating profit excluding impairment, please see the appendix, Alternative Performance Measures.
Consolidated statement of
profit or loss
Consolidated financial statements
Consolidated Financial statements
PAGE 36
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
2021 2020
(Amounts in NOK million for the period ended 31 December)
Profit/loss for the year -452 -325
Other comprehensive income
Foreign exchange rate changes - may be reclassified to profit or loss 36 -20
Other comprehensive income, net of tax 36 -20
Total comprehensive income -416 -345
Total comprehensive income is attributable to:
Equity holders of the parent company -416 -345
Total comprehensive income -416 -345
Consolidated statement of
comprehensive income
Consolidated financial statements
PAGE 37
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Consolidated statement of
financial position
Notes 31.12.2021 31.12.2020
(Amounts in NOK million)
NON-CURRENT ASSETS
Intangible assets
Goodwill
11 2 425 2 458
Customer relations
11 29 40
Trademark
11 2 2
Internally developed software
11 113 78
Total non-current intangible assets 2 569 2 578
Property, plant and equipment
Right-of-use assets
12 4 077 4 568
Leasehold improvements
13 431 486
Fitness equipment
13 200 208
Other equipment, fixtures and fittings
13 61 64
Total non-current property, plant and equipment 4 769 5 325
Financial assets
Other non-current receivables 34 38
Total non-current financial assets 34 38
Deferred tax asset
10 213 166
Total non-current assets 7 584 8 107
CURRENT ASSETS
Inventories
15 57 48
Other current receivables
16 59 85
Accounts receivables
16 117 120
Prepaid expenses and accrued income
16 237 274
Cash and cash equivalents
17, 21 281 456
Total current assets 751 983
Total assets 8 336 9 091
Consolidated financial statements
PAGE 38
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Consolidated STATEMENT OF
FINANCIAL POSITION
Notes 31.12.2021 31.12.2020
(Amounts in NOK million)
EQUITY
Share capital
18 366 365
Share premium
1)
Treasury shares -17 -19
Other reserves 34 -4
Retained earnings
1)
-2 421 -1 969
Total equity 483 885
LIABILITIES
Non-current liabilities
Deferred tax liability
10 72 90
Borrowings
20, 21 2 090 1 938
Derivative financial instruments
22, 23 1 36
Other non-current liabilities 4 0
Lease liability
12, 20, 21 3 632 4 167
Total non-current liabilities 5 798 6 231
Current liabilities
Borrowings
20, 21 12 11
Lease liability
12, 20, 21 820 795
Contract liability
24 487 441
Trade and other payables 138 119
Current tax liabilities
10 4 40
Public fees and charges payable 225 145
Other current liabilities
24 369 424
Total current liabilities 2 055 1 975
Total liabilities 7 853 8 206
Total equity and liabilities 8 336 9 091
1)
A reclassification between Share premium and Retained earnings as of 31 December 2020 is recognized in Annual Accounts 2021.
Oslo, 8 March 2022
Hugo Lund Maurstad Rebekka Glasser Herlofsen Martin Folke Tiveus
Chair of the Board Board Member Board Member
Siren Sundby Søren Rene Kristiansen Sondre Gravir
Board Member Board Member CEO
Consolidated financial statements
PAGE 39
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Share
capital
Share
premium
1)
Treasury
shares
Other
reserves
2)
Retained
earnings
1)
Total attributable to
owners of the Group
Total
equity
(Amounts in NOK million)
Equity 1 January 2020 361 2 490 0 15 -1 643 1 223 1 223
Profit/loss for the year -325 -325 -325
OCI for the year -20 -20 -20
Total comprehensive income for the year 0 0 0 -20 -325 -345 -345
Investment program 1 1 1
Capital increase 4 23 26 26
Repurchase of shares -20 -20 -20
Proceeds from sale of own shares 1 1 1
Capital increase expenses from IPO -2 -2 -2
Equity 31 December 2020 365 2 513 -19 -4 -1 969 885 885
Equity 1 January 2021 365 2 513 -19 -4 -1 969 885 885
Profit/loss for the year -452 -452 -452
OCI for the year 36 36 36
Total comprehensive income for the year 0 0 0 36 -452 -416 -416
Investment program 3 3 3
Capital increase 1 8 9 9
Proceeds from sale of own shares 2 2 2
Equity 31 December 2021 366 2 521 -17 34 -2 421 483 483
1)
A reclassification between Share premium and Retained earnings as of 31 December 2020 is recognized in Annual Accounts 2021.
2)
Other reserves consist of currency translation adjustments and investment program according to IFRS 2.
Consolidated statement of
changes in equity
Consolidated financial statements
PAGE 40
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Consolidated statement of
cash flows
Notes 2021 2020
(Amounts in NOK million for the period ended 31 December)
Cash flow from operating activities
Profit before tax -522 -255
Adjustment for:
Taxes paid in the period
10 -32 -22
Gain/loss from sale of gym equipment
13 3 -1
Depreciation, amortization and impairment
11, 12, 13 1 042 1 123
Net financial items
9 298 267
Change in inventory
15 -9 -7
Change in accounts receivables
16 3 16
Change in trade payables 18 -3
Change in other receivables and accruals
24 119 -5
Net cash flow from operations 920 1 113
Cash flow from investing
Sale of subsidiary, net of cash 0 -42
Purchase of property, plant and equipment
13 -232 -230
Proceeds from property, plant and equipment 1 1
Acquisition of subsidiary, net of cash acquired -9 -60
Net cash flow from investing -240 -331
Cash flow from financing
Repayments of borrowings
20 -2 -2
Proceeds from borrowings
20 200 575
Instalments on lease liabilities
12 -800 -803
Paid interest on borrowings
20 -109 -78
Interest on lease liabilities
12 -187 -196
Proceeds from issues of shares
19 9 26
Purchase of own shares
18 0 -20
Proceeds from sale of own shares
18, 19 2 1
Transaction costs from issues of new shares IPO 0 -2
Other financial items
9 10 -1
Net cash flow from financing -877 -499
Net increase/decrease in cash and cash equivalents -197 283
Effect of foreign exchange changes on cash and cash equivalents 22 7
Cash and cash equivalents at the beginning of the period 456 165
Cash and cash equivalents at the end of the period
17 281 456
Consolidated financial statements
PAGE 41
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTES PAGE
Note 1 General information 42
Note 2 Basis of preparation 42
Note 3 Principles of consolidation and significant accounting policies 43
Note 4 Segment information 45
Note 5 Revenue, contract assets and advanced payments from customers 47
Note 6 Personnel expenses 50
Note 7 Other operating expenses 52
Note 8 Realised net gain/loss 52
Note 9 Financial income and financial expenses 52
Note 10 Tax 53
Note 11 Intangible assets 56
Note 12 Leases 59
Note 13 Property, plant and equipment 62
Note 14 Interest in other entities in the Group 63
Note 15 Inventories 63
Note 16 Accounts receivable and other current receivables 64
Note 17 Cash and cash equivalents 65
Note 18 Share capital 65
Note 19 Earnings per share 66
Note 20 Borrowings 67
Note 21 Reconciliation of net debt 68
Note 22 Financial risk factors 69
Note 23 Financial instruments 70
Note 24 Other current liabilities 74
Note 25 Related parties 74
Note 26 Provisions, contingent liabilities and contingent assets 75
Note 27 Financial covenants 75
Note 28 New IFRS standards 75
Note 29 Critical estimates 77
Note 30 Judgements in applying the Group’s accounting policies 78
Note 31 Events after the balance sheet date 78
Notes to the consolidated financial
statements
PAGE 42
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 1 General information
wholly owned subsidiaries in Norway, Sweden, Finland and Denmark. The Group is present in approximately 20 larger cities in these four countries.
The Group operates through the brands SATS, ELIXIA, Fresh Fitness, HiYoga and Mentra by SATS.
SATS (the “Group”) consists of SATS ASA (the “company”) and its subsidiaries. To comply with the Oslo Stock Exchange (Oslo Børs) listing
requirements, the Group’s parent company was transformed from an AS (limited company) to an ASA (public company) entity in September 2019 and
the company was thus renamed “SATS ASA”. As an ASA entity, the Group’s parent company is subject to the Norwegian Public Limited Company Act.
The accompanying consolidated financial statements include the financial statements of SATS ASA and its subsidiaries. The consolidated financial
statements of the Group for the year ended 31 December 2021 are available at satsgroup.com.
The Group ownership is as follows: 29.9% by TG Nordic Invest, 24.1% by AF III Holdco AS, 7.3% by Canica AS, 5.0% by SATS Management Invest AS
and 33.7% by other shareholders.
The parent, SATS ASA, is registered and domiciled in Norway and has its head office at Nydalsveien 28, Oslo . The parent was established on 11
March 2011.
The consolidated financial statements were approved by the Board of Directors on 8 March 2022.
NOTE 2 Basis of preparation
Financial reporting framework and basis of preparation
SATS ASA’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations
by the IFRS Interpretations Committee (IFRIC) as endorsed by the European Union (EU). There are no material differences between IFRS as issued by
the IASB and as endorsed by the EU for the consolidated financial statements of the Group.
Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
• Certain financial assets and liabilities (including derivative instruments) – measured at fair value
• Right-of-use assets – initially measured based on the corresponding lease liability
• Lease liabilities – initially measured at net present value of future lease payments
The functional currency of the parent company is Norwegian Kroner (NOK), and this is also the presentation currency of both the parent company
and the Group. All amounts are rounded to the nearest NOK million, unless stated otherwise.
Significant accounting estimates
The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise its judgment in the process of applying the Group’s accounting policies. Changes in assumptions may have a significant
impact on the consolidated financial statements in the period the assumptions changed. Management believes the underlying assumptions are
appropriate. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in Note 29 Critical estimates.
Notes to the consolidated
financial statements
PAGE 43
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 3 Principles of consolidation and significant accounting policies
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from
the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also
eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the Group.
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in
which the entity operates (‘the functional currency’). The consolidated financial statements are presented in NOK which is SATS ASA’s functional and
presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in
foreign currencies at year-end exchange rates are generally recognized in profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss within financial expenses. All other
foreign exchange gains and losses are presented within operating profit.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was
determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the presentation currency as follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates
(unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the dates of the transactions); and
• all resulting exchange differences are recognized in other comprehensive income
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognized in other comprehensive
income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and
translated at the closing rate.
Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are
acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
• fair values of the assets transferred;
• liabilities incurred to the former owners of the acquired business;
• equity interests issued by the Group;
• fair value of any asset or liability resulting from a contingent consideration arrangement; and
• fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured
initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-
acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the
• consideration transferred;
• amount of any non-controlling interest in the acquired entity; and
• acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable
assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date
of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured
to fair value with changes in fair value recognized in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree
is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.
Revenue recognition
Please find a description of the nature of external revenues in SATS in Note 5 Revenue, contract assets and advance payments from customers.
PAGE 44
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
SATS recognizes as revenue the agreed transaction price in the contract with the customer at the time when the Group transfers the control of a
distinct product or service to a customer. Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed
as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. The Group recognizes revenue when the
amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for
each of the Group’s activities as described below. The Group bases its estimates on historical results, taking into consideration the type of customer,
the type of transaction and the specifics of each arrangement. Revenue is recognized net of VAT, discounts and foreign exchange effects if the
transaction is in a foreign currency. Intra-group sales are eliminated on consolidation.
The nature of SATS revenue recognition is categorized as follows:
• Revenue related to sales of fitness center membership is recognized over the subscription period, analogous with the previous financial statement
treatment in accordance with IAS 18
• Revenue related to membership joining fees is recognized at contract inception
• Revenue from the sale of products in stores is recognized when the entity sells a product to the customer
• Revenue from personal trainer sessions is recognized when the session has been delivered to the customer
Right-of-use assets
The Group recognizes a right-of-use asset at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, adjusted for initial direct costs and
lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method over the shorter of the lease term or the
useful life of the underlying asset. In addition, the right-of-use asset is reduced by any impairment charges and adjusted for certain remeasurements
of the lease liability.
Lease liabilities
The Group recognizes a lease liability at the lease commencement date. The lease liability is measured at the present value of future lease
payments at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate. SATS utilizes the incremental borrowing rate as the discount rate for virtually all lease agreements. The Group has
elected to separate lease and non-lease components included in lease payments for property leases. Lease payments included in the measurement
of the lease liability comprise the following:
• fixed payments, including in-substance fixed payments;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• (if any) amounts expected to be payable under a residual value guarantee;
• (if any) lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option and penalties for early
termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortized cost using the effective interest rate method. It is remeasured when there is a change in future lease
payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a
residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the
lease liability is remeasured, a matching adjustment is made to the carrying amount of the right-of-use asset.
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more
frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which
the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other
than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities in the balance sheet.
Other financial assets
All financial assets, excluding derivatives, meet the SPPI (solely payments of principal and interest) criteria and are managed in a business model
of Hold to Collect. These financial assets are in the measurement category amortized cost. The Group measures its trade receivables and cash
and cash equivalents at amortized cost. Subsequent to initial recognition, these assets are measured at amortized cost using the effective interest
method. Income from these financial assets is calculated on an effective yield basis and is recognized in the income statement. Financial assets are
classified as current assets, except for those where management has the intention to hold the investment for over 12 month or financial assets with
maturities later than 12 months after the balance sheet date. These assets are classified as non-current assets.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried at amortized cost. The
impairment methodology applied depends on whether there has been a significant increase in credit risk.
While cash and cash equivalents also are subject to the impairment requirements, the expected credit losses are immaterial. For trade receivables
and contract assets, the Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected impairment
provision for all trade receivables and contract assets.
PAGE 45
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Statement of cash flows
The cash flow statement is prepared using the indirect method.
Interest paid on trade payables and interest received on accounts receivables receivables are presented as operating cash flows. Interest paid on
borrowings is classified as financial cash flows.
Cash flows are only classified as investing activities if they result in the recognition of an asset in the balance sheet.
Cash payments for the principal portion of the lease liabilities are presented as cash flows from financing activities, whereas cash payments for
short-term lease payments, payments for leases of low-value assets and variable lease payments that are not included in the measurement of the
lease liabilities are presented as cash flows from operating activities.
Cost of goods
Cost of goods is the cost of acquiring the products that a company sells during the period and includes impairment of inventory, scrapping and
obsolescence write-down.
NOTE 4 Segment information
General
The Group’s business is primarily the sale of fitness center memberships, personal trainer sessions and retail sales through the fitness centers’
stores and the Group’s website. The Group’s sales are made primarily from fitness centers in Norway, Sweden, Finland and Denmark.
The Group’s chief operating decision maker is the Nordic Management Group, consisting of the CEO, Group functions (CFO, Director of Consumer,
Insights & Technology, Director of Marketing, Communication and Member Care, Director of Product and Retail and HR Director), and the country
managers. The Nordic Management Group is responsible for allocating resources and assessing the performance of the segments.
The Group’s performance is reviewed by the Nordic Management Group by geographical area of operations which are identified as Norway, Sweden,
Finland and Denmark. The “Group functions and other” column relates to other business activities, such as HQ functions, and other unallocated items
(mainly derivatives).
The Nordic Management Group primarily uses EBITDA
1)
, EBITDA before impact of IFRS 16
1)
, Adjusted EBITDA before impact of IFRS 16
1)
and
Adjusted Country EBITDA before impact of IFRS 16
1)
to assess the performance of the operating segments. However, the Nordic Management Group
also receives information about the segments’ revenue and the consolidated balance sheet of the Group on a monthly basis.
None of the Group’s customers amounts to 10% or more of total revenues.
Revenue recognition
The revenue recognition criteria in the segment information note are based on the Group’s accounting principles and are in accordance with IFRS 15.
Please see Note 5 Revenue, contract assets and advanced payments from customers for further information.
Operating segment information
SATS Group Norway Sweden Finland Denmark
Group
functions
and other Total
(Amounts in NOK million)
FINANCIAL YEAR 2021
Revenue
Membership revenue 933 961 211 195 0 2 301
Other revenues 432 295 81 138 0 946
Total revenues 1 366 1 256 292 333 0 3 247
EBITDA
1)
and EBITDA before impact of IFRS 16
1)
reconcile to profit/loss as follows:
EBITDA before impact of IFRS 16
1)
-68 -2 -67 -75 42 -170
Impact of IFRS 16 421 335 102 129 0 987
EBITDA
1)
353 333 35 53 42 818
Depreciation and amortization -395 -343 -103 -145 -55 -1 042
Operating profit -42 -9 -68 -92 -13 -224
Net financial items
2)
-103 -45 -21 -32 -97 -298
Income tax expense 30 13 2 2 23 70
Profit/loss for the year -115 -41 -87 -122 -87 -452
1)
For further information about definitions, please see the appendix Alternative Performance Measures.
PAGE 46
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
SATS Group Norway Sweden Finland Denmark
Group
functions
and other Total
(Amounts in NOK million)
FINANCIAL YEAR 2020
Revenue
Membership revenue 1 032 1 074 248 295 0 2 649
Other revenues 414 280 78 113 1 885
Total revenues 1 445 1 354 326 408 1 3 534
Underlying EBITDA
1)
and EBITDA before impact of IFRS 16
1)
reconcile to profit/loss as follows:
EBITDA before impact of IFRS 16
1)
78 183 -29 -133 37 136
Impact of IFRS 16 406 323 110 159 0 998
EBITDA
1)
484 506 81 26 37 1 135
Depreciation and amortization -386 -328 -110 -170 -51 -1 045
Operating profit excluding impairment 98 179 -29 -144 -13 90
Impairment of assets held for sale 0 0 0 -78 0 -78
Operating profit 98 179 -29 -223 -13 11
Net financial items
2)
-99 -78 -24 -33 -33 -267
Income tax expense 1 -11 -10 -61 12 -69
Profit/loss for the year 0 90 -64 -317 -34 -325
1)
For further information about definitions, please see the appendix Alternative Performance Measures.
