Goodwill arising on acquisition142 928124 345103 108434 493
Total acquisition cost172 715143 714142 958664 209
Net cash acquired with the subsidiary2 5005 64513 57316 020
Cash paid122 97063 441142 958614 828
Net cash outflow125 45369 087156 531630 849
Contingent payment51 69486 3570200 503
Deferred payment
Revenue for the year22 5944 32016 89372 903
Revenue for the period before acquisition11 0992 55313 87349 114
Revenue contribution to the Visma Group11 4961 7663 02023 788
Profit for the year3 387(10 216)3 265(21 347)
Profit for the period before acquisition5 199(5 812)3 594(8 073)
Profit contribution to the Visma Group(1 812)(4 404)(329)(13 274)
The goodwill arising on these acquisitions are attributable to the anticipated profitability of the operations and to the anticipated synergies. Goodwill arising on the acquisitions is usually not tax deductible. For further
comments on goodwill arising from acquisitions, please see Note 4. Contingent payments dependent on future financial results and estimated based on current trading, budgets and forecasts, typically paid over a 1 - 5 year
period post acquisition. Generally, these contigent considerations are calulated according to a formula based on future revenue and ebitda performance of the acquired enitity. Contingen payments are considered at the best
estimate given the avialable information at the balance sheet date.
*Other acqusitions include 39 companies Visma group acquired during 2022 and presented aggregated as they individually are not considered significant.
The aggregated fair value of identifiable assets and liabilities and the goodwill arising at the date of acquisition for material transactions are:
CONSOLIDATED 2022
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Note 1 – Continued
(EUR 1,000)Holded Technologies SLOther*
Non current assets3 47436 893
Current assets35027 439
Cash and cash equivalents10 26839 759
Assets14 092104 090
Non current liabilities1 14018 511
Current liabilities4 03962 326
Liabilities5 17880 837
Fair value of net assets (before PPA)8 91423 254
Non-controlling interests0(1 582)
Minority interests00
Technology14 689118 848
Contracts and customer relationship arising on acquisition10 395123 820
Trademark6 100657
Deferred tax liability(7 796)(57 770)
Fair value of net assets32 302207 228
Goodwill arising on acquisition175 590316 667
Total acquisition cost207 891523 895
Net cash acquired with the subsidiary(10 268)(39 759)
Cash paid120 000537 466
Net cash outflow109 732497 708
Contingent payment71 270150 133
Deferred payment6 245
Revenue for the year5 432142 206
Revenue for the period before acquisition1 94452 674
Revenue contribution to the Visma Group3 48889 532
Profit for the year(9 835)(3 869)
Profit for the period before acquisition(3 851)3 669
Profit contribution to the Visma Group(5 984)(7 538)
*Other acqusitions include 41 companies Visma group acquired during 2021 and presented aggregated as they
individually are not considered significant.
CONSOLIDATED 2021
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Acquisitions after the balance sheet date.
Visma group has acquired 7 companies after the balance sheet date with an aggregated cost price of TEUR
103 308. They are presented aggregated as they individually are not considered significant.
Note 2 – Segment and disaggregated revenue information
Visma reports its business through three core business areas; Small Business, Medium & Large Enterprise
and Public. Group HQ is reported as other. These aggregations has its basis in similar characteristics, the
nature of products, services and the type and class of customers. The segments has been changed in 2022,
as a consequence of how the business areas are managed.
The small business segment consists of business units primarily selling software targeted at small and
medium sized customers, typically with 0-50 employees. In this segment, a major focus is accounting and
payroll solutions enabling entrepreneurs to manage their business, either themselves or in close collabo-
ration with an accounting office.
Medium and Large Enterprises typically have more complex needs than the small business segment. Around
the accounting and payroll core systems, there is an ecosystem of solutions that these companies use to
manage their business critical processes, ranging from vertical specific solutions to invoice lifecycle manage-
ment. Visma deliver standardized solutions in this segment, often with some possibility for configuration
to cater to the customer’s complex needs.