2)
Finance income and expenses are allocated to Group functions and other, as this type of activity is derived by the central treasury function, which manages the cash
position of the Group.
Financial statement per segment
Segments’ assets and liabilities are measured in the same way as in the financial statements. The assets are allocated based on the operations of
the segment and the physical location of the asset. The Group’s borrowings and derivative financial instruments are not considered to be segment
liabilities but are managed by the treasury function.
SATS Group Norway Sweden Finland Denmark
Group
functions
and other Total
(Amounts in NOK million)
FINANCIAL YEAR 2021
Total non-current intangible assets 1 641 223 571 18 115 2 569
Non-current tangible assets
1)
2 133 1 531 561 543 0 4 769
Total non-current financial assets 0 1 0 32 0 34
Deferred tax asset 98 60 21 1 33 213
Current assets 364 362 74 -391 343 751
Total assets 4 236 2 178 1 227 204 491 8 336
Total liabilities 2 321 2 032 703 575 2 222 7 853
Investments 55 49 19 7 99 229
FINANCIAL YEAR 2020
Total non-current intangible assets 1 646 229 599 24 80 2 578
Non-current tangible assets
1)
2 381 1 730 573 641 0 5 325
Total non-current financial assets 0 3 2 33 0 38
Deferred tax asset 68 62 20 1 15 166
Current assets 430 674 109 -293 64 983
Total assets 4 524 2 698 1 303 406 159 9 091
Total liabilities 2 497 2 228 712 669 2 100 8 206
Investments 48 79 21 30 51 230
1)
Non-current tangible assets consist mainly of right-of-use assets, capitalized improvements on the leased fitness center facilities and fitness equipment, and exclude
financial instruments, deferred tax assets, post-employment benefit assets, and rights arising under insurance contracts.
PAGE 47
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 5 Revenue, contract assets and advanced payments from customers
Disaggregation of revenue
In accordance with IFRS 15, management analyzes the revenue contracts with customers and disaggregates the revenue into the following product
categories, which depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors:
• Membership fees, consisting of subscription and joining fees
• Other revenue, mainly consisting of personal training (PT) and product sales
Revenue from customers is disaggregated in the table below by geographical location, type of product, the timing of the reception of revenue, and
segment.
Revenue recognition - Membership fees
Membership subscription fees
The main product from SATS is fitness center memberships, where customers get access to one or more of the Group’s fitness center facilities.
Most SATS memberships entail access at all opening hours, giving the customer access to utilize the facilities at their own discretion, and should be
defined as a service arrangement. The subscription members simultaneously receive and consume the fitness center services provided by SATS, and
SATS therefore satisfies its performance obligation to its customers over time. Consequently, membership subscription revenue is also recognized
over time.
The customers enter into a contract with SATS when signing up for a subscription, through the website registration page, at a fitness center, or
through customer service center or sales representatives. The customer chooses the preferred subscription arrangement, where the terms, adjusted
for any given rebates, are the same for all customers. The normal binding subscription period is 12 months where neither SATS nor the customer can
terminate the subscription.
Revenue related to sales of fitness center membership is recognized over the subscription period.
Discounts with binding agreements
For some sales campaigns, customers can receive free months if they agree to a corresponding addition to the binding subscription period. The
transaction price will be calculated based on the monthly subscription fee multiplied by the commitment period, i.e., twelve months of monthly fee
payments over a thirteen-month subscription period.
Joining fees
When a customer signs up for a fitness center membership, a joining fee will be charged to the overall subscription amount. For this fee, the new
members receive a membership registration, an automatic payment arrangement, and one free PT introduction session. The introduction session has
commercial value to the customer, and normally the customer utilizes the PT introduction session the first month after the contract inception date.
As the customer has accepted the subscription arrangement when entering into a membership agreement, regardless of whether the new member
choses to utilize the free PT introduction session, management has made the assessment that the performance obligation related to the joining
arrangement has been satisfied at the membership inception date, and the joining fee is consequently recognized as revenue at the subscription
contract date. All other revenue related to membership subscriptions is recognized over the membership period.
Revenue recognition - Other
PT sessions
PT sessions, where customers receive advice, inspiration and guidance from a certified fitness instructor, are offered as an additional service to SATS
membership subscribers. PT sessions can be purchased individually or as prepaid access cards containing a given number of sessions. The price of
a PT session is determined by the experience level of the instructor, the number of participants at each session and the number of prepaid sessions
included in the access cards. Since the customer simultaneously receives and consumes the benefits provided by the PTs as the sessions unfold,
the performance obligation is satisfied when the session is delivered. Revenue related to PT sessions is thus recognized at the point in time when the
session is carried out.
Product sales
Various fitness and training products, like sportswear, fitness gear, bars and energy drinks, are sold at the SATS fitness center stores.
Sales are recognized when control of the products has transferred, which is the point in time when the products are delivered to the customer.
Payment of the transaction price is due immediately when the customer purchases the product and takes delivery in-store. The Group has a limited
return policy for the customers, which does not materially affect the revenue recognition from the sale of goods.
PAGE 48
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Disaggregation of revenue from contracts with customers
Membership revenue Other revenue 2021
(Amounts in NOK million)
Norway 933 432 1 366
Sweden 961 295 1 256
Finland 211 81 292
Denmark 195 138 333
Revenue from contracts with customers 2 301 946 3 247
Point-of-time revenue recognition
Other revenue 946
Membership revenue
1)
42
Total point-of-time revenue recognition 989
Period-of-time revenue recognition
Membership revenue 2 259
Total period-of-time revenue recognition 2 259
Membership revenue Other revenue 2020
(Amounts in NOK million)
Norway 1 032 414 1 445
Sweden 1 074 280 1 354
Finland 248 78 326
Denmark 295 113 408
Revenue from contracts with customers 2 649 885 3 534
Point-of-time revenue recognition
Other revenue 885
Membership revenue
1)
41
Total point-of-time revenue recognition 927
Period-of-time revenue recognition
Membership revenue 2 608
Total period-of-time revenue recognition 2 608
1)
Consists of joining fee and invoicing fee.
PAGE 49
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Contract assets and contract liabilities
Contract assets and contract liabilities (advance payments from customers) are disclosed in the Statement of financial position.
Practical expedient
Management expects that a minimum of 90% of the transaction price allocated to the unsatisfied contracts as at 31 December will be recognized as
revenue during the next financial year. The remaining 10% is expected to be recognized in the financial year thereafter. The amount disclosed above
does not include variable consideration.
Contract assets
Contract assets are recognized whenever a performance obligation is satisfied before consideration is received and relates mainly to PT subscription
arrangements where the customer can pay the consideration over an extended credit period. Access to 25 PT sessions is normally paid over six
months, whereas access to 50 PT sessions is normally paid over twelve months. Contract assets are assessed for impairment in accordance with
IFRS 9. As at 31 December 2021, contract assets have been reviewed for impairment, with no material impaired charge recognized.
Contract liabilities (Advance payments from customers)
Advance payments from customers are recognized if SATS receives consideration or if it has the unconditional right to receive consideration in
advance of performance. A large portion of the Group’s customers pay the monthly membership subscription fee in advance, and these prepayments
are recognized as non-financial debt and will be settled in the Group’s services. Non-redeemed gift cards relate to prepayments from customers
related to the use of PT training sessions. Non-redeemed gift cards are recognized as revenue at the card’s expiry date, normally after one year.
The following table shows the revenue recognized in 2021 that relates to advance payments from customers.
Contract liabilities 31.12.2021
(Amounts in NOK million)
Contract liabilities as of the balance sheet date
Membership subscriptions 313
Gift cards 6
PT sessions 204
Revenue recognized from contract liabilities 2021
(Amounts in NOK million)
Revenue recognized in this period that was included in the contract liability balance at the beginning of the period
Membership subscriptions 277
Gift cards 4
PT sessions 202
Compensation packages related to COVID-19
The 2021 result is negatively affected by various restrictions and imposed club closures across the club network. The revenue loss is mainly related
to lower membership fees, due to both frozen memberships at the closed clubs and higher freeze rates at the open clubs, but also due to paused
personal training and retail sales. The revenue loss is partly compensated for by governmental compensation packages from the Norwegian, Danish
and Finnish governments, in addition to reduced personnel costs due to temporary layoffs of personnel at closed clubs. The compensation for 2021
totals NOK 245 million (NOK 195 million in 2020) and is recorded as other revenues. The Norwegian government compensated NOK 139 million
(NOK 130 million in 2020), and the governmental packages from the Danish and Finnish governments were NOK 95 million and NOK 11 million
respectively in 2021 (NOK 60 million and NOK 5 million in 2020).
PAGE 50
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 6 Personnel expenses
Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within twelve
months after the end of the period in which the employees render the related service, are recognized in respect of employees’ services up to the end
of the reporting period. The liabilities are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as
current employee benefit obligations in the balance sheet.
Other long-term employee benefit obligations
The liabilities for long-term leave and annual leave are not expected to be settled wholly within twelve months after the end of the period in which
the employees render the related service. These liabilities are therefore measured as the present value of expected future payments to be made in
respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to
expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using
market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the
estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognized in
profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at
least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
Personnel expenses 2021 2020
(Amounts in NOK million)
Salary expenses including bonuses, holiday pay and other costs -1 195 -1 158
Social security contributions -145 -136
Pension costs -59 -58
Total personnel expenses -1 399 -1 352
Full-time equivalents 2021 2020
Norway 842 795
Sweden 819 607
Finland 264 223
Denmark 206 192
Total 2 132 1 817
Temporary layoffs of personnel at closed clubs following the COVID-19 restrictions explains the relatively small increase in personnel expenses in
2021 compared to the increase in full-time equivalents.
Pensions
Short-term obligations
Norway
Norwegian companies are required to have occupational pension schemes according to the law on compulsory occupational pension. The
Norwegian companies’ pension schemes meet the requirements of this act. The pension plans cover all employees and are reported as defined
contribution under IFRS.
Sweden
Swedish companies are not required to provide occupational pension plans by Swedish law. However, employers covered by a Swedish collective
bargaining agreement (CBA) are required to provide an occupational pension plan in accordance with the CBA. The Swedish legal entities’ pension plans
satisfy the requirements stipulated in the Swedish CBA. The pension plans cover all employees and are reported as defined contribution under IFRS.
Finland
Finnish companies are required to have occupational pension arrangements according to the laws and rules that apply to Finland. The Finnish
companies’ pension plans meet the requirements according to Finnish laws and regulations. The pension plans cover all employees and are reported
as defined contribution under IFRS.
Denmark
Danish companies are not required to provide occupational pension plans by Danish law. Employees are thus not entitled to occupational pension
schemes unless (a) the employment is covered by a collective agreement containing stipulations regarding pension or (b) it is explicitly agreed in the
employment contract. The Danish companies’ pension plans meet the requirements according to these regulations. The pension plans are reported
as defined contribution under IFRS.
As at 31 December 2021, the Group had obligations of NOK 15 million (NOK 9 million as of 31 December 2020). As at 31 December 2021 and 31
December 2020, the scheme covered 3 847 (3 970) employees.
The Group recognized an expense of NOK 59 million in 2021 (NOK 58 million in 2020) related to defined contribution plans.
PAGE 51
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Renumeration to Management and Board of Directors
Compensation to Management is detailed below. For further information see “Salaries and other remuneration to Senior Exceutives” published at
satsgroup.com.
Salary
1)
Other
benefits
Pension
benefits
Performance
based bonus -
earned
2)
Total
Share Based
Renumeration
3)
Total
Proportion
Fixed
(Amounts in NOK million)
Sondre Gravir 2021 5.5 0.2 0.8 - 6.5 - 6.5 100%
2020 5.9 0.2 0.8 - 6.9 2.3 9.2 75%
Cecilie Elde 2021 3.0 0.1 0.4 - 3.5 - 3.5 100%
2020 2.2 0.2 0.3 1.0 3.7 1.5 5.2 51%
Wenche Evertsen 2021 1.5 0.1 0.2 - 1.9 0.2 2.1 91%
2020 1.2 0.1 0.2 - 1.5 1.0 2.5 59%
Linda-Li Cederroth
4)
2021 2.1 0.1 0.6 - 2.8 - 2.8 100%
2020 2.0 0.1 0.6 - 2.7 - 2.7 100%
Jussi Raita
5)
2021 1.3 0.1 0.2 - 1.6 0.1 1.7 96%
2020 1.1 0.0 0.3 - 1.4 0.2 1.6 87%
1)
Excluding social security taxes paid for Executive Management.
2)
Accrued performance based bonus (excluding holiday allowance) earned to be paid the year after.
3)
The shares are locked up for three years before they are transferred to the participants employed at the end of the three-year period. The value is the cash amount of the
long-term incentive (matching shares granted) in the year using the end of year market value of SATS ASA shares.
4)
Salary in SEK translation rate to NOK: 1,002.
5)
Salary in EUR translation rate to NOK: 10,163.
Employee share investment program (ESIP)
A share-based investment programme was approved at the Company’s annual general meeting held on 26 May 2020. All the employees of the Group,
including senior executives, and the members of the Company’s board of directors, except for the chairman of the board Hugo Maurstad, were
offered to purchase shares in the Company for certain maximum amounts with a 15/20% discount on the share price. Senior executives have a lock-
up of three years on shares purchased under the programme.
There are two employee share purchase programs, the first offer was given in June 2020 (ESIP 2020) and a second offer in November 2021 (ESIP
2021). For ESIP 2021, a total of 215 employees applied for a total of 482 756 new shares in the company. The offer price (before discount) for the
new shares was NOK 23.46, which equals the volume-weighted average share price for the company’s shares on the Oslo Stock Exchange during the
ten trading days prior to the expiry of the offer. The subscribers received a discount of 15/20% of the offer price on investments exceeding NOK 15
thousand and were able to invest at a minimum amount of NOK 5 thousand and a maximum of NOK 1 million.
Shares held by Senior Executives as of 31.12.2021:
Share investment program
subject to lock-up
Shares outside share
investment program
Total shareholding
at year end
Sondre Gravir 299 096 127 659 426 755
Cecilie Elde 201 766 - 201 766
Wenche Evertsen 162 543 - 162 543
Linda-Li Cederroth - 28 682 28 682
Jussi Raita 36 199 - 36 199
Compensation to the members of the Board is detailed below. For further information see “Salaries and other remuneration to Senior Exceutives”
published at satsgroup.com.
Board
Audit
Committee
Renumeration
Comittee
Nomination
Committee Total
(Amounts in NOK thousands)
Hugo Lund Maurstad 2021 500 - 35 - 535
Rebekka Glasser Herlofsen 2021 300 75 - - 375
Søren Rene Kristiansen 2021 300 50 - 40 390
Siren Sundby 2021 300 29 45 - 374
Martin Folke Tivéus (new as of May 2021) 2021 200 - - - 200
Eivind Roald (until May 2021) 2021 125 - 25 - 150
Shares held by Board Members as of 31.12.2021:
Share investment program
subject to lock-up
Shares outside share
investment program
Total shareholding
at year end
Hugo Lund Maurstad 2021 - 1 100 000 1 100 000
Rebekka Glasser Herlofsen 2021 16 077 - 16 077
Siren Sundby 2021 6 698 - 6 698
PAGE 52
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 7 Other operating expenses
Other operating expenses 2021 2020
(Amounts in NOK million)
Property expenses
1)
-480 -464
Marketing expenses -166 -152
IT expenses -129 -128
Other operating expenses -150 -181
Total other operating expenses -925 -925
1)
Property expenses consist of electricity, water, janitorial expenses, maintenance and short-term lease expenses for which the underlying asset is of low value and hence
IFRS 16 is not applied. The Group does not have variable lease payments.
Please see Note 16 Accounts receivable and other current receivables.
Auditor's remuneration 2021 2020
(Amounts in NOK thousand)
Expensed auditor fees:
Statutory audit (including technical assistance - annual accounts) -4 560 -5 025
Other attestation and assurance services -808 -312
Total auditor's remuneration -5 368 -5 337
NOTE 8 Realised net gain/loss
Net gain/loss 2021 2020
(Amounts in NOK million)
Net gain/loss on disposal of property, plant and equipment -3 0
Net foreign exchange gains/losses -2 3
Total Net gain/loss -6 3
NOTE 9 Financial income and financial expenses
Financial income 2021 2020
(Amounts in NOK million)
Foreign exchange gains unrealized 0 58
Foreign exchange gains realized 0 5
Net gain derivatives unrealized 52 34
Other financial income 2 2
Total financial income 54 100
Financial expenses 2021 2020
(Amounts in NOK million)
Foreign exchange losses unrealized -33 0
Net loss derivatives unrealized -17 -76
Other financial expenses -18 -22
Total financial expenses -68 -98
PAGE 53
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 10 Tax
Income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for
each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the
countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions
taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial
recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction
other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply
when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and
losses.
Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign
operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not
reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred
tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or
directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
Tax expense/income 2021 2020
(Amounts in NOK million)
Tax payable -4 -21
Adjustment deferred tax prior year 2 -1
Change in deferred tax 72 -47
Total tax income/expense 70 -69
Below is a specification of the tax effects of temporary differences and losses carried forward:
Deferred tax 31.12.2021 31.12.2020
(Amounts in NOK million)
Intangible assets 26 29
Gain and loss account 10 9
Untaxed reserves 31 45
Revenues 3 5
Other items 2 3
Total deferred tax relating to temporary differences 72 90
Carrying amount deferred tax liabilities 72 90
PAGE 54
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Deferred tax assets 31.12.2021 31.12.2020
(Amounts in NOK million)
Fixed assets 45 42
Leasing 74 76
Receivables 17 15
Losses carried forward 76 24
Financial instruments 0 8
Other items 0 1
Total deferred tax assets relating to temporary differences and losses carried forward 213 166
Carrying amount deferred tax assets 213 166
Explanation of the change in the deferred tax: 2021 2020
(Amounts in NOK million)
Carrying amount deferred tax at 1 January 90 77
Change in deferred tax liabilities -18 13
Carrying amount deferred tax at 31 December 72 90
Explanation of the change in the deferred tax assets: 2021 2020
(Amounts in NOK million)
Carrying amount deferred tax assets at 1 January 166 192
Change in deferred tax assets 47 -25
Carrying amount deferred tax assets at 31 December 213 166
Losses carried forward as of 31 December 2021 2020
(Amounts in NOK million)
Tax jurisdiction:
Norway (unlimited expiration) 229 19
Finland 203 154
Denmark (unlimited expiration) 621 544
Sweden (unlimited expiration) 89 95
Total losses carried forward 1 141 812
Losses carried forward as of 31 December 2021 – Finland
Unused tax losses incurred
Expiration
year
Unused tax
losses
(Amounts in NOK million)
2012 2022 19
2013 2023 16
2014 2024 26
2016 2026 13
2017 2027 20
2018 2028 0
2020 2030 32
2021 2031 78
Total losses carried forward as at 31 December 2021 203
PAGE 55
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Significant estimates and assumptions
The Finnish entity showed good prospects with underlying growth in all clusters in 2019 and is expected to utilize unused tax losses when the
revenues are back to pre-COVID-19 levels. The tax losses must be utilized according to the table above. However, the unused tax losses are not
recognized in the Group’s balance sheet as at the balance sheet date due to uncertainty around the timeframe around when the losses carried
forward will be utilized. The recognized deferred tax asset of NOK 21 million in Finland as at the balance sheet date of 31 December 2021 is related
to depreciation differences on fixed assets.The tax losses must be utilized according to the table above.
The recognized deferred tax asset of NOK 21 million in Finland as at the balance sheet date of 31 December 2021 is related to depreciation
differences on fixed assets.
At the balance sheet date of 31 December 2021, no deferred tax assets were recognized in Denmark due to uncertainty whether future taxable profits
will be available to offset the unused tax losses within a reasonable time frame.
SATS Sports Club Sweden AB and SATS Holding AB have losses carried forward of NOK 89 million that are recognized in the balance sheet as at 31
December 2021. As a consequence of acquisitions of subsidiaries within the Swedish segment followed by mergers with SATS Sports Club Sweden
AB, the losses are frozen and cannot be utilized until 2025/2026. Additional acquisitions followed by mergers will result in a prolonged frozen period.
The Group has in total a net deferred tax asset of NOK 188 million not recognized in the balance sheet as at 31 December 2021, consisting of losses
carried forward and deferred tax assets on leasehold improvement, equipment, re-establishment obligation, provision for bad debts and deferred tax
on goodwill and customer relations. This explains the relatively low tax rate in 2021.
Reconciliation of tax expense 2021 2020
(Amounts in NOK million)
Profit before tax
Norway -202 -73
Sweden -108 119
Finland -89 -53
Denmark -124 -248
Corporate tax rates
Norway, 22% 44 16
Sweden, 20.6% (21.4% in 2020) 22 -25
Finland, 20% 18 11
Denmark, 22% 27 55
Reconciling items:
Non-deductible expenses -2 -6
Unused tax losses not recognized as deferred tax assets -41 -63
Deferred tax assets not recognized previous years (Sweden) 0 20
Foreign currency effects 0 1
Corrections of prior year tax assessments 2 -1
Write down of deferred tax assets (Finland and Denmark) 0 -75
Others 0 -1
Calculated tax expense/income 70 -69
Weighted average tax rate 13.4% -27.1%
PAGE 56
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 11 Intangible assets
Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized, but is tested for impairment annually or more
frequently if events or changes in circumstances indicate that it might be impaired, and carried at cost less accumulated impairment losses. Gains
and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
The Group tests goodwill annually at year-end for impairment. The method used to estimate the recoverable amount is value in use, based on
discounted cash flow analysis (DCF). Based on the value-in-use calculation, the estimated recoverable amount exceeds the carrying amount with
significant headroom for most CGUs.
Software
Costs associated with maintaining software programs are recognized as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are
recognized as intangible assets when the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use;
• management intends to complete the software and use or sell it;
• there is an ability to use or sell the software;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software are available; and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the software include employee costs and an appropriate portion of relevant overheads.
Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use. Capitalized costs
for internally developed software are amortized over the estimated period of usage, three years. Amortization is presented in the line Depreciation
and amortization.
Goodwill Norway Sweden Finland Denmark Total goodwill
(Amounts in NOK million)
At 1 January 2020
Cost 1 798 188 574 0 2 560
Accumulated impairment -199 0 -10 0 -209
Net book value 1 599 188 564 0 2 351
Year ended 31 December 2020
Opening net book value 1 599 188 564 0 2 351
Effect of changes in foreign exchange cost 0 21 35 0 55
Additions 41 11 0 0 52
Closing net book value 1 640 220 598 0 2 458
At 31 December 2020
Cost 1 838 220 608 0 2 667
Accumulated impairment -199 0 -10 0 -209
Net book value 1 640 220 598 0 2 458
Year ended 31 December 2021
Opening net book value 1 640 220 598 0 2 458
Effect of changes in foreign exchange cost 0 -15 -28 0 -42
Additions 0 10 0 0 10
Closing net book value 1 640 215 571 0 2 425
At 31 December 2021
Cost 1 838 215 581 0 2 634
Accumulated impairment -199 0 -10 0 -209
Net book value 1 640 215 571 0 2 425
Useful life Indefinite Indefinite Indefinite Indefinite
Amortization method Not amortized Not amortized Not amortized Not amortized
PAGE 57
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Other intangible assets
Customer
relations Trademark
Internally
developed
software
1)
Other
Total other
intangible
assets
(Amounts in NOK million)
At 1 January 2020
Cost 50 267 271 4 591
Accumulated amortization and impairment -8 -265 -201 -4 -478
Net book value 42 2 70 0 113
Year ended 31 December 2020
Opening net book value 42 2 70 0 113
Effect of changes in foreign exchange cost 0 0 30 0 30
Effect of changes in foreign exchange accumulated depreciation 0 0 -22 0 -22
Acquisitions 8 0 0 0 8
Additions 0 0 51 0 51
Amortization charge -10 0 -50 0 -61
Closing net book value 40 2 78 0 120
At 31 December 2020
Cost 58 267 352 4 680
Accumulated amortization and impairment -18 -265 -273 -4 -560
Net book value 40 2 78 0 120
Year ended 31 December 2021
Opening net book value 40 2 78 0 120
Effect of changes in foreign exchange cost -2 0 -26 0 -28
Effect of changes in foreign exchange accumulated depreciation 0 0 19 0 20
Acquisitions 1 0 0 0 1
Additions 2 1 99 0 102
Disposals 0 0 -3 0 -3
Amortization charge -13 0 -55 0 -68
Closing net book value 29 2 113 0 143
At 31 December 2021
Cost 59 268 420 4 751
Accumulated amortization and impairment -31 -266 -308 -4 -608
Net book value 29 2 113 0 143
Useful life 3–7 years 10 years 3 years 1–10 years
Amortization method Straight-line Straight-line Straight-line Straight-line
1)
Software consists of capitalized development expenditure being an internally generated intangible asset.
PAGE 58
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Impairment test: Key assumptions used for value-in-use calculation
The fitness clubs in Norway, Sweden, Finland and Denmark (the segments) are considered to be the four cash generating units (CGU) against
which goodwill and trademark are tested. The members can move freely between the fitness clubs within each country. Allowing the members to
exercise where they live, work etc. is an important part of the Group’s customer offering. The Nordic Management Group also monitors the Group’s
performance at segment level. Norway, Sweden, Finland and Denmark are therefore deemed the smallest groups of assets that independently
generate cash flow and whose cash flow is largely independent of the cash flows generated by other assets. The recoverable amount from the CGU
is calculated by taking the historical cash flows for CGUs, taking into account expectations for moderate growth in the Norwegian, Swedish, Finnish
and Danish markets.
In connection with the impairment testing of goodwill, a sensitivity analysis has been carried out. The sensitivity analysis has tested changes in
WACC and growth rates. SATS is highly affected by the ongoing COVID-19 pandemic. Due to the uncertainties pertaining to how the COVID-19
pandemic can adversely affect future revenues, the sensitivity analysis also includes a scenario analysis reflecting the current short-term uncertainty
in primarily revenue growth caused by the ongoing COVID-19 pandemic. There is relatively large headroom on all CGUs except Finland. The estimates
used to determine future cash flows and WACC when calculating value in use are subject to uncertainty. The assumptions are described below:
Budget and forecast period
Estimated future cash flow is based on budgets and business plans approved by the Board, based on management’s best estimate, reflecting the
Group’s business planning process and includes an assessment of the long-term market trends and the respective CGU’s projected market share
for each year within the planning horizon. The calculation takes into account expected future changes in market prices, purchase prices and salary
increases. Impairment tests assume continuing operation of the CGUs and are calculated based on a value-in-use method. The calculations use cash
flow projections covering a five-year period.
WACC
Future cash flows are discounted to present value using a discount rate based on a calculation of a weighted average cost of capital (WACC). The
after-tax discount rates are assumed to reflect specific risks relating to the relevant segments in which they operate. The rates have been adjusted
for different interest levels relevant for the segments, but no other country specific risk adjustment has been done as the Nordic region is assumed to
be subject to a similar macroeconomic risk profile. This is based on a risk-free rate, plus a risk premium. The market risk premium is assumed to be
4.7% in Norway, Sweden and Denmark and 5.1% in Finland. The beta is based on observations of similar listed companies. The risk-free interest rate
is the 10-year government bond interest rate, 1.5% in Norway, 0.1% in Sweden, -0.1% in Finland and in Denmark. Management has not included any
premium for project risk, currency risk or country risk for the Group’s operations. The allocation between debt and equity corresponds to the observed
debt ratio among listed peers.
Growth rate
Growth rates are based on budgets and five-year business plans approved by the Board of Directors, management estimates, and expected market
growth in every country. Cash flows beyond these five years are based on an expected growth rate of 2% for an indefinite period.
Sensitivity
At 31 December 2021, the Group’s value in use for each CGU was higher than the carrying amount of tested goodwill. For Norway and Sweden, the
value in use is significantly higher than the carrying amount. Sensitivity analyses show that no reasonable change in any of the key assumptions
would cause the recoverable amount to be lower than the carrying amount. For Finland specifically, an increase in WACC of approximately 1.0%
point, all else being equal, would make the estimated recoverable amount equal to the carrying amount. A reduction in terminal value growth of
approximately 1.0% point would, all else being equal, make the estimated recoverable amount equal to the carrying amount.
WACC 2021 2020
Norway 6.1% 6.2%
Sweden 6.1% 6.2%
Finland 6.5% 6.6%
Denmark 6.1% 6.2%
PAGE 59
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 12 Leases
The Group’s leasing activities
The Group leases fitness center premises, office buildings, equipment and vehicles. Rental contracts are typically made for fixed periods of six
months to 15 years but may have extension options as described below. The Group’s lease contracts may contain both lease and non-lease
components, and SATS allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
Lease terms are negotiated on an individual basis and contain different terms and conditions. The lease agreements do not impose any covenants
other than the security interests in the leased assets that are held by the lessor. However, for leases of certain premises, the Group grants the lessors
guarantee contracts on behalf of its subsidiaries. These financial guarantee contracts amounted to NOK 270 million as at 31 December 2021 (NOK
271 million as at 31 December 2020). The guarantees are provided by SATS Holding AB. In addition, there are six clubs as at 31 December 2021
where the lease contracts do not specify the guarantee amount.
Several of the lease agreements for the fitness centers include leasehold improvement provided by the lessor as a lease incentive. The assets
obtained by the Group are recognized as furniture and fittings at fair value and depreciated over the shorter of their useful life or the lease term. The
lease incentive is presented as part of the lease liabilities and reversed on a straight-line basis over the lease term.
Rent is annually adjusted for virtually all premises’ lease contracts in accordance with the relevant CPI index.
Key accounting principles
Leases are recognized as a lease liability with a corresponding right-of-use asset at the date at which the leased asset is available for use by
the Group. Lease contracts with a lease term of less than 12 months and lease contracts for which the underlying asset has a low value are not
capitalized since the payments are recognized in the income statement on a straight-line basis over the lease contract period.
SATS presents the right-of-use assets and lease liabilities as separate line-items on the statement of financial position. Lease liabilities are split
into current, due within one year, and non-current, due after more than one year. In the statement of profit or loss, the depreciation and impairment
expenses related to the right-of-use asset are presented as part of the total depreciation and impairment expenses. The interest expenses related to
the lease liabilities are presented as part of the interest expense.
Lease liabilities
Lease liabilities are recognized at the lease commencement date and are measured at the present value of future lease payments from contractual
agreements as at the reporting date.
The Group has elected to separate lease and non-lease components included in lease payments for property leases. Lease payments included in the
measurement of the lease liability comprise the following:
• fixed payments, including in-substance fixed payments
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• (if any) amounts expected to be payable under a residual value guarantee
• (if any) lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option and penalties for early
termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortized cost using the effective interest rate method. It is remeasured when there is a change in future lease
payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a
residual value guarantee or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the
lease liability is remeasured, a matching adjustment is made to the carrying amount of the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce
a constant periodic rate of interest on the remaining balance of the liability for each period.
Upon modification of a lease, the remeasurement of the lease liability is performed using the applicable discount rate at the date of the
remeasurement.
Extension and termination options
Most Norwegian and Finnish lease contracts contain renewal options. In Sweden, the fitness center leasing contracts are automatically renewed if
not explicitly agreed otherwise. Danish legislation will under normal circumstances grant the lessor a unilateral right to extend the lease term.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option
or not exercise a termination option. Extension options are only included in the lease term if the lease is reasonably certain to be extended (or not
terminated). For leases of center premises the following factors are normally the most relevant:
• If there are significant penalty payments to terminate (or not extend), the Group is typically reasonably certain to extend (or not terminate).
• If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not
terminate).
• Otherwise, the Group considers other factors including historical lease durations, center profitability and the costs and business disruption
required to replace the leased asset.
Most extension options in premises leases have not been included in the lease liability because the Group could replace the assets without
significant cost or business disruption.
Incremental borrowing rate
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case,
the lessee’s incremental borrowing rate is used, which is the rate that the individual lessee would have to pay to borrow the funds necessary to obtain
an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
The Group’s long-term borrowing interest rate is the applicable IBOR plus a margin dependent on the leverage ratio of the Group. If SATS Group were
to acquire the right-of-use assets on similar terms and in a similar economic environment, management expects that the borrowing terms would be
comparable to the terms from the current financing agreement with the Group’s lenders, adjusted for certain items specific to the lease, such as term,
country, currency, security, etc.
PAGE 60
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Commitments in relation to leases are payable as follows: 31.12.2021 31.12.2020
(Amounts in NOK million)
Less than 1 year 984 987
1–2 years 905 933
2–3 years 798 860
3–4 years 672 754
4–5 years 539 645
More than 5 years 1 138 1 532
Minimum lease payments 5 037 5 711
Future finance charges -585 -749
Recognized as a liability 4 452 4 962
The present value of lease liabilities are as follows: 31.12.2021 31.12.2020
(Amounts in NOK million)
Less than 1 year 820 795
1–2 years 792 766
2–3 years 724 731
3–4 years 628 660
4–5 years 519 581
More than 5 years 969 1 429
Present value of lease payments 4 452 4 962
Cash flows from lease agreements 2021 2020
Property lease agreements 995 971
Short-term lease agreements and leases of assets of low value 23 32
Total cash flows from lease agreements 1 017 1 002
Lease liability
(Amounts in NOK million)
At 31 December 2020 4 962
Year ended 31 December 2021
Effect of changes in foreign exchange -148
Additions new lease 313
Effects from exercise of extension options 59
Modification of contractual lease terms 5
Amortizations -807
Disposals sold clubs -14
Other adjustments 83
Closing net book value 31 December 2021 4 452
Lease liability
(Amounts in NOK million)
At 31 December 2019 4 289
Year ended 31 December 2020
Effect of changes in foreign exchange 195
Additions new lease 263
Effects from exercise of extension options 757
Modification of contractual lease terms 353
Amortizations -803
Disposals sold clubs -184
Other adjustments 91
Closing net book value 31 December 2020 4 962
Options to extend but not yet started, amounts to NOK 394 million as at the balance sheet date (NOK 489 as at 31 December 2020) and are included
in the total lease liability of NOK 4 452 million (NOK 4 962 million as at 31 December 2020).
PAGE 61
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Lease terms
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option
or not exercise a termination option. Extension options, or periods after termination options, are only included in the lease term if the lease is reaso-
nably certain to be extended or not terminated.
For leases of center premises, the following factors are normally the most relevant:
• If there are significant penalties to terminate or not extend, the Group is typically reasonably certain to extend.
• If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend.
• Otherwise, the Group considers other factors including historical lease durations and the costs and business disruption required to replace the
leased premises.