In the Public segment, Visma delivers mission critical software to the public sector. In addition to accounting
and payroll solutions, Visma has a wide product lineup of administrative specialist systems with a particular
focus on standardized software for local governments.
Transfer prices between segments are set at an arm’s length basis in a manner similar to transactions with
third parties. The measurement basis of segments profit is Net operating income. Deferred tax assets,
pension assets and non-current financial assets are not allocated to the segments.
Summarised financial information concerning each of the Company’s reportable business segments is as
follows:
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OPERATING SEGMENTS
2022
(EUR 1,000)Small business
Medium &
Large EnterprisePublicOtherTOTAL
REVENUES
Total segment revenues693 992867 603573 512294 9182 430 024
Internal revenues29 31956 2997 358280 573373 550
External revenue on each group of similar products and services
The expected credit loss provisions is estimated based on historically incurred losses or events. The Group’s accounts receivable which have been due for more than 180 days, excluding VAT, amount to TEUR 7 783
(TEUR 7 563 in 2021). Credit days varies between 15 and 30 days. There were no material individual items. The company considers the provision for expected credit loss to be adequate.
Unsatisfied performance obligations
EUR (1,000)20222021
Within one year196 457244 522
More than one year80 79250 519
Total277 249295 041
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Note 7 – Other current and long-term receivables
Note 8 – Other operating expenses
OTHER CURRENT RECEIVABLES
(EUR 1,000)Note20222021
Prepaid expenses46 71326 587
Prepaid taxes7632 102
Financial assets3 7053 109
Vendor loan note*57 4770
Other current receivables29 15822 864
Total other current receivables137 81654 663
(EUR 1,000)20222021
Office expenses excl. leasing42 63529 022
Telecom and IT57 16140 113
Travel expenses9 7663 020
Car expenses 4 0362 896
Marketing activities70 79247 566
Audit, lawyers' fees and other consulting services57 10348 417
Bad debts2 8793 400
Total other operating expenses244 372174 435
Note 9 – Financial income and expenses
CONSOLIDATED
(EUR 1,000)20222021
Financial income include:
Dividend/transfer from investments01 013
Other interest income5 994710
Financial income on contingent consideration related to business
combinations
88 56318 160
Other financial income3 9152 459
Total financial income98 47122 341
Financial expenses include:
Interest expense103 38189 828
Interest expense on the lease liability9 0168 912
Adjustement lease expense on the lease liability**(7 509)0
Amortisiation funding fees1 488616
Foreign exchange losses*6 3702 999
Financial expense on contingent consideration related to business
combinations
39 81328 169
Other financial expenses2 6402 400
Total financial expenses155 199132 923
*Foreign exchange gains and losses are in all material respects associated with intercompany items that
represent foreign exchange risk for the Group that is not considered part of a net investment
**Please see note 18 for specification
OTHER LONG TERM RECEIVABLES
(EUR 1,000)Note20222021
Vendor loan note*056 540
Net investment in subleases187 5551 794
Other long-term receivables4 7753 174
Total other long-term receivables12 33061 509
*in 2016, Visma sold its BPO division. Part of the purchase price was paid in kind through the issuance of a NOK
400m Vendor Loan Note accruing 7 % interest and recognized in the balance sheet under other current
receivables for 2022. Maturity date of the Vendor Loan Note is December 2023.
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DEFERRED TAX AND DEFERRED
TAX ASSETS
Consolidated statement of
financial position
20222021
Current assets/liabilities24 188(2 356)
Fixed assets/long term liabilities282 230277 834
Tax losses carried forward(8 257)(1 334)
Net deferred tax liability / (asset)*298 161274 144
Reflected in the statement of financial
position as follows:
Deferred tax asset13 0149 318
Deferred tax liability311 175283 462
Net deferred tax liability / (asset)298 161274 144
20222021
Deferred tax opening balance274 143264 489
Changes due to acquisitions85 32362 427
Currency effects(10 993)(19 987)
Changes due to disposals(8 431)0
Taken to other comprehensive income
including currency effects
17 7025 431
Taken to profit and loss(59 583)(38 217)
Deferred tax closing balance298 162274 143
Change in deferred tax in the statement of financial position includes
deferred tax assets/liabilities related to changes taken directly to equity
and acquisitions and disposals of companies that have not been recognized
through profit and loss.