Most extension options have not been included in the lease liability because the Group could replace the assets without significant cost or business
disruption.
Lease terms - sensitivity analysis 31.12.2021 31.12.2020
(Amounts in NOK million)
Options to extend, not yet committed to 838 477
Leases not yet commenced, to which the lessee is committed 314 178
Options to extend, not yet committed to, is the present value of extension options that the Group has not chosen to include in Lease liabilites as at
the balance sheet date. Leases not yet commenced, to which the lessee is commited, is the present value of lease liabilities for clubs not yet opened
as at the balance sheet date. NOK 314 million includes four clubs in both Norway and Sweden.
Right-of-use assets
Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability, adjusted for lease payments made at or
before the commencement date, any lease incentives received, initial direct costs, and restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
In 2021, there were no indications of impairment, hence no impairment test has been undertaken for right-of-use assets, and no impairment charge
to right-of-use assets was recognized as at the reporting date.
RoU assets Premise rental Other leases Total RoU assets
(Amounts in NOK million)
At 1 January 2020
Cost 8 152 87 8 238
Accumulated depreciation -4 290 -36 -4 326
Net book value 3 862 51 3 912
Year ended 31 December 2020
At 1 January 2020 3 862 51 3 912
Additions/disposals 1 286 -13 1 272
Effect of changes in foreign exchange cost 221 5 227
Depreciation charge -786 -20 -806
Effect of changes in foreign exchange accumulated depreciation -37 -1 -38
Closing net book value 4 546 22 4 568
At 31 December 2020
Cost 9 659 79 9 737
Accumulated depreciation -5 113 -57 -5 170
Net book value 4 546 22 4 568
Year ended 31 December 2021
At 1 January 2021 4 546 22 4 568
Additions/disposals 445 7 452
Effect of changes in foreign exchange cost -200 -3 -203
Depreciation charge -792 -13 -805
Effect of changes in foreign exchange accumulated depreciation 64 2 66
Closing net book value 4 063 15 4 077
At 31 December 2021
Cost 9 904 82 9 986
Accumulated depreciation -5 841 -68 -5 909
Net book value 4 063 15 4 077
Useful life 1–15 years 1–5 years
Depreciation method Straight-line Straight-line
PAGE 62
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 13 Property, plant and equipment
Property, plant and equipment
All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The
carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged
to profit or loss during the reporting period in which they are incurred. An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its estimated recoverable value. Gains and losses on disposals are determined by comparing
proceeds with carrying amount. These are included in profit or loss.
Property, plant and equipment
Capitalized
leasehold
improvements
1)
Fitness
equipment
Other fixtures
and equipment
Total
tangible assets
(Amounts in NOK million)
At 1 January 2020
Cost 1 323 768 438 2 529
Accumulated depreciation and impairment -843 -572 -376 -1 791
Net book value 480 197 62 739
Year ended 31 December 2020
Opening net book value 480 197 62 739
Effect of changes in foreign exchange cost 76 35 18 129
Effect of changes in foreign exchange accumulated depreciation -48 -24 -16 -87
Acquisition of subsidiary 2 15 1 18
Additions 98 54 27 179
Disposals cost -77 -28 -26 -131
Disposals accumulated depreciation 53 26 25 105
Accumulated depreciation acquisition of subsidiary -2 -12 -1 -14
Depreciation charge -96 -55 -28 -179
Closing net book value 486 208 64 758
At 31 December 2020
Cost 1 421 845 459 2 724
Accumulated depreciation and impairment -935 -637 -395 -1 966
Net book value 486 208 64 758
Year ended 31 December 2021
Opening net book value 486 208 64 758
Effect of changes in foreign exchange cost -54 -27 -10 -91
Effect of changes in foreign exchange accumulated depreciation 36 19 8 64
Reclassification additions 7 -8 1 0
Acquisition of subsidiary 2 0 1 2
Additions 50 52 28 130
Disposals cost -5 -11 -1 -17
Disposals accumulated depreciation 4 10 1 16
Reclassification depreciations -8 7 -1 -2
Depreciation charge -89 -51 -29 -169
Closing net book value 431 200 61 691
At 31 December 2021
Cost 1 421 851 477 2 749
Accumulated depreciation and impairment -991 -651 -416 -2 058
Net book value 431 200 61 691
Useful life 10 years
1)
5 - 9 years 3 - 7 years
Depreciation method Straight-line Straight-line Straight-line
1)
Leasehold improvements relate to refurbishments of leased premises. These lease contracts have a contract period of ten years or beyond. The depreciation period
is estimated to correspond with the expected economic useful life of the improvement. Expected useful life is adjusted if the contract period is altered before initial
expiration date.
PAGE 63
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 14 Interest in other entities in the Group
The consolidated financial statements include the following companies:
Subsidiaries
Organization
number
Business
office Country
Voting
percentage
Ownership
percentage
SATS Holding AB 556628-6562 Stockholm Sweden 100% 100%
SATS Sports Club Sweden AB 556563-2527 Stockholm Sweden 100% 100%
SATS Finland Oy 0459885-5 Helsinki Finland 100% 100%
Fresh Fitness AS 995-415-569 Oslo Norway 100% 100%
SATS Norway AS 892-625-522 Oslo Norway 100% 100%
SATS Vest AS 948-942-003 Oslo Norway 100% 100%
SATS Danmark A/S 20-37-05-99 Copenhagen Denmark 100% 100%
The subsidiaries SATS Grenland AS and Bare Trening AS were merged into SATS Norway AS and Fresh Fitness AS respectively on 1 January 2021.
Please see Note 11 Intangible assets for further information on impairment testing.
NOTE 15 Inventories
Inventories
Inventories consist mainly of clothing, sports equipment, energy bars, soft drinks and mirrors related to the Mentra business area which is new in
2021. Inventories are measured at the lower of cost and net realizable value, using the first-in first-out (FIFO) method. The Group’s inventories only
consist of finished goods for sale to customers. The cost of inventories consist of direct costs related to the acquisition of the goods. Net realizable
value is the estimated sales price less relevant variable costs to sell. Costs of purchased inventory are determined after deducting rebates and
discounts.
31.12.2021 31.12.2020
(Amounts in NOK thousand)
Inventories at cost 57 854 47 715
Impairment -869 -19
Impairment reversal -33 205
Total inventories 56 953 47 901
PAGE 64
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 16 Accounts receivable and other current receivables
Accounts receivable
Accounts receivables are measured at amortized cost using the effective interest method, less provision for impairment. Please see Note 22
Financial risk factors for a description of the Group’s credit risk assessment.
Impairment of accounts receivable and contract assets (financial asset at amortized cost)
From1 January 2018 accounts receivables, contract assets and other current receivables are measured at amortized cost. Impairment losses
are measured at lifetime expected credit losses in accordance with IFRS 9. There was no material effect upon adoption of IFRS 9 related to the
impairment of accounts receivable. The impairment model has been updated to be in compliance with IFRS 9.
SATS’ impairment model regarding accounts receivable, contract assets and other current assets is a simplified approach based on lifetime expected
credit losses (ECL). Impairment is based on an estimate of the probability of default for the financial assets reflecting an unbiased and probability-
weighted amount determined by evaluating a range of possible outcomes; the time value of money and reasonable available information related to
past events, current conditions and forecasts of future economic conditions.
SATS uses an impairment model with the following characteristics:
• The receivables are aggregated into portfolios based on the credit risk of the customers and type of receivable. One portfolio is the receivables
where invoicing occurs automatically. This portfolio has a comparatively low risk of default, and therefore an impairment loss is recognized based
on the expectation of a few of the accounts not being paid. Another portfolio is the receivables for customers in the first year of membership that
have a non-cancellable agreement. The credit risk for these receivables is higher than the automatic payment portfolio, and an impairment loss is
recognized on these receivables.
• For the receivables with a high/higher probability of default, a provision matrix is developed based on known sales and the historic default rates
for these sales. The provision matrix is based on the probability of expected losses, so even receivables not yet in default have an impairment loss
recognized.
• On top of the provision matrix, an individual assessment is performed on specific customer receivables, typically if a customer has declared
bankruptcy. Receivables are also assessed for credit risk on a country-by-country basis.
Loss allowance and ageing of accounts receivables 2021 2020
(Amounts in NOK million)
Accounts receivables 339 325
Loss allowance -221 -205
Total 117 120
Age of trade receivables 2021
Not due 61
30–60 days 37
60–90 days 9
90–120 days 9
120–365 days 41
>365 days 181
Total trade receivables, gross 339
Total trade receivables, net 117
Loss allowance at 31 December 2020 -205
Reversals during the year 1
Provisions during the year -17
Loss allowance at 31 December 2021 -221
Other current receivables - prepaid expenses and accrued income 31.12.2021 31.12.2020
(Amounts in NOK million)
Credit cards 8 33
VAT receivables 13 39
Prepaid taxes 15 2
Other current receivables 22 11
Total other current receivables 59 85
Prepaid expenses and accrued income 31.12.2021 31.12.2020
(Amounts in NOK million)
Prepaid rent 44 51
Prepaid property expenses 26 22
Prepaid marketing expenses 37 11
Contract asset 71 50
Governmental compensations 0 56
Other prepaid expenses 60 83
Total prepaid expenses and accrued income 237 274
PAGE 65
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 17 Cash and cash equivalents
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand, deposits and restricted deposits
held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. Bank overdrafts are
shown within borrowings in current liabilities in the balance sheet.
31.12.2021 31.12.2020
(Amounts in NOK million)
Cash and cash equivalents 281 456
Of which are restricted cash:
Restricted bank deposits for employee tax withholdings 22 20
The maximum exposure to credit risk at the reporting date is the carrying value of cash and cash equivalent as disclosed above.
Please see Note 22 Financial risk factors for further information about the Group’s credit risk management.
NOTE 18 Share capital
As at 31 December 2021, share capital amounted to NOK 366 million consisting of 172 246 142 ordinary shares at a face value of NOK 2.1250 per
share.
Overview of the shareholders as at 31 December 2021
Shareholder
Number of
ordinary shares
Ownership
percentage
Voting
percentage
TG Nordic Invest 51 500 971 29.9% 29.9%
AF III Holdco AS 41 556 415 24.1% 24.1%
Canica AS 12 558 497 7.3% 7.3%
SATS Management Invest AS 8 651 488 5.0% 5.0%
Maaseide Promotion AS 7 990 976 4.6% 4.6%
J.P. Morgan Bank Luxeembourg S.A. 2 631 952 1.5% 1.5%
Salt Value AS 2 186 865 1.3% 1.3%
Verdipapirfondet Eika Spar 2 177 272 1.3% 1.3%
Ingvarda AS 1 904 943 1.1% 1.1%
Verdipapirfondet Eika Norge 1 651 057 1.0% 1.0%
Folketrygdefondet 1 398 378 0.8% 0.8%
State Street Bank and Trust Comp 1 353 956 0.8% 0.8%
Funkybiz AS 1 100 000 0.6% 0.6%
Skandinaviska Enskilda Banken AB 1 038 541 0.6% 0.6%
SATS ASA 910 769 0.5% 0.5%
Skandinaviska Enskilda Banken AB: Fondita 2000+ Investment Fund 875 289 0.5% 0.5%
Avanza Bank AB 838 061 0.5% 0.5%
Skandinaviska Enskilda Banken AB: Fondita Nordic Small Cap Invt FD 832 500 0.5% 0.5%
C Worldwide Norge III 796 387 0.5% 0.5%
Skandinaviska Enskilda Banken AB: Norron Sicav - Target 769 392 0.4% 0.4%
Other shareholders 29 522 433 17.1% 17.1%
Total 172 246 142 100.0% 100.0%
All shares have been fully paid and have the same rights.
Repurchase program
On 1 October 2020, SATS announced a share repurchase program under which the company repurchased 1 100 000 own shares, representing 0.64%
of the total number of shares in the company at the time. The repurchased shares will be used for the following three purposes under the share
investment program:
1. Delivery of matching shares to the relevant employees in accordance with the terms and conditions of the share investment program, in total
approximately 550 000 shares.
2. Delivery of shares to new employees who will be offered to participate in the share investment program, in total approximately 450 000 shares.
3. Delivery of 97 330 shares to the Company’s CEO, Sondre Gravir with respect to the additional investment made by him under the share investment
program. The additional 97 330 shares were acquired by Sondre Gravir on 22 December 2020.
As at the balance sheet date of 31 December 2021, the company holds 910 769 treasury shares.
Shares in SATS Management Invest held by the Board of Directors and Executive Management:
Ownership percentage
Executive management including CEO 32.90%
The ownership is in SATS Management Invest AS.
PAGE 66
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 19 Earnings per share
General
Basic earnings per share are calculated by dividing:
• the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares,
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued
during the year and excluding treasury shares.
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
• the post-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and
• the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential
ordinary shares.
On 1 October 2020, SATS announced a share repurchase program under which the company repurchased 1 100 000 own shares in 2020. Of these
shares, 97 330 were acquired by Sondre Gravir in December 2020, and a total of 91 901 shares were acquired by the Head of Mentra by SATS and
the Country Managers in Norway and Finland in April 2021. As at the balance sheet date of 31 December 2021, the company holds 910 769 treasury
shares. The number of outstanding shares are hence adjusted as a weighted average for 2021 and 2020.
On the basis of the resolution by the general meeting of SATS ASA on 11 May 2021, all employees of SATS ASA and its subsidiaries, except executive
management, were invited to apply for shares under a share investment program for the purpose of seeking to align the interests of the employees
with those of the shareholders of the company. The share capital increase pertaining to the issuance of shares was registered with the Norwegian
Register of Business Enterprises (Nw. Foretaksregisteret) on 13 December. The company’s new share capital is NOK 366023 051.75, comprising in
total 172 246 142 shares, each with a nominal value of NOK 2.125. The denominator for 2021 is calculated as a weighted average.
The Share Investment Program implies that the company on the balance sheet date of 31 December 2021 will deliver 525 463 matching shares to
employees in 2023 and 107 425 shares in 2024. The denominator for diluted earnings per share is therefore adjusted as a weighted average for
2021. Allocation of matching shares is further contingent upon the company’s performance over time.
Basic earnings per share 2021 2020
(Amounts in NOK)
From continuing operations attributable to the ordinary equity -2.65 -1.90
Total basic earnings per share attributable to the ordinary equity -2.65 -1.90
Total number of outstanding shares, including share options 170 851 309 170 663 904
Diluted earnings per share 2021 2020
(Amounts in NOK)
From continuing operations attributable to the ordinary equity -2.65 -1.90
Total diluted earnings per share attributable to the ordinary equity -2.65 -1.90
Total number of outstanding shares, including share options 170 851 309 170 918 475
Reconciliation of earnings used in calculating earnings per share 2021 2020
(Amounts in NOK million)
Basic earnings per share
Profit/loss attributable to equity holders of the Group -452 -325
Profit attributable to the ordinary equity used in calculating basic earnings per share -452 -325
Diluted earnings per share
Profit/loss used in calculating diluted earnings er share -452 -325
Profit attributable to the ordinary equity used in calculating diluted earnings per share -452 -325
PAGE 67
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 20 Borrowings
Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost.
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the
borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to
the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the
extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity
services and amortized over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference
between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, is recognized in profit or loss as other income or financial expense.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months
after the reporting period.
Overview of interest bearing liabilities 31.12.2021 31.12.2020
(Amounts in NOK million)
Current
Bank borrowings 12 11
Leases 820 795
Total current interest-bearing liabilities 833 806
Non-current
Bank borrowings 2 090 1 938
Leases 3 632 4 167
Total non-current interest-bearing liabilities 5 722 6 105
Total interest-bearing liabilities 6 555 6 910
The fair value of the interest-bearing liabilities is considered to be equal to the book value according to the amortized cost as shown above. All the
bank facilities have floating interest rates.
New long-term loan facility agreement
The company has an unsecured revolving credit facility (RCF) agreement, consisting of a multicurrency RCF with a maximum principal amount of
NOK 2 500 million. Updated addendums were signed in July 2020 and in April 2021. In February 2022 the company signed an addendum to the
agreement, extending the RCF with one year until September 2025. As at the balance sheet date of 31 December 2021, the remaining undrawn
amount summed up to approximately NOK 289 million.
Interests on borrowings under the new facility will be paid at an annual interest rate equal to the applicable IBOR plus a margin reliant on the leverage
ratio of the Group.
The facility will mature in full in October 2025, and no installment payments are due before this time. Interest payable will depend on the principal
amount of the facility at any given time. However, based on a draw down of NOK 2 091 million as at the balance sheet date of 31 December 2021, the
annual interest payment is expected to be in the range of NOK 51 to 72 million.
Covenants
For covenants, please see Note 27 Financial covenants.
Payment profile for the Group’s borrowings
The following table shows the undiscounted payment profile of the Group’s borrowings, based on the remaining loan period at the balance sheet
date:
Borrowing facilities Total
(Amounts in NOK million)
Less than 1 year 72
1–2 years 60
2–3 years 51
3–5 years 2 099
More than 5 years 0
Payment profile for borrowings 2 282
PAGE 68
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 21 Reconciliation of net debt
Liabilities arising from financing activities
Cash and cash
equivalents Borrowings Leases Total
(Amounts in NOK million)
Net debt 1 January 2020 -165 1 301 4 289 5 424
Cash flows
Net cash flow from operations -1 113 0 0 -1 113
Net cash flow from investing 331 0 0 331
Net cash flow from financing 499 0 0 499
Repayments of borrowings 0 -2 0 -2
Proceeds from borrowings 0 575 0 575
Installment on lease liabilities 0 0 -803 -803
Interest on lease liabilities 0 0 -196 -196
Non-cash changes
Net additions – finance leases 0 0 1 470 1 470
Depreciation bank costs 0 3 0 3
Foreign exchange movement -7 68 201 263
Other changes 0 3 0 3
Net debt 31 December 2020 -456 1 949 4 962 6 455
Cash flows
Net cash flow from operations -920 0 0 -920
Net cash flow from investing 240 0 0 240
Net cash flow from financing 877 0 0 877
Repayments of borrowings 0 -2 0 -2
Proceeds from borrowings 0 200 0 200
Installment on lease liabilities 0 0 -800 -800
Interest on lease liabilities 0 0 -187 -187
Non-cash changes
Net additions – finance leases 0 0 637 637
Depreciation bank costs 0 3 0 3
Foreign exchange movement -22 -48 -160 -230
Net debt 31 December 2021 -281 2 103 4 452 6 274
PAGE 69
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 22 Financial risk factors
Overview
Through its activities, the Group will be exposed to different types of financial risks: market risk, credit risk and liquidity risk. This note presents
information related to the Group’s exposure to such risks, the Group’s objectives, policies and procedures for risk management and handling, as well
as the Group’s management of capital. Additional quantitative information is included in this note. The Group does not apply hedge accounting.
Risk management
The Group’s overall risk management plan is to ensure the ongoing liquidity in the Group, defined as being able to meet its obligations at any time.
This also includes being able to meet the financial covenants related to the Group’s borrowings.
Risk management of the Group is maintained by a central finance function in accordance with the guidelines approved by the Board. The Group’s
finance function identifies, measures, mitigates and reports on financial risks in close cooperation with the various operating units.
Risk management policies and procedures are reviewed regularly to take into account changes in the market and the Group’s activities.
Market risk
Market risk can be defined as the risk that the Group’s income and expenses, future cash flows or fair value of financial instruments will vary as a
result of changes in market prices. The market price includes three types of risks: exchange risks, interest risks and price risks.
Market risk is monitored and managed continuously by the Group through a combination of natural hedging techniques and financial derivatives.
Foreign exchange risk
The Group operates internationally and is exposed to changes in foreign exchange rates. For risk management purposes, the Group has identified
three types of exchange exposures:
• Net investment;
• Profit after tax in foreign currency; and
• Borrowings in foreign currency.
As an international group, SATS is exposed to the risk associated with converting the currency related to legal entities with a functional currency
different from the Group’s presentation currency. Such translation exposure does not yield an immediate result on the cash flow. It can still affect the
Group’s financial covenant and is therefore closely monitored. Exposure of foreign subsidiaries’ equity is partly naturally hedged through borrowings
in corresponding currency.
The Group’s business model is such that the subsidiaries’ sales and operating expenses are incurred in local currency, reducing the exposure to
foreign exchange rate fluctuations in the profit or loss. The net of those cash flows is meant to be able to cover the borrowings in local currency,
reducing the exposure related to borrowings in local currency due to changes in the foreign exchange rates. Please see Note 20 Borrowings for
payment profile of the Group’s borrowings in the different currencies.
Sensitivity analysis
As shown below, the Group is primarily exposed to changes in the SEK/NOK, EUR/NOK and DKK/NOK exchange rates. The sensitivity of profit or loss
to changes in the exchange rates arises mainly from the profit or loss in the Group’s foreign subsidiaries, borrowings, intercompany loans and bank
accounts in other exchange rates than where the legal entity is located. EUR, SEK and DKK are strengthened by 10% against NOK in the sensitivity
analysis below.
Exchange rate - sensitivity analysis 2021 2020
(Amounts in NOK million)
SEK/NOK exchange rate - increase 10%
1)
23 48
EUR/NOK exchange rate - increase 10%
1)
-8 3
DKK/NOK exchange rate - increase 10%
1)
-20 -31
Impact on Profit/loss after tax -5 19
1)
Holding all other variables constant.
Profit after tax is less sensitive to changes in SEK/NOK and DKK/NOK in 2021 than in 2020 and more sensitive to changes in EUR/NOK. Net income
in the Swedish segment was positive in 2020, however, a negative net income in 2021 results in a negative exchange rate effect in the statement of
profit and loss when re-consolidating 2021. Intercompany loans in SEK neturalizes the effect and and result in a net positive exchange rate effect in
the statement of profit and loss. A more negative net income in Finland in 2021 than in 2020 results in a negative effect when re-consolidating, an
effect partly neutralized by internal loans in EUR. Loss after tax is less sensitive to changes in DKK/NOK in 2021 when reconsolidating the Danish
segment with a 10% weaker NOK since loss after tax was substantially more negative in 2020 than 2021.
The Group’s exposure to other foreign exchange movements is not material.
PAGE 70
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 23 Financial instruments
Derivatives
Derivatives are only used for economic hedging purposes to reduce cash flow risk and not as speculative investments.
Derivatives are classified as FVPL and initially recognized at fair value on the date a derivative contract is entered into and are subsequently
remeasured to their fair value through profit and loss at the end of each reporting period. The fair values are based on observable market prices
obtained from external parties and are based on mid-range marked interest rates and prices, excluding margins, at the reporting date. The derivatives
are defined as Level 2 in the fair value hierarchy. The derivatives are classified as non-current asset or liability if the maturity date is later than 12
months from the balance sheet date and there is no intention to close the position within 12 months from the balance sheet date.
Changes in the fair value of any derivative instrument are recognized immediately in profit or loss and are included in financial income or financial
expense if they are economic hedges for financing related risks. Derivatives that are economic hedges for operational cash flows are included in
operating gain and loss. The fair values of the outstanding derivatives as at the balance sheet date are disclosed below.
The Group has the following derivative financial instruments: 31.12.2021 31.12.2020
(Amounts in NOK million)
Non-current liabilities
Interest rate swap contracts 1 36
Total non-current derivative financial instrument liabilities 1 36
Fair value estimates
The Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading of available-for-sale
securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group
is the current bid price. These instruments are included in Level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using
valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant
inputs required to fair value of an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. This is the case for
unlisted equity securities.
Specific valuation techniques used to value financial instruments include:
• the use of quoted market prices or dealer quotes for similar instruments
• the fair value of interest rate swaps calculated as the present value of the estimated future cash flows based on observable yield curves
• the fair value of forward foreign exchange contracts determined using forward exchange rates at the balance sheet date
• the fair value of the remaining financial instruments determined using discounted cash flow analysis
All of the resulting fair value estimates are included in Level 2 except for unlisted equity securities, a contingent consideration receivable and certain
derivative contracts, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty
or own credit risk.
Other financial instruments
Financial assets (excluding derivative financial instruments)
All financial assets, excluding derivatives, meet the SPPI criteria and are managed in a business model of Hold to Collect. Therefore all financial
assets, excluding derivatives, are allocated to the category amortized cost.
The Group measures its accounts receivables and other receivables and cash and cash equivalents at amortized cost. Subsequent to initial
recognition, these assets are measured at amortized cost using the effective interest method. Income from these financial assets is calculated on an
effective yield basis and is recognized in the income statement.
Investments in unquoted equity securities are designated as fair value through other comprehensive income if they are held as long-term strategic
investments that are not expected to be sold in the short to medium term. All fair value movements in respect of those assets are recognized in other
comprehensive income and are not recycled to profit or loss. The financial assets are classified as current assets, except for those with maturities
later than 12 months after the balance sheet date. These assets are classified as non-current assets.
Financial liabilities (excluding derivative financial instruments)
The Group’s financial liabilities consist of trade and other payables, other financial liabilities (including contingent considerations and lease liabilities)
and borrowings. The Group initially recognizes its financial liabilities at fair value net of transaction costs and they are subsequently measured at
amortized cost using the effective interest method. Transaction costs are amortized using the effective interest method over the maturity of the loan.
Contingent consideration is subsequently measured at its fair value.
PAGE 71
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Interest rate risk
The Group’s interest rate risk is mainly related to loans where an element of the interest rate is not fixed. See Note 20 Borrowings for an overview of
such loans. An increase in floating rates would lead to an increase in interest costs and reduce net income and cash flow. Effects from derivatives
used for hedging of interest rate risk are not included in the following analysis.
Impact on profit after tax
2)
Interest rate - sensitivity analysis 2021 2020
(Amounts in NOK million)
Interest rates - increase 100 basis points
1)
-16 -14
Interest rates - decrease 100 basis points
1)
16 14
1)
Holding all other variables constant.
2)
Estimated impact given a tax rate of 22.0%.
Profit after tax was more sensitive to changes in the interest rate in 2021 than 2020 because of increased borrowings in 2021 due to COVID-19
effects.
Overview of non-overdue interest swaps per 31 December 2021
Interest rate swaps
Notional in
currency million Maturity Fixed rate
Unrealized gain/loss
31 December
(Amounts in NOK million)
IRS NOK 694 28.10.2026 1.751 -1
IRS EUR 200 28.10.2024 0.430 0
Fair value of the Group’s interest rate swaps as at 31 December 2021 in NOK million -1
Overview of non-overdue interest rate swaps per 31 December 2020
Interest rate swaps
Notional in
currency million Maturity Fixed rate
Unrealized gain/loss
31 December
(Amounts in NOK million)
IRS NOK 694 28.10.2026 1.751 -33
IRS EUR 200 28.10.2024 0.430 -3
Fair value of the Group's interest rate swaps as at 31 December 2020 in NOK million -36
Changes in fair value are presented within financial income and financial expense in the income statement. Please see Note 9 Financial income and
financial expenses.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. SATS ASA’s credit
risk refers to the risk of the Group’s trade receivables and investment in liquid assets. As the daily business is to a large part based on customer
prepayments and direct debit arrangements, the Group’s credit risk is considered low.
The Group has a credit management policy to only cooperate with financial institutions with high credit rating.
At the end of the reporting period, the Group’s maximum credit risk exposure was NOK 177 million. The Group does usually not demand collateral for
receivables. The bad debt provision for trade receivables is NOK 221 million as at the balance sheet date.
Liquidity risk
The Group’s liquidity risk is characterized by a potential risk of not being able to meet obligations to vendors and loan creditors. The ability to service
the debt, and ultimately continue as a going concern, depends on the Group’s cash flow from operating activities. The Group regularly monitors the
cash flow situation by setting up cash flow forecasts based on the forecasts of the liquidity reserves, including cash equivalents and borrowing
facilities. The forecasts are set by the individual subsidiaries and is regularly monitored by the Group. Please see Note 20 Borrowings for information
on funding sources and payment profile.
To be able to maintain a sufficient flexibility in the source of funding, the Group has total available borrowing facilities of NOK 2 500 million as at 31
December 2021 (NOK 2 500 million as at 31 December 2020) of which 289 million has not been drawn down as at the balance sheet date. In addition
the Group has cash and cash equivalents of NOK 281 million as at 31 December 2021 (NOK 456 million as at 31 December 2020).
PAGE 72
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Net presentation of financial assets and liabilities as at 31 December 2021
Maturity profile 1–3 months 3–12 months 1–5 years More than 5 years Total
(Amounts in NOK million)
Accounts receivables 107 50 181 0 339
Other current receivables 59 0 0 0 59
Cash and cash equivalents 281 0 0 0 281
Financial assets 448 50 181 0 679
Borrowings 0 2 2 099 0 2 101
Lease liabilities 253 731 2 915 1 138 5 037
Trade payables 138 0 0 0 138
Other current liabilities 369 0 0 0 369
Payment of interest 18 51 115 0 184
Financial liabilities 779 783 5 129 1 138 7 828
Net financial liabilities -331 -733 -4 948 -1 138 -7 149
Financial liabilities are measured at nominal amounts if this is a reasonably approximate fair value.
Net presentation of financial assets and liabilities as at 31 December 2020
Maturity profile 1–3 months 3–12 months 1–5 years More than 5 years Total
(Amounts in NOK million)
Accounts receivables 98 67 160 0 325
Other current receivables 85 0 0 0 85
Cash and cash equivalents 456 0 0 0 456
Financial assets 639 67 160 0 866
Borrowings 0 2 1 941 0 1 943
Lease liabilities 249 738 3 192 1 532 5 711
Trade payables 119 0 0 0 119
Other current liabilities 424 0 0 0 424
Payment of interest 15 38 112 0 165
Financial liabilities 809 776 5 244 1 532 8 362
Net financial liabilities -171 -709 -5 085 -1 532 -7 496
Financial liabilities are measured at nominal amounts if this is a reasonably approximate fair value.
Capital management
The Group’s main goal is to maximize shareholder value while ensuring the Group’s ability to continue operations, as well as to make sure that
covenant criteria are met (please see Note 27 Financial covenants for financial covenant requirements). The Group has an overall target to maintain
a capital structure that binds capital in the most optimal way given the current market situation. The Group makes changes to its capital structure as
necessary based on an ongoing assessment of the business’ financial situation and future prospects in the short and medium term.
PAGE 73
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Financial instruments as of 31 December 2021
Assets
Assets measured at
amortized cost
Fair value through
profit and loss Total
(Amounts in NOK million)
Other non-current receivables 34 0 34
Accounts receivable 117 0 117
Other current receivables 59 0 59
Cash and cash equivalents 281 0 281
Total financial assets 491 0 491
Liabilities
Liabilities measured
at amortized cost
Fair value through
profit and loss Total
(Amounts in NOK million)
Borrowings 2 103 0 2 103
Leases 4 452 0 4 452
Derivatives 1 0 1
Trade and other payables 138 0 138
Other current liabilities 369 0 369
Total financial liabilities 7 061 0 7 061
Financial instruments as of 31 December 2020
Assets
Assets measured at
amortized cost
Fair value through
profit and loss Total
(Amounts in NOK million)
Other non-current receivables 38 0 38
Accounts receivable 120 0 120
Other current receivables 85 0 85
Cash and cash equivalents 456 0 456
Total financial assets 699 0 699
Liabilities
Liabilities measured
at amortized cost
Fair value through
profit and loss Total
(Amounts in NOK million)
Borrowings 1 949 0 1 949
Leases 4 962 0 4 962
Derivatives 36 0 36
Trade and other payables 119 0 119
Other current liabilities 424 0 424
Total financial liabilities 7 490 0 7 490
PAGE 74
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 24 Other current liabilities
Contract liabilities
A large portion of the Group’s customers pay the monthly membership subscription fee in advance. These prepayments are recognized as non-
financial debt and will be settled in the Group’s services.
31.12.2021 31.12.2020
(Amounts in NOK million)
Contract liabilities 487 441
Total deferred revenue 487 441
Trade payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are
unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due
within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the
effective interest method.
Other current liabilities by nature 31.12.2021 31.12.2020
(Amounts in NOK million)
Accrued employee benefit expenses 88 44
Accrued vacation pay 74 72
Non-redeemed gift cards 3 1
Accrued rent 8 7
Accrued rent discounts 44 53
Customer liabilities 49 118
Other current liabilities 103 128
Total other current liabilities 369 424
NOTE 25 Related parties
The following table presents an overview of transactions with related parties. Remuneration to executive staff and the Board of Directors and
share capital information are presented in Note 6 Personnel expenses and Note 18 Share capital, respectively, and are not included in the following
overview:
Profit or loss items
Related party Relationship Type of services 2021 2020
(Amounts in NOK thousand)
Altor Shareholder of SATS ASA Other operating expenses -15 -72
Total related party profit or loss items -15 -72
The amounts in the table above are presented within Other operating expenses. There are no related party balance sheet items as at 31 December
2021 or 31 December 2020.
All transactions with related parties are priced at market conditions and there are no special conditions attached to them. Transactions with
subsidiaries have been eliminated in consolidated statements and do not represent transactions with related parties.
PAGE 75
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 26 Provisions, contingent liabilities and contingent assets
Provisions
Provisions for legal claims, service warranties and make-good obligations are recognized when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably
estimated. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class
of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of
obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end
of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.
NOTE 27 Financial covenants
Financial borrowing facility covenants
The loan facility agreement includes a financial covenant requiring the leverage ratio, Net Debt to EBITDA, not to exceed 4.0x. The facility agreement
does not contain any restrictions on dividend payments.
In February 2022 the company signed an addendum to the NOK 2500 million facility, extending the RCF with one year until September 2025. The
addendum also includes adjusted covenants which will be applicable to and including 31 December 2023, subject to voluntary cancellation by SATS
at any time. The financial covenants set out quarterly minimum levels for liquidity and Adjusted EBITDA. SATS cannot distribute any dividend to
shareholders during the amendment period and shall be compliant with the original covenants once the amendment period expires.
Compliance with financial borrowing covenants
SATS ASA executes the financing functions within the Group, holds the long-term financing agreement with the Group’s long-term lenders, and
provides long-term financing to other Group entities. SATS ASA has complied with the financial covenants related to its borrowing facility throughout
2020 and 2021.
NOTE 28 New IFRS standards
New standards and amendments – applicable 1 January 2021
The following standards and interpretations apply for the first time to financial reporting periods commencing on or after 1 January 2021. SATS has
not identified any significant impact to the Group’s consolidated financial statements as a result of the mentioned amendments:
IFRS 16 and COVID-19 - Extension of practical expedient
The extension permits a lessee to apply the practical expedient regarding COVID-19-related concessions to rent concessions for which any reduction
in lease payments affects only payments originally due on or before 30 June 2022 (rather than only payments originally due before 30 June 2021).