Consolidated statement of
profit or loss
20222021
(26 544)(3 437)
(22 259)(32 337)
6 923891
(41 881)(34 883)
20222021
Ordinary profit before tax from continuing operations 186 58377 260
Profit/(loss) before tax from a discontinued operation 592 32129 665
Ordinary profit before tax778 904106 925
22 % tax on ordinary profit before tax171 35923 524
Adjustments in respect of current income tax of previous years**(698)5 470
Permanent differences(137 791)(4 636)
Different tax rate in group companies(6 829)(4 697)
Change in tax rates*(12)761
Loss (profit) from associated company00
Non taxable dividend received0(223)
Recognised previous unrecognised tax loss(3 620)0
Effects of disallowed interest cost**8 7824 577
Other differences (592)928
Tax expense30 59725 703
Income tax expense reported in the statement of profit or loss 25 86719 460
Income tax attributable to a discontinued operation 4 7306 243
Effective tax rate from continuing operations13,9 %25,2 %
*No change in next year's tax rates
Consolidated statement of other comprehensive income (loss)20222021
Net gain (loss) on financial hedging instruments17 7025 431
Deferred tax charged to OCI17 7025 431
Below is an explanation of why the tax expense for the year does not make up 22% of the pre-tax profit,
22% is the tax rate of the parent company Visma AS.
Note 10 – Income tax
The major components of income tax expense for the years ended 31 December 2022 and 2021 are:
(EUR 1,000)20222021
Consolidated statement of profit and loss
Current income tax charge 85 45059 775
Changes in deferred taxes(59 583)(40 314)
Income tax expense reported in the statement of profit or loss25 86719 460
**The Group has EUR 127 165 thousand of disallowed interest deduction carried forward. These interest expenses
are relate to a the interest limitation legislation and Earnings stripping rules in Norway and the Netherlands which
became effective from 1 January 2019. EUR 18 170 thousand, EUR 30 230 and EUR 16 513 thousand expire in 8
years, 9 years and 10 years respectively. EUR 62 251 thousand can be carried forward indefinitely to future years.
The disallowed interest may not be used to offset taxable income elsewhere in the Group. Visma neither have any
taxable temporary difference nor any tax planning opportunities available that could partly support the recognition
of the disallowed interest deductions as deferred tax assets. On this basis, Visma has determined that it cannot
recognise deferred tax assets on the disallowed interest carried forward.
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Note 11 – Related party disclosuresNote 12 - Bank deposits and loans
Key managment personnel of the group:
Reference is made to Note 16 for information about compensation of key management personnel of the
group.
The ultimate parent
There were no transactions between the Visma group and Vanahall Holdco S.à.r.l during the financial year.
Terms and conditions of transactions with related parties
The sales to and purchases from related parties are made at terms equivalent to those that prevail in arm’s
length transactions. Outstanding balances at the year-end are unsecured, interest free and settlement
occurs in cash.
There have been no guarantees provided or received for any related party receivables or payables. For
the year ended 31 December 2022, the Group has not recorded any impairment of receivables relating to
amounts owed by related parties. This assessment is undertaken each financial year through examining the
financial position of the related party and the market in which the related party operates.
The consolidated accounts include cash and bank deposits of TEUR 1 071 512 (TEUR 958 114 in 2021).
Of this, restricted cash amounts to TEUR 12 093 (TEUR 11 734 in 2021). Restricted cash is primarily related
to employee withholding taxes and rental deposits.
Cash held on behalf of clients amounted to TEUR 70 931 in 2022, and is carried at net amount, as it does
not confer a right that has the potential to produce economic benefits to the reporting entity.
Group account facilities
Visma Treasury AS has a group facility with Danske Bank, in which all units in the Nordics and Netherlands
participate. The group account facility has been established to promote optimal cash flow management
and transactions were made on terms equivalent to those that prevail in arm’s lenght transactions. In the
agreement with Danske Bank, a cash-pool agreement is included were all affiliated entities accounts are
zero-balanced. A tool for cash management and interest simplifies the financial control of the groups cap-
ital. The agreement gives an opportunity to enter limit appertaining to an entities account, which gives
detailed control on unit level.
Interest bearing loans
Senior facility loans are nominated in NOK, SEK, EUR and DKK.
Compliance certificates is established on the Visma Group level. The Group debt facilties have four cove-
nants: Leverage Ratio, Interest Cover Ratio, Equity Ratio and Debt Cover Ration. There were no breach of
these covenants in 2022. The group is expected to pass all covenant-hurdles in the future.
Total liabilities from financing activities2 921 496(61 815)(61 669)(111 407)59 4522 746 056
The ‘Other’ column includes the effect of reclassification of non-current portion of interest-bearing loans and borrowings, as well as new lease contracts
CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
1 January 2021Cash FlowsForeign exchange movementChanges in fair valuesOther31 December 2021
Short-term interest bearing bank loans9 966(9 921)(45)09 7569 756
Revolving credit facility(0)00000
Long term interest bearing loans and borrowings2 389 270291 22524 5360(9 756)2 695 274
*The Group has NOK 682 497 thousand of disallowed interest deduction carried forward. These inter-
est expenses are relate to a the interest limitation legislation in Norway which became effective from 1
January 2019, NOK 508.875 thousand and NOK 173 622 thousand expire in 9 years and 10 years respec-
tively, and may not be used to offset taxable income elsewhere in the Group. Visma AS neither have any
taxable temporary difference nor any tax planning opportunities available that could partly support the
recognition of the disallowed interest deductions as deferred tax assets. On this basis, the Visma has
determined that it cannot recognise deferred tax assets on the tax losses carried forward.
Explanation of why the tax expense for the year does not make up 22% of the pre-tax profit
(NOK 1,000)20222021
Ordinary profit before tax4 283 7984 769 283
22% tax on ordinary profit before tax942 4361 049 242
Permanent differences(823 981)(877 330)
Non taxable dividen received from foreign subsidiaries00
Disallowed interest carried forward38 19711 673
Tax expense156 652183 586
Effective tax rate3,66%3,85%
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Note 6 – Movement in equity
VISMA AS
(NOK 1,000)Paid-in share capitalShare premium
reserve
Other paid-in capitalRetained earningsTotal equity
Equity as at 01.01.2022200 0005 080 289882 1132 972 2079 134 609
Adjustment 01.01.2022 Group Contribution(3 059)(3 059)
Profit (loss) for the period4 128 4514 128 451
Repayment of share premium reserve(374 989)(374 989)
Equity as at 31.12.2022200 0004 705 300882 1137 097 60012 885 013
For further information regarding share capital, shareholder isssues and shares owned by the board and executive employees, see note 14 in the consolidated accounts.
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Note 7 – Related party disclosures
VISMA AS
Vanahall ASRegistered officeHolding %
**
Book value
***
Visma AS*Oslo100,00%20 011 759 788
Visma AS
Visma Danmark Holding A/S *Copenhagen100,00%794 960 997
Visma Romania Holding SRL *Sibiu100,00%135 703 495
Visma Finland Holding OY *Helsinki100,00%244 789 512
Visma Nederland Holding BV *Amsterdam100,00%6 706 029 778
Visma Norge Holding AS *Oslo100,00%7 404 767 244
Visma Sverige Holding AB *Växjö100,00%6 080 187
Visma International Holding AS*Oslo100,00%3 022 253 183