The extension requires a lessee applying the amendment to do so for annual reporting periods beginning on or after 1 April 2021 and requires a
lessee applying the amendment to do so retrospectively, recognizing the cumulative effect of initially applying the amendment as an adjustment to
the opening balance of retained earnings (or other component of equity, as appropriate) at the beginning of the annual reporting period in which the
lessee first applies the amendment (no restatement of comparatives).
Insurance contracts – Amendments to IFRS 4
IFRS 9 addresses the accounting for financial instruments and is effective for annual reporting periods beginning on or after 1 January 2018.
However, for insurers meeting the eligbility criteria, IFRS 4 provides a temporary exemption which permits them to continue to apply IAS 39 Financial
Instruments: Recognition and Measurement rather than implement IFRS 9.
Interest Rate Benchmark Reform – Amendments to IFRS 7, IFRS 9, IFRS 16, IFRS 4 and IAS 39 - Phase 2
Phase 2 amendments relate to issues that could affect financial reporting when an IBOR is replaced with an alternative benchmark interest rate.
The amendments are relevant for entities with financial assets, financial liabilities or lrease liabilites that are subject to the interest rate benchmark
reform and those that apply the hedge accounting requirements in IFRS 9 or IAS 39 to hedging relationships that are affected by the reform.
No changes have been made to any of the current accounting standards.
Standards not yet effective
The below amendments to IFRS applicable to SATS have been issued but were not yet effective on the balance sheet date. Except for IAS 1,
management, at the date of the Board approval of these financial statements, has not identified any significant potential impacts to the Group’s
consolidated financial statements as a result of these amendments. None of the following standards have been subject to early adaptation.
Classification of Liabilities as Current or Non-current – Amendments to IAS 1
The narrow-scope amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current,
depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the
reporting date (e.g., the receipt of a waiver or a breach of covenant). The amendments also clarify what IAS 1 means when it refers to the ‘settlement’
of a liability.
The amendments could affect the classification of liabilities from non-current to current if any noncompliance with loan covenants is expected for
further reporting periods.
The standard will be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting
PAGE 76
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Estimates and Errors.
Business Combinations - Amendments to IFRS 3
The amendments include an update in IFRS 3 so that it refers to the 2018 Conceptual Framework instead of the 1989 Framework.A requirement
was also added that, for transactions and other events within the scope of IAS 37 or IFRIC 21, an acquirer applies IAS 37 or IFRIC 21 (instead of
Conceptual Framework) to identify the liabilities it has assumed in a business combination; and an explicit statement is added to IFRS 3 that an
acquirer does not recognize contingent assets acquired in a business combination.
Income Taxes - Amendments to IAS 12
The International Accounting Standards Boards issued Deferred Tax related to Assets and Liabilites arising from a Single Transaction in May 2021
that aims to clarify how companies account for deferred tax on leases and decommissioning obligations. The amendments narrowed the scope
of the recognition exemption in paragraphs 15 and 24 of IAS 12 (recognition exemption) so that it no longer applies to transactions that, on initial
recognition, give rise to equal taxable and deductible temporary differences.
Accounting Policies, Changes in Accounting Estimates and Errors - Amendments to IAS 8
The changes to IAS focus entirely on accounting estimates and clarify the following:
• The definition of a change in accounting estimates is replaced with a definition of accounting estimates. Under the new definition, accounting
estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”.
• Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves
measurement uncertainty.
• The Board clarifies that a change in accounting estimate that results from new information or new development is not the correction of an error.
In addition, the effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting
estimates if they do not result from the correction of prior period errors.
A change in an accounting estimate may affect only the current periods’s profit or loss, or the profit or loss of both the current period and future
periods. The effect of the change relating to the current period is recognized as income or expense in the current period. The effect, if any, on future
periods is recognized as income or expense in those future periods.
Property, Plant and Equipment: Proceeds before intended use – Amendments to IAS 16
The amendment to IAS 16 Property, Plant and Equipment (PP&E) prohibits an entity from deducting from the cost of an item of PP&E any proceeds
received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is ‘testing whether the
asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial performance of the asset is not
relevant to this assessment.
Entities must disclose separately the amounts of proceeds and costs relating to items produced that are not an output of the entity’s ordinary
activities.
Onerous Contracts – Cost of Fulfilling a Contract Amendments to IAS 37
The amendment to IAS 37 clarifies that the direct costs of fulfilling a contract include both the incremental costs of fulfilling the contract and an
allocation of other costs directly related to fulfilling contracts. Before recognizing a separate provision for an onerous contract, the entity recognizes
any impairment loss that has occurred on assets used in fulfilling the contract.
PAGE 77
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
NOTE 29 Critical estimates
Critical estimates
Estimates and judgments are continually evaluated and are based on historical experience as adjusted for current market conditions and other
factors.
Critical accounting estimates and assumptions
Management makes estimates and assumptions concerning the future. The resulting accounting estimates, by definition, will seldom equal the
related actual results. The estimates, assumptions and management judgments that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are outlined below.
Impairment of intangible assets
The acquisition method was used to account for the historic business combinations results in the goodwill amount. Internally developed software
has been recognized at historic cost, has a finite useful life and is subsequently carried at cost less accumulated amortization and impairment
losses.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be impaired.
Recognized goodwill and internally developed software are material to the 2021 financial statements as a whole, and users of the Group’s financial
statements should note the inherent uncertainty pertaining to the valuation of intangible assets.
The sensitivity analysis and valuation methodology for assessing goodwill are further described in Note 11 Intangible assets.
Goodwill
Goodwill is recognized at NOK 2 425 million as at the balance sheet date. The Group tests whether goodwill has suffered any impairment on an
annual basis. For the 2021 and 2020 reporting periods, the recoverable amount of the cash generating units (CGUs) was determined based on
value-in-use calculations, which require the use of several assumptions. The calculations use cash flow projections based on financial budgets and
prognoses approved by management covering a five-year period for Norway, Sweden, Finland and Denmark. Cash flows beyond these periods are
extrapolated using the estimated growth rates stated in Note 11 Intangible assets. These growth rates are consistent with forecasts included in
economic outlook reports specific to the area in which each CGU operates.
Internally developed software
Internally developed software is recognized at NOK 113 million as at the balance sheet date. The Group estimates the useful life of internally
developed software to be at least three years based on the expected useful economic life of the assets. However, the actual useful life may be
shorter or longer than three years, depending on software innovations, technical obsolescence of existing solutions and competitor actions.
Depreciation of property, plant and equipment
The Group’s assessment of the useful life of property, plant and equipment is determined by the expected useful economic life of the assets, and is
based on management’s judgement and previous experience. Due to the significant historic investments in leasehold improvements and other fitness
equipment, any deviation between actual and estimated useful lives could have a material effect on the consolidated financial statement.
Recognition of income tax
The Group is subject to income tax in four jurisdictions, and significant estimates are required when determining the provision for income taxes and
related tax balances. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognizes
liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will impact the current tax and deferred tax provisions.
Deferred tax assets recognized as at 31 December 2021 have been estimated based on future profitability assumptions over a five-year horizon, and
the deferred tax assets are recognized only to the extent that it is probable that the tax assets will be realized.
PAGE 78
BROWSE ADJUST SEARCH
CONTENTS
Notes to the consolidated financial
statements
Consolidated financial statements
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Board of Directors’ report
Where we operate
Corporate governance
Auditor’s report
Alternative performance measures
Definitions
Notes to the financial statements
Appendix
Financial statements parent
company
Note 30 Judgements in applying the Group’s accounting policies
Critical judgements in applying the Group’s accounting policies
Accounting estimates made by the Group’s management are based on information available to management at the time each estimate is made.
Accordingly, actual outcomes may differ materially from current expectations under different assumptions and conditions. The significant
judgements that management has made in applying its accounting policies, and the estimates and assumptions for which there is a significant risk
of a material adjustment to the Financial Statements within the next financial year, are set out below.
Critical judgements in determining the lease term
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension
option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not to exercise).
The assessment of reasonable certainty is only revised if a significant event or a significant change in the circumstances occurs, which affects this
assessment, and is within the control of the lessee.
Extension options are at the latest reassessed the quarter before the date of the termination option, which in practical terms means that the lease
option is added to the lease liability when a quarter of the agreement remains if the agreement is not to be terminated. The Danish lease agreements
do not have extension options; instead, the agreements are continuously prolonged until terminated. six or twelve months (according to the
agreement) are continuously added to the lease liability if the agreement is not to be terminated.
Critical judgements in recognizing revenue – joining fees
When a customer signs up for a fitness center membership, a joining fee will be charged to the overall subscription amount. For this fee, the new
members receive an automatic payment arrangement and a free personal training introduction session. Management has defined the personal
training introduction session as the key performance obligation related to the introduction offering, and consequently the joining fee is recognized
as revenue at the subscription contract inception date. If no performance obligation was satisfied at the contract inception, the joining fees would be
recognized over the expected duration of the membership.
Critical judgements in recognizing revenue – financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and
payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
Note 31 Events after the balance sheet date
SATS announced a successful private placement on 16 February 2022, through an allocation of 30.8 million new shares at a subscription
price of NOK 19.5 per share, with gross proceeds of NOK 600.6 million. The net proceeds from the private placement will predominately
be used to ensure sufficient strategic flexibility for the company to act on potential organic and in-organic growth opportunities in the
short to medium term and to ensure a more robust liquidity position in order to exploit opportunities in the longer run. In February 2022
the company signed an addendum to the NOK 2 500 million facility, extending the RCF with one year until September 2025.
The Board of Directors is not aware of any other events, besides the private placement, that occurred after the balance sheet date, or any
new information regarding existing matters, that could have a material effect on the 2021 consolidated financial statements.
PAGE 79
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
“I’m so proud to be a SATS
Instructor. I’m personally
motivated by our vision of making
people healthier and happier.
The pandemic have made this
vision even more important, and I
know I’m actually contributing to
the infrastructure of good public
health. It is so rewarding to see
the happy faces of our members!”
– Malene
PAGE 80
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
CONTENTS
ALTERNATIVE PERFORMANCE MEASURES
The Group reports its financial results in accordance with accounting principles IFRS as issued by the IASB and as endorsed by the EU. However,
management believes that certain Alternative Performance Measures (APMs) provide management and other users with additional meaningful
financial information that should be considered when assessing the Group’s ongoing performance. These APMs are non-IFRS financial measures
and should not be viewed as a substitute for any IFRS financial measure. Management, the board of directors and the long-term lenders regularly use
supplemental APMs to understand, manage and evaluate the business and its operations. These APMs are among the factors used in planning for
and forecasting future periods, including assessment of financial covenants compliance.
Alternative Performance Measures reflect adjustments based on the following items:
EBITDA
EBITDA is a measure of earnings before deducting net financial items, taxes, amortization and depreciation charges. The Group has presented this
APM because it considers it to be an important supplemental measure to understand the overall picture of profit generation in the Group’s operating
activities. Please see reconciliation to profit or loss before tax in the table on the next page.
EBITDA before impact of IFRS 16
EBITDA before impact of IFRS 16 is a measure of EBITDA adjusted for lease expenses applying IAS 17 Leases, and the Group has presented this
APM because it considers it to be an important supplemental measure to understand the underlying profit generation in the Group’s operating
activities. Please see reconciliation to profit or loss before tax in the table on the next page.
EBITDA before impact of IFRS 16 Margin
EBITDA before impact of IFRS 16 divided by total revenue.
Adjusted EBITDA before impact of IFRS 16
Adjusted EBITDA before impact of IFRS 16 is a measure of EBITDA adjusted for (i) lease expenses applying IAS 17 Leases, (ii) impairment charges,
(iii) revenue and costs from closed clubs, and (iiii) certain extraordinary items affecting comparability. The Group has presented this APM because it
considers it to be an important supplemental measure to understand the underlying profit generation in the Group’s operating activities. Please see
reconciliation to profit or loss before tax in the table on the next page.
Adjusted EBITDA before impact of IFRS 16 Margin
Adjusted EBITDA before impact of IFRS 16 divided by total revenue.
Adjusted Country EBITDA before impact of IFRS 16
Adjusted Country EBITDA before impact of IFRS 16 is a measure of Adjusted EBITDA before the impact of IFRS 16 per segment, which is the Group’s
segment measure, before allocation of Group overhead and cost allocations. The Group has presented this APM because it considers it to be an
important supplemental measure to understand the underlying profit generation in the Group’s geographic segments without the impact of Group
overhead and cost allocations. Please see reconciliation to profit or loss before tax in the table on the next page.
Adjusted Country EBITDA before impact of IFRS 16 Margin
Adjusted Country EBITDA before impact of IFRS 16 divided by total revenue.
Net debt
Current and non-current borrowings for the period (excluding property lease liabilities recognized under IFRS 16) less cash and cash equivalents for
the period. Net debt is a non-IFRS financial measure, which the Group considers to be an APM, and this measure should not be viewed as a substitute
for any IFRS financial measure. The Group has presented this APM as it is useful indicator of the Group’s indebtedness, financial flexibility and capital
structure because it indicates the level of borrowings after taking account of cash and cash equivalents within the Group’s business that could be
utilized to pay down the outstanding borrowings. Net debt is also used as part of the assessment for financial covenants compliance. Please see
Note 20 Borrowings for reconciliation to Total interest-bearing liabilities.
Leverage ratio
Net debt divided by last twelve months Adjusted EBITDA before impact of IFRS 16.
Capital expenditure
Capital expenses (capex) is a measure of total investments in the period both in the operations and in new business either through business
combinations (acquisitions) or through new club openings (greenfields). Capital expenditures consist of both maintenance capex and expansion
capex and the source of capex is the Statement of cash flows.
Maintenance capex
Maintenance capital expenditures is a measure of investments made in the operations and consists of investments in tangible and intangible assets
excluding business combinations (acquisitions) and greenfields. The measure is defined as the sum of purchase of property, plant and equipment
from the Statement of cash flows less investments in greenfields. Maintenance capex can be divided into IT capex and Club portfolio capex where IT
capex is investments and development of common software programs used by the whole Group and Club portfolio capex is physical investments at
the clubs.
Expansion capex
Expansion capital expenditures is a measure of business combinations (acquisitions) and investments in greenfields and new business areas. The
measure is defined as the sum of Acquisition of subsidiary from the Statement of cash flows including investments in greenfields.
Alternative performance measures
PAGE 81
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
CONTENTS
Operating cash flow
Operating cash flow is a measure of how much cash that is generated by the operations and is used to evaluate SATS’s liquidity. The definition is
Adjusted EBITDA excluding IFRS 16 less Maintenance capex.
Cash Conversion
Operating cash flow divided by Adjusted EBITDA before impact of IFRS 16.
Reconciliation of EBITDA before impact of IFRS 16 for the period to Adjusted Country EBITDA before impact of IFRS 16
TOTAL 2021 2020
(Amounts in NOK million)
EBITDA before impact of IFRS 16 -170 136
(ii) Revenue and costs from closed clubs 0 1
(iii) Comparability adjustments on Country level 0 6
(iiii) Comparability adjustments on Group level 0 2
Adjusted EBITDA before impact of IFRS 16 -170 146
Group overhead and cost allocation 301 251
Adjusted Country EBITDA before impact of IFRS 16 132 397
NORWAY 2021 2020
(Amounts in NOK million)
EBITDA before impact of IFRS 16 -68 78
(iii) Comparability adjustments 0 4
Adjusted EBITDA before impact of IFRS 16 -68 82
Group overhead and cost allocation -165 -135
Adjusted Country EBITDA before impact of IFRS 16 97 217
SWEDEN 2021 2020
(Amounts in NOK million)
EBITDA before impact of IFRS 16 -2 183
Adjusted EBITDA before impact of IFRS 16 -2 183
Group overhead and cost allocation -135 -112
Adjusted Country EBITDA before impact of IFRS 16 133 295
FINLAND 2021 2020
(Amounts in NOK million)
EBITDA before impact of IFRS 16 -67 -29
Adjusted EBITDA before impact of IFRS 16 -67 -29
Group overhead and cost allocation -19 -18
Adjusted Country EBITDA before impact of IFRS 16 -48 -11
DENMARK 2021 2020
(Amounts in NOK million)
EBITDA before impact of IFRS 16 -75 -133
(ii) Revenue and costs from closed clubs 0 1
(iii) Comparability adjustments 0 2
Adjusted EBITDA before impact of IFRS 16 -75 -130
Group overhead and cost allocation -24 -26
Adjusted Country EBITDA before impact of IFRS 16 -51 -104
Alternative Performance Measures
PAGE 82
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Auditor’s report
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities
(collectively, the “Deloitte organization”). DTTL (
also referred to as “Deloitte Global”) and each of its member firms and related entities are legally
separate and
independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and
related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to
clients. Please see
www.deloitte.no to learn more.
© Deloitte AS
Registrert i Foretaksregisteret Medlemmer av Den
norske Revisorforening
Organisasjonsnummer: 980 211 282
Deloitte AS
Dronning Eufemias gate
14
Postboks 221 Sentrum
NO
-0103 Oslo
Norway
Tel:
+47 23 27 90 00
www.deloitte.no
To the General Meeting of SATS ASA
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of SATS ASA, which comprise:
• The financial statements of the parent company SATS ASA (the Company), which comprise the statement of
financial position as at 31 December 2021, statement of profit or loss 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 SATS ASA and its subsidiaries (the Group), which comprise the
statement of financial position as at 31 December 2021, statement of profit or loss, statement of comprehensive
income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies.
In our opinion:
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31 December
2021, and its financial performance and its cash flows for the year then ended in accordance with simplified
application of international accounting standards according to section 3-9 of the Norwegian Accounting Act, 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.
The company was listed in 2019. We have been the company's elected auditor since before the company was listed.
We have been the company's elected auditor continuously for 3 years since the company was listed, including the
listing year.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Auditor’s report
PAGE 83
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
side 2
Independent Auditor's Report -
SATS ASA
The key audit matter identified in our audit are:
• Carrying amount of goodwill
Carrying amount of goodwill
Key audit matter
How the matter was addressed in the audit
Refer to note 11 in the group financial statements for
descriptions of management’s impairment testing process
and key assumptions. Refer also to note
29 for a
description of related estimates and assumptions.
As disclosed in note 11 the Group has recogn
ized goodwill
of NOK 2.4
25 million at 31 December 2021.
Management performed impairment testing of goodwill
allocated to the CGUs to determine recoverable amount
in accordance with the requirements of IAS 36
‘Impairment of Assets’ (‘IAS 36’). Management a
ssessed
the recoverable amount of goodwill by determining the
value in use. No impairment was identified at 31
December 202
1.
Estimating value in use requires management to make
significant judgements and estimations. Management
judgements is based on the
Group’s strategic five-year
plan, including estimation of future outcomes and
assumptions of cash flows (for example customer
acquisition and retention, changes in subscription rates,
operating costs etc.), along with the discount rate to be
applied to tho
se cash flows.
Management’s impairment evaluation is a key audit
matter due to the significance of the carrying amount of
goodwill, and level of management judgement involved in
determining assumptions used in the evaluation of
impairment.
We challenged management’s assumptions used in its
impairment model for assessing the recoverability of the
carrying amount of goodwill. We focused on the
appropriateness of CGU identification, methodology
applied to estimate recoverable amount, discount r
ates
and forecasted cash flows. Specifically:
• We obtained a detailed understanding of
management’s process for performing the CGU
impairment assessment. As part of this we
assessed the design and implementation of the
key controls.
• We tested the methodology applied to estimate
recoverable amount as compared to the
requirements of IAS 36, impairment of assets;
• We tested the mathematical accuracy of
management’s impairment models;
• We obtained an understanding of and assessed
the basis for the key assumptions for the Group’s
five-year strategic plan;
• We evaluated and challenged management’s
cash flow forecasting included in the five-year
plan and the growth rate beyond with reference
to the recent and historical performance of the
CGU’s;
• We evaluated management’s sensitivity analysis;
• We assessed the discount rates applied by
benchmarking against independent data.
We used Deloitte valuations specialists in our audit of the
carrying va
lue of goodwill.
We considered the appropriateness of the related
disclosures provided in note 11.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of
Directors’ report and the other information accompanying the financial statements. The other information comprises
information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other
information accompanying the financial statements.
Auditor’s report
PAGE 84
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
side 3
Independent Auditor's Report -
SATS ASA
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 appears to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the
other information accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable legal requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance
and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with simplified application of international accounting standards according to the Norwegian Accounting Act section
3-9, and for the preparation and true and fair view of the consolidated financial statements of the Group in
accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern 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.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error.
We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's or the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company 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.
Auditor’s report
PAGE 85
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
side 4
Independent Auditor's Report -
SATS ASA
• evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on compliance with Regulation on European Single Electronic Format (ESEF)
Opinion
We have performed an assurance engagement to obtain reasonable assurance that the financial statements with file
name satsasa-2021-12-31-en 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).
In our opinion, the financial statements have been prepared, in all material respects, in accordance with the
requirements of ESEF.
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 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.
Auditor’s report
PAGE 86
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
side 5
Independent Auditor's Report -
SATS ASA
As part of our work, we 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.
Oslo, 8 March 2022
Deloitte AS
E
E
i
i
v
v
i
i
n
n
d
d
U
U
n
n
g
g
e
e
r
r
s
s
n
n
e
e
s
s
s
s
State Authorised Public Accountant
Auditor’s report
PAGE 87
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
ACCOUNT ON EQUALITY AND
DISCRIMINATION IN THE NORWEGIAN
OPERATION
Gender, ethnicity and functional ability
There is currently a preponderance of
women in the company, both in total
and among leaders, corresponding to
more women applying for employment
in the company. We always hire the
most qualified applicant for the position,
regardless of gender, ethnicity and
functional ability, in accordance with our
employment policy.
Part-time work
SATS operates with long opening hours
every day, including weekends. This makes
our business attractive to students and
others who do not have the opportunity to
work full time. In addition, we have group
training instructor positions that are not
suitable for full-time employment, and
these positions are largely occupied by
employees whose main income come from
other employment. Almost all employees in
administrative positions work full-time.
Equal pay
SATS uses a wages matrix with fixed
criteria for both hourly paid positions
and employees working at clubs with
fixed salaries, thus providing the same
opportunities for everyone. The main
criterion is seniority. For club managers,
salaries are mainly based on the size of the
club in terms of the number of employees
and members. We still see that the average
salary for men is somewhat higher than
the average salary for women. This pay
gap is a result of a higher share of men in
leadership roles at the largest clubs and
with longer seniority.
For administrative employees, we see that
there is a somewhat bigger salary gap
between men and women in the men’s
favor. This can partly be explained by the
fact that we have built up an internal IT
development team where we previously
outsourced this service. The senior
positions in this team are primarily held
by men. The challenge of an overweight
of men in senior positions also exists in
other departments (excluding management
team). Nevertheless, we see that we
need to take action to assure that the
gap is reasonable and not in the favor
of the best negotiator. We will therefore
introduce a salary matrix for positions
at the service office to make sure that
all SATS employees receive a fair salary
based on their role, experience and level of
education.
The Norwegian Equality and Anti-
Discrimination Act §26 states that all
public undertakings, regardless of size,
and private companies with more than 50
persons shall investigate whether there is
Appendix
Ratio of average salary for women to men
Women Men %
Management level 1
quantity 3 5 115%
share 38% 63%
Management level 2
quantity 21 29 99%
share 42% 58%
Support
quantity 49 59 99%
share 45% 55%
Management Operation
quantity 84 32 98%
share 72% 28%
Employees Operation
quantity 3 786 1 170 108%
share 76% 24%
PT og Treatments employees
quantity 693 812 95%
share 46% 54%
Total
quantity 4 636 2 107 101%
share 69% 31%
Appendix
PAGE 88
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Equality statistics
Employment Women Men
Average fixed pay: Managers at clubs (ratio women to men) 0.89
Average fixed pay: Employees at clubs (ratio women to men) 0.89
Average fixed pay: Administrative employees (ratio women to men) 0.85
Average hourly pay: Employees at clubs (ratio women to men) 0.99
Average hourly pay: Administrative employees (ratio women to men) 0.63
Part time 88% 88%
Total weeks parental leave 38.890 6.495
Parental leave as share of employees 6.9% 2.2%
a risk of discrimination or other barriers to
equality including reviewing pay conditions
by reference to gender and the use of
involuntary part-time work every two years.
The table includes all employees working
within SATS Group in Norway who are
registered in the Norwegian payroll
system at SATS and Fresh Fitness.
The subcategories are based on equal
work and work of equal value. The
subcategories have been presented to
AMU (Arbeidsmiljøutvalg) in SATS for input.
At SATS, it is usual to have several different
positions that have different work of value
and salaries. Thus, the figures presented
in the table count the number of positions
and not the actual number of employees.
We see that there is a somewhat larger
salary gap between men and women in
Management Level 1, with women having
a higher salary level than men. This can
be explained by seniority. The other
subcategories have a smaller gap between
the genders.
SATS operates with long opening hours
every day, including weekends. Hence,
the company attracts students and
others who do not have the opportunity
to work full-time. It is possible to work at
multiple clubs, and we have not received
any indications that there are involuntary
part-time employees in our organization.
SATS publishes all new job postings on
its intranet to ensure that all employees
already working in SATS and who want
to work more can apply for the positions.
We prioritize existing part-time employees
when recruiting.
Appendix
PAGE 89
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Definitions
Term Definition
Adjusted Country EBITDA before impact of IFRS 16 Adjusted EBITDA before impact of IFRS 16 less allocation of Group overhead and
cost allocations
Adjusted Country EBITDA before impact of IFRS 16 margin Adjusted Country EBITDA before impact of IFRS 16 divided by total revenue
Adjusted EBITDA before impact of IFRS 16 EBITDA adjusted for (i) closed clubs; (ii) certain items affecting comparability; and
(iii) the impact of implementation of the new IFRS 16 lease standard
Adjusted EBITDA before impact of IFRS 16 margin Adjusted EBITDA before impact of IFRS 16 divided by total revenue
Average number of members per club Number of clubs by the end of the period divided by the average member base
Average revenue per member (ARPM) Average revenue per member per month, calculated as total revenue divided by the
average member base
Capex: Club portfolio capital expenditures Maintenance capital expenditures less IT capital expenditures
Capex: Expansion capital expenditures The sum of investments related to acquisitions and greenfields
Capex: IT capital expenditures Capital expenditures associated with developing software programs
Capex: Maintenance capital expenditures Total capital expenditures less expansions capital expenditures
Capex: Total capital expenditures The sum of all capital expenditures
Cash conversion Operating cash flow divided by adjusted EBITDA before impact of IFRS 16
Club Number of clubs open and trading under the brands 'SATS', 'ELIXIA', 'Fresh Fitness'
and 'HiYoga' as of the end of the period
EBITDA Profit/loss before net financial items, income tax expense, depreciation and
amortization
EBITDA before impact of IFRS 16 EBITDA adjusted for lease expenses applying IAS 17 Leases
EBITDA before impact of IFRS 16 Margin EBITDA before impact of IFRS 16 divided by total revenue
Group overhead Consists of group services such as commercial functions, IT, finance and
administration
Leverage ratio Net debt divided by last twelve months adjusted EBITDA before impact of IFRS 16
LTM EBITDA Last twelve months EBITDA adjusted for lease expenses applying IAS 17 Leases
Member base, average Average number of members at the beginning and end of the period, including
frozen memberships, excluding free memberships
Member base, outgoing Number of members at the end of the period, including frozen memberships,
excluding free memberships
Net debt Current and non-current borrowings less cash and cash equivalents
Operating cash flow Adjusted EBITDA excluding IFRS 16 less maintenance capital expenditures
Other yield Calculated as other revenue in the period, divided by the average member base
Underlying operating cash flow Operating cash flow less expansion capital expenditures
Yield Calculated as member revenue in the period, divided by the average member base
Definitions
PAGE 90
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Statement of profit or loss
Notes 2021 2020
(Amounts in NOK million for the period ended 31 December)
Other operating expenses 3 -14 -15
Total operating expenses -14 -15
Operating profit -14 -15
Dividends from subsidiaries and Group contributions
4, 5, 6 0 19
Interest income from Group companies
4, 5, 6 65 65
Other finance income
4 193 322
Net gain/loss derivatives unrealized
13 35 -41
Interest expense to Group companies
6 -3 -10
Other interest expense
4, 9 -97 -73
Other finance expenses
4 -236 -313
Net financial items
4 -42 -30
Profit/loss before tax -56 -45
Income tax expense
10 12 10
Profit/loss for the year -44 -35
Allocation of profit/loss for the year
Retained earnings/accumulated losses
8 -44 -35
Total allocation -44 -35
Financial statements parent company
Financial statements parent
company
PAGE 91
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Statement of financial position
Notes 31.12.2021 31.12.2020
(Amounts in NOK million for the period ended 31 December)
NON-CURRENT ASSETS
Intangible assets
Deferred tax asset
10 20 9
Total non-current intangible assets 20 9
Financial assets
Investments in subsidiaries
5 2 606 2 606
Loans to Group companies
6 1 087 1 155
Total non-current financial assets 3 693 3 761
Total non-current assets 3 713 3 770
CURRENT ASSETS
Receivables from Group companies
6 0 19
Other receivables 0 2
Cash and cash equivalents
7 459 345
Total current assets 459 365
Total assets 4 172 4 135
Financial statements parent
company
PAGE 92
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Statement of financial position
Notes 31.12.2021 31.12.2020
(Amounts in NOK million for the period ended 31 December)
EQUITY
Share capital
8 366 365
Share premium
1)
8 2 521 2 513
Treasury shares
8 -17 -19
Retained earnings/accumulated losses
1)
8 -807 -763
Total equity 2 063 2 096
LIABILITIES
Non-current liabilities
Deferred tax liability
10 2 3
Derivative financial instruments
13 1 36
Borrowings
9 2 083 1 928
Total non-current liabilities 2 085 1 966
Current liabilities
Borrowings
9 10 9
Borrowings from Group companies
9, 6 10 37
Trade and other payables 1 0
Other current liabilities 3 28
Total current liabilities 24 73
Total liabilities 2 109 2 040
Total equity and liabilities 4 172 4 135
1)
A reclassification between Share premium and Retained earnings of NOK 1 500 million is recognized as at 31 December 2020.
Oslo, 8 March 2022
Hugo Lund Maurstad Rebekka Glasser Herlofsen Martin Folke Tiveus
Chair of the Board Board Member Board Member
Siren Sundby Søren Rene Kristiansen Sondre Gravir
Board Member Board Member CEO
Financial statements parent
company
PAGE 93
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
Notes 2021 2020
(Amounts in NOK million for the period ended 31 December)
Cash flow from operating activities
Profit before tax -56 -45
Adjustment for:
Net gain/loss of fair value on derivatives -35 41
Proceeds from other financial income 26 -26
Payments of interest income 97 73
Payments of other financial cost 17 17
Change in intercompany receivables and payables -89 -634
Change in trade payables and other accruals -22 19
Net cash flow from operations -63 -556
Cash flow from investing
Proceeds from Group contribution 19 75
Interest on Group loans 29 133
Net cash flow from investing 48 208
Cash flow from financing
Proceeds from borrowings
9 200 575
Interest on borrowings -82 -54
Transaction costs from issues of new shares IPO 0 -2
Proceeds from issues of shares 9 26
Proceeds from issues of shares IPO 0 1
Proceeds from sale of own shares 2 0
Repurchase of shares 0 -20
Net cash flow from financing 129 527
Net increase/decrease in cash and cash equivalents
7 114 178
Effect of foreign exchange changes on cash and cash equivalents 0 -11
Cash and cash equivalents at the beginning of the period 345 178
Cash and cash equivalents at the end of period
7 459 345
Statement of cash flows
Financial statements parent
company
PAGE 94
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
NOTES PAGE
Note 1 General information 95
Note 2 Accounting principles 96
Note 3 Other operating expenses 97
Note 4 Financial income and financial expenses 97
Note 5 Subsidiaries 97
Note 6 Related parties 98
Note 7 Cash and cash equivalents 99
Note 8 Share capital 99
Note 9 Borrowings 100
Note 10 Tax 100
Note 11 New IFRS standards 100
Note 12 Events after the balance sheet date 100
Note 13 Financial risk factors 101
Notes to the financial statements
PAGE 95
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
NOTE 1 General information
General information
SATS ASA is registered and domiciled in Norway with its head office at Nydalsveien 28, Oslo, Norway. The Group’s ownership structure is as follows:
29.9% by TG Nordic Invest, 24.1% by AF III Holdco AS, 7.3% by Canica AS, 5.0% by SATS Management Invest AS and 33.7% by other shareholders. The
company was incorporated on 11 March 2011.
The Board of Directors approved the financial statements on 8 March 2022.
Financial reporting framework
The financial statements are prepared in accordance with the simplified application of International Financial Reporting Standards (Norwegian
Forenklet IFRS) in accordance with § 3-9 of the Norwegian Accounting Act and the related directive. The directive refers to the general recognition
and measurement requirements in IFRS as endorsed by the European Union, but with certain exemptions.
The relevant exemption applicable to SATS ASA relates to the recognition of group contributions (Norwegian konsernbidrag). Group contributions
and dividends under simplified IFRS may be recognized in accordance with Norwegian generally accepted accounting principles for the distributing
and receiving entity. This means that the distributing entity may recognize a liability when the contribution or dividend is proposed, but before it has
been approved. The receiving entity may also recognize the dividend or contribution receivable before it has been approved.
Disclosure requirements are in accordance with the directive, which refers to disclosure requirements in accordance with Chapter 7 of the Norwegian
Accounting Act and Norwegian generally accepted accounting principles, with certain differences.
The financial statements are prepared in accordance with the historical cost principle, with the exemption of derivatives which are measured at fair
value.
Preparation of financial statements in accordance with simplified IFRS requires the use of estimates. The application of company’s accounting
principles further requires management to apply judgement.
Certain new or revised standards, amendments or interpretations of existing standards have been published. Management has assessed these
changes and concluded that they are not relevant for the business of the company or for the 2021 financial statements. For new standards, please
see Note 28 New IFRS standards in the consolidated financial statement.
The company’s significant accounting policies are disclosed in Note 3 Principles of consolidation and significant accounting policies in the
consolidated financial statement. These principles have been applied consistently in all periods presented in the financial statements, unless stated
otherwise.
Notes to the financial statements
Notes to the financial statements
PAGE 96
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
NOTE 2 Accounting principles
Foreign currency
Functional currency and presentation currency
The financial statements of the company are prepared in NOK, which is the currency of the primary economic environment in which the company
operates.
Transactions, monetary and non-monetary items
In preparing the financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at
the rate of exchange prevailing at the dates of the transactions. Gains or losses on transactions in foreign currencies and exchange differences on
monetary items are recognized in profit or loss in the period in which they arise.
Subsidiaries
Subsidiaries are entities controlled by the company. The company controls an investee when the company is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Investment in
subsidiaries is measured at historic cost less any impairment. Acquisition-related costs are generally recognized in profit or loss as incurred.
Intercompany loans
The terms for intercompany loans to subsidiaries are formally regulated by contractual lending agreements. Intercompany loans are accounted for
as financial assets within the scope of IFRS 9 in the parents’ financial statements.
Intercompany loans are classified as financial assets at amortized cost since they are held within a business model with the objective of collecting
the contractual cash flows, and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal outstanding.
At initial recognition, loans are measured at their fair value, adjusted for directly attributable transaction costs. Loans are subsequently measured at
amortized cost using the effective interest rate method and are subject to impairment under the general expected credit loss model.
Loans denominated in foreign currencies are translated at the functional currency spot rates at the reporting date. Currency differences arising on
settlement or translation are recognized in profit or loss.
Derivatives
Derivatives are recognized at fair value when the company becomes party to the contract and are subsequently measured at fair value through profit
or loss. Fair value gains or losses are presented as fair value changes of derivatives in the income statements.
The company does not apply hedge accounting.
Cash and cash equivalents
Cash and cash equivalents consist of cash, bank deposits, other short-term cash-convertible investments with a maturity not exceeding three
months and drawn overdraft facilities. Drawn overdraft facilities are included in current borrowings in the statement of financial position.
Share capital and share premium
Ordinary shares are classified as equity. Costs that are directly related the issue of new shares or warrants are recognized after tax as a reduction of
the consideration received directly in equity.
Borrowings
Borrowings are initially recognized at fair value when cash is received. Transaction costs are deducted from the carrying amount. Borrowings are
classified as current, unless the company has the unconditional right to defer repayment for 12 months or more after the reporting date.
Income tax
Income tax presented in the income statement comprises both income tax payable and movements in deferred taxes. Deferred taxes are calculated
using the enacted tax rate applied to the temporary differences that exist between the carrying amount and the tax base of an asset or liability and
unused tax losses, if any, at the reporting date. Deferred tax assets from unused tax losses are recognized to the extent that it is probable that the
Group can utilize the tax losses against taxable profit in the future. Deferred tax assets and liabilities are presented net in the statement of financial
position.
Tax deductions through contributed group contributions (Norwegian konsernbidrag) and taxes on received group contributions are recognized as
a reduction of the cost of the investment in the subsidiary or recognized directly in equity and against income tax payable or deferred taxes in the
contributing and receiving entity, as applicable.
Deferred tax assets and liabilities are not discounted but recognized at nominal value.
Statement of cash flows
The statement of cash flows is presented according to the indirect method. Cash and cash equivalents include cash, bank deposits and other short-
term cash convertible investments.
Notes to the financial statements
PAGE 97
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
NOTE 3 Other operating expenses
2021 2020
(Amounts in NOK million)
Consultant services -11 -12
Other operating expenses -3 -3
Total operating expenses -14 -15
The company has no employees.
The Board of Directors received NOK 1 970 thousand in remuneration in 2021 (NOK 1 500 thousand in 2020). The remuneration to the Board
members is included in Other operating expenses.
The CEO, Chair of the Board of Directors, or any other related parties have not received any loans or guarantees.
Auditor's remuneration 2021 2020
(Amounts in NOK thousand)
Expensed auditor incl. VAT:
Statutory audit (including technical assistance - annual accounts) -2 026 -2 021
Other attestation and assurance services -56 -94
Total auditor's remuneration -2 082 -2 115
NOTE 4 Financial income and financial expenses
Financial income 2021 2020
(Amounts in NOK million)
Dividends from subsidiaries and Group contributions 0 19
Interest income from Group companies 65 65
Foreign exchange gain 193 322
Total financial income 259 407
Financial expenses 2021 2020
(Amounts in NOK million)
Interest expense to Group companies -3 -10
Interest expense financial institutions -97 -73
Foreign exchange loss -220 -296
Net gain derivatives unrealized 35 -41
Other financial expenses -17 -17
Total financial expenses -301 -437
Net financial items -42 -30
NOTE 5 Subsidiaries
The table below sets forth SATS ASA’s ownership interest in subsidiaries. The subsidiary is a holding company and owns shares in other subsidiaries
as described in its annual financial statement.
Ownership interests correspond to voting interest if not otherwise stated.
Subsidiaries
Business
office
Ownership
percentage Equity
Profit
after tax
Carrying
amount 2021
(Amounts in NOK million)
SATS Holding AB Stockholm 100% 1 578 229 2 606
Investment in a subsidiary is carried at cost.
Notes to the financial statements
PAGE 98
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
NOTE 6 Related parties
General
The following table presents an overview of transactions with related parties. Remuneration to executive staff and Board of Directors and share
capital information are presented in Note 3 Principles of consolidation and significant accounting policies and are not included in the following
overview:
Profit or loss items
Related party Relationship Type of services 2021 2020
(Amounts in NOK thousand)
Altor Shareholder of HFN Group AS Other expenses -15 -72
Total related party profit/loss items -15 -72
The amounts in the table above are presented within Other operating expenses.
Balance sheet items
Related party/type Relationship Financial statement line item 31.12.2021 31.12.2020
(Amounts in NOK thousand)
Financing through SATS ASA Subsidiaries Loans to Group companies 1 087 015 1 155 409
Group contribution Subsidiaries Receivables from Group companies 0 18 992
Cash pool Subsidiaries Borrowings from Group companies -9 915 -36 504
SATS Sportsclub Sweden AB Subsidiaries Investment program 233 76
SATS Finland OY Subsidiaries Investment program 84 25
Total related party balance sheet items 1 077 418 1 137 997
All transactions with related parties are priced at market conditions and there are no special conditions attached to them. Transactions with
subsidiaries have been eliminated in consolidated statements and do not represent transactions with related parties.
Impairment of intercompany loans
Under the general impairment model the parent company recognizes an allowance for expected credit losses for all intercompany loans.
Credit losses are measured based on the difference between all contractual cash flows that are due in accordance with the contract and all the cash
flows expected to be received, discounted at the original effective interest rate.
At initial recognition intercompany loans are assessed to be performing (stage 1), i.e., the subsidiary has low risk of default and a strong capacity
to meet contractual cash flows. The loss allowance recognized is based on expected credit losses that result from default events that are possible
within the next 12 months (12-month expected credit loss).
The parent company monitors the credit risk associated with intercompany loans to consider if there has been a significant increase in credit risk
since initial recognition. If there has been a significant increase in credit risk (underperforming loan), the loss allowance recognized is based on
expected credit losses resulting from all possible default events over the remaining life of the loan (lifetime expected credit loss). The definition of
default used in the model is when the counterparty fails to make contractual payments within 60 days of when they fall due.
To assess whether there is a significant increase in credit risk, management compares the risk of default occurring on the asset at the reporting date
with the risk of default as at the date of initial recognition. The parent company uses the following indicators in the assessment:
• An actual or expected significant change in the operating results of the subsidiaries since the loan was first recognized. This includes
assessments of whether there are any actual or expected declining revenues or margins, increasing operating risks, working capital deficiencies,
decreasing asset quality or increased balance sheet leverage that would result in a significant change in the subsidiaries ability to meet its debt
obligations.
• An actual or expected significant adverse change in the regulatory, economic or technological environment of the subsidiaries.
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the assessment. Regardless of the analysis
above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment. Loans are written off
when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan.
No loss allowance on intercompany loans was recognized as at 31 December 2021.
Notes to the financial statements
PAGE 99
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
NOTE 7 Cash and cash equivalents
31.12.2021 31.12.2020
(Amounts in NOK million)
Cash and cash equivalents 459 345
The maximum exposure to credit risk at the reporting date is the carrying value of cash and cash equivalent as disclosed above.
Please see Note 22 Financial risk factors for further information about the Group’s managing of credit risk. The company owns the Group’s cash pool
and the bank accounts of the Group entities that are part of the cash pool arrangement.
NOTE 8 Share capital
As at 31 December 2021, share capital amounts to NOK 366 million consisting of 172 246 142 ordinary shares at a face value of NOK 2.1250 per
share. Please see the consolidated financial statement, Note 19 Earnings per share, for further disclosures.
Overview of the shareholders as at 31 December 2021
Shareholder
Number of
ordinary shares
Ownership
percentage
Voting
percentage
TG Nordic Invest 51 500 971 29.9% 29.9%
AF III Holdco AS 41 556 415 24.1% 24.1%
Canica AS 12 558 497 7.3% 7.3%
SATS Management Invest AS 8 651 488 5.0% 5.0%
Maaseide Promotion AS 7 990 976 4.6% 4.6%
J.P. Morgan Bank Luxeembourg S.A. 2 631 952 1.5% 1.5%
Salt Value AS 2 186 865 1.3% 1.3%
Verdipapirfondet Eika Spar 2 177 272 1.3% 1.3%
Ingvarda AS 1 904 943 1.1% 1.1%
Verdipapirfondet Eika Norge 1 651 057 1.0% 1.0%
Folketrygdefondet 1 398 378 0.8% 0.8%
State Street Bank and Trust Comp 1 353 956 0.8% 0.8%
Funkybiz AS 1 100 000 0.6% 0.6%
Skandinaviska Enskilda Banken AB 1 038 541 0.6% 0.6%
SATS ASA 910 769 0.5% 0.5%
Skandinaviska Enskilda Banken AB: Fondita 2000+ Investment Fund 875 289 0.5% 0.5%
Avanza Bank AB 838 061 0.5% 0.5%
Skandinaviska Enskilda Banken AB: Fondita Nordic Small Cap Invt FD 832 500 0.5% 0.5%
C Worldwide Norge III 796 387 0.5% 0.5%
Skandinaviska Enskilda Banken AB: Norron Sicav - Target 769 392 0.4% 0.4%
Other shareholders 29 522 433 17.1% 17.1%
Total 172 246 142 100.0% 100.0%
All shares have been fully paid and have the same rights.
Shares in SATS Management Invest held by the Board of Directors and executive management:
Ownership
Executive management including CEO 32.90%
Equity
Share
capital
Share
premium
Other paid
in capital
Treasury
shares
Retained
earnings
(acc. losses)
Total
equity
(Amounts in NOK thousand)
Equity 1 January 2021 364 997 2 512 601 79 -18 623 -763 213 2 095 841
Capital increase 1 026 8 185 9 211
Proceeds from sale of treasury shares 1 655 1 655
Investment program 169 169
Profit/loss for det year -43 975 -43 975
Equity 31 December 2021 366 023 2 520 786 248 -16 968 -807 188 2 062 901
A reclassification between Share premium and Retained earnings of NOK 1 500 000 thousand is recognized as at 31 December 2020.
Notes to the financial statements
PAGE 100
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
NOTE 9 Borrowings
31.12.2021 31.12.2020
Overview of interest-bearing liabilities Current Non-current Current Non-current
(Amounts in NOK thousand)
Bank borrowings 10 2 083 9 1 928
Total interest-bearing liabilities 10 2 083 9 1 928
Please see the consolidated financial statement, Note 20 Borrowings, for further disclosures on borrowings.
Covenants, payment profile and effective interest rates
As at 31 December 2021 and 31 December 2020, covenant requirements were met. Information about existing financial covenant is disclosed in the
consolidated financial statement Note 27 Financial covenants.
The payment profile of the parent company is equal to the Group’s payment profile disclosed in notes the consolidated financial statement, Note 20
Borrowings.
Effective interest rates are disclosed in the consolidated financial statement, Note 20 Borrowings.
NOTE 10 Tax
Tax expense/income 2021 2020
(Amounts in NOK million)
Change in deferred tax assets 12 10
Total tax expense/income 12 10
Reconciliation of the nominal statutory tax rate to the effective tax rate: 2021 2020
Profit before tax -56 -45
Expected taxes at nominal tax rate of 22% 12 10
Income tax expense/income 12 10
Effective tax rate 22% 22%
Movement in deferred tax assets and deferred tax liabilities 31.12.2021 31.12.2020
Fair value financial instruments -1 -36
Amortized borrowing cost 9 12
Losses carried forward -91 -3
Basis deferred tax liabilities -83 -27
Carrying value deferred tax asset/tax liabilities -18 -6
Significant estimates
Deferred tax assets from unused tax losses are recognized to the extent that it is probable that Group can utilize the tax losses against taxable profit
in the future. Refer also to Note 10 Tax of the consolidated financial statements and the Board of Directors’ Report for further information.
NOTE 11 New IFRS standards
For information on effects from coming IFRS standards and interpretations, please see Note 28 New IFRS standards in the consolidated financial
statements.
NOTE 12 Events after the balance sheet date
SATS announced a successful private placement on 16 February 2022, through an allocation of 30.8 million new shares at a subscription price of
NOK 19.5 per share, with gross proceeds of NOK 600.6 million. The net proceeds from the private placement will predominately be used to ensure
sufficient strategic flexibility for the company to act on potential organic and in-organic growth opportunities in the short to medium term and to
ensure a more robust liquidity position in order to exploit opportunities in the longer run. In February 2022 the company signed an addendum to the
NOK 2500 million facility, extending the RCF with one year until September 2025.
The Board of Directors is not aware of any other events, besides the private placement, that occurred after the balance sheet date, or any new
information regarding existing matters, that could have a material effect on the 2021 consolidated financial statements.
Notes to the financial statements
PAGE 101
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
NOTE 13 Financial risk factors
Overview
Through its activities, the Group will be exposed to different types of financial risks: market risk, credit risk and liquidity risk.
The company’s overall risk management plan is to ensure the ongoing liquidity in the Group, defined as to be able to meet its obligations at any time.
The risk management strategy focuses on the uncertainty inherent in capital markets and intends to minimize potential negative effects on the
financial results of the company by use of both natural hedges and derivatives to economically hedge certain risks. The overall focus also includes
being able to meet the financial covenants related to the Group’s borrowings.
Risk management of the company is maintained by a central finance function in accordance with the guidelines approved by the Board. The Group’s
finance function identifies, measures, mitigates and reports on financial risks in close cooperation with the various operating units exposed to
different types of financial risks:
Liquidity risk
The company focuses on maintaining a prudent and sufficient liquidity position through an appropriate financing structure. Management considers
the company’s liquidity position to be strong.
Credit Risk
The exposure to credit risk is represented by the carrying amount of each class of financial assets, primarily intercompany loans to subsidiaries.
SATS ASA manages the credit risk by continuously monitoring forecasted, cash balances and actual cash flows in all of its subsidiaries. Non-current
intercompany receivables are related to funding of subsidiaries and have a maturity profile matching the external debt maturities, see Note 20
Borrowings in the consolidated financial statements for details.
Cash flows and market interest rates
Interest rates on bank deposits and loan assets have a maturity of less than 12 months. The company does not have significant interest-bearing
financial assets, and the company’s cash inflows and outflows are therefore independent of changes in market interest rates.
Interest rate risk arises on issuing long-term debt. The company has entered into interest rate swaps related to its borrowings in order to minimize
interest rate risk.
Fair value measurement
Fair value of financial instruments that are traded in active markets (such as securities that are available for sale or held for trading) are based on the
observable market price at the reporting date. For financial assets, the bid price is used. For financial liabilities, the ask price is used. Fair value of
interest rate swaps is calculated as the present value of estimated future cash flows. Fair value of foreign exchange forward contracts is calculated
based on observable market forward rates at the reporting date.
The company’s risk management policies and procedures are reviewed regularly to take into account changes in the market and both the company’s
and the Group’s activities. For a thorough description of management’s financial risk management policies, please see Note 24 Financial instruments
of the consolidated financial statements.
Derivatives
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedging
criteria, they are classified as ‘held for trading’ for accounting purposes below. The Group has the following derivative financial instruments:
31.12.2021 31.12.2020
(Amounts in NOK million)
Non-current liabilities
Interest rate swap contracts 1 36
Total non-current derivative financial instrument liabilities 1 36
Derivatives are classified as held for trading and accounted for at fair value through profit or loss unless they are designated as hedges. They are
presented as current assets or liabilities if they are expected to be settled within 12 months after the end of the reporting period.
Foreign exchange risk
For risk management purposes, management has identified three types of exchange exposures:
• Effect on covenant from profit after tax in foreign currency
• Internal loans in foreign currency
• Borrowings in foreign currency
As an international group, SATS is exposed to the risk associated with converting the currency related to legal entities with a functional currency
different from the Group’s presentation currency. Such translation exposure does not yield an immediate result on the cash flow. It can still affect the
Group’s financial covenant and is therefore closely monitored. Exposure of foreign subsidiaries’ equity is partly naturally hedged through borrowings
in corresponding currency.
The Group’s business model is such that the subsidiaries’ sales and operating expenses are incurred in local currency, reducing the exposure to
foreign exchange rate fluctuations in the profit or loss. The net of those cash flows are meant to be able to cover the borrowings in local currency,
reducing the exposure related to borrowings in local currency due to changes in the foreign exchange rates.
Please see Note 23 Financial instruments in the consolidated financial statement for further disclosures.
Notes to the financial statements
PAGE 102
BROWSE ADJUST SEARCH
Letter from the CEO
Launch of Mentra by SATS
Sustainability highlights 2021
The Board of Directors
Auditor’s report
This is SATS
Management
Notes to the consolidated financial
statements
Definitions
Responsibility statement
Notes to the financial statements
At a glance
COVID-19 business impact
Shareholder information
Consolidated financial statements
Appendix
Board of Directors’ report
Financial statements parent
company
Where we operate
Corporate governance
Alternative performance measures
CONTENTS
2221002 • BOLT.as
Investor Relations Contacts
Cecilie Elde
CFO
+47 92 41 41 95
Martin Stenshall
Investor Relations
+47 47 33 83 31
-
SATS ASA
Telefon +47 23 30 70 00
www.satsgroup.com
SATS ASA © 2022