Lemonsoft Oyj starts share buyback programme

Lemonsoft Oyj | Company Release | October 04, 2024 at 16:00:00 EEST

Based on the authorisation given by the Annual General Meeting on 9 April 2024, the Board of Directors of Lemonsoft Oyj has decided to start a share buyback programme. The maximum number of shares to be repurchased is 300,000, which corresponds to approximately 1.6% of the company’s shares. However, the amount used for repurchasing shares will be at most EUR 2,000,000.

The shares will be acquired otherwise than in proportion to the shareholdings of the shareholders, by public trading at the market price at the time of acquisition on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd. The share buyback programme will commence on 7 October 2024 at the earliest and end on the date of 2025 annual general meeting at the latest. The repurchase of the company’s shares will be paid for with the company’s distributable unrestricted equity.

The purpose of the company's share buyback is to develop the company’s capital structure and use the shares as part of the company’s share-based incentive schemes, acquisitions, or for other purposes determined by the board.

Lemonsoft Oyj has a total of 18,671,632 shares and votes. Currently, Lemonsoft Oyj doesn’t hold its own shares.

Inside information: Lemonsoft’s CEO changes

Lemonsoft Oyj | Inside information | September 25, 2024 at 10:00:00 EEST

Lemonsoft Oyj’s Board of Directors has nominated Alpo Luostarinen, M.Sc. (Econ.), as the company’s new CEO as of September 25, 2024. Luostarinen has served the company since 2021 and has acted as Director responsible for mergers and acquisitions as well as investor relations. Prior to this, he has been in several positions in M&A, financing and management consulting in various organizations.

Lemonsoft’s founder Kari Joki-Hollanti has acted as the company’s Interim CEO since March 2024. Joki-Hollanti will continue as Lemonsoft’s Development Director and Board member as of 25.9.2024, continuing to focus on developing the competitiveness of Lemonsoft’s product family.

"Alpo Luostarinen has been responsible for i.a. acquisitions and as a member of the management team has been involved in the development of the company's key operations. In addition, he has played a significant role in the development of Lemonsoft as a listed company and has successfully lead the company's investor relations. The board believes that Alpo Luostarinen is the right person to lead Lemonsoft in its next phase of growth," says Christoffer Häggblom, Chairman of the Board of Lemonsoft Oyj.

"On behalf of the entire board, I would also like to thank Kari Joki-Hollanti for his contribution as the company's interim CEO," continues Häggblom.

Lemonsoft Oyj
Board of Directors

Change in Lemonsoft’s management team

Lemonsoft Oyj | Company Release | August 20, 2024 at 16:00:00 EEST

Lemonsoft Oyj’s Chief Delivery Office and member of the management team Riku Åkerblom will leave his role and position in Lemonsoft’s management team on August 20, 2024.

The updated management team consists of the following people and roles:

Kari Joki-Hollanti, Interim CEO
Mari Erkkilä, Chief Financial Officer
Pauli Siirtola, Director, Product management
Alpo Luostarinen, Director, M&A and Investor Relations
Tuomas Koivisto, Chief Commercial Officer

Lemonsoft Oyj’s Half Year Report for 1 January – 30 June 2024 (unaudited) – Organic growth turned positive

Lemonsoft Oyj | Company Release | August 08, 2024 at 10:00:00 EEST

APRIL – JUNE 2024, IFRS

  • Net sales increased 14.0% and were EUR 7,027 thousand (6,163)
  • EBITDA was EUR 1,578 thousand (1,487), 22.5% (24.1) of net sales
  • Adjusted EBITDA was EUR 1,592 thousand (1,701), 22.7% (27.6) of net sales
  • EBIT was EUR 1,153 thousand (1,191), 16.4% (19.3) of net sales
  • Adjusted EBIT was EUR 1,343 thousand (1,527), 19.1% (24.8) of net sales
  • Profit of the review period was EUR 739 thousand (998), 10.5% (16.2) of net sales

JANUARY – JUNE 2024, IFRS

  • Net sales increased 15.3% and were EUR 13,924 thousand (12,082)
  • EBITDA was EUR 2,976 thousand (3,099), 21.4% (25.7) of net sales
  • Adjusted EBITDA was EUR 2,992 thousand (3,320), 21.5% (27.5) of net sales
  • EBIT was EUR 2,095 thousand (2,552), 15.0% (21.1) of net sales
  • Adjusted EBIT was EUR 2,462 thousand (2,991), 17.7% (24.8) of net sales
  • Profit of the review period was EUR 1,336 thousand (1,947), 9.6% (16.1) of net sales

Key Figures, IFRS

EUR 1,0004-6/20244-6/2023Change1-6/20241-6/2023Change1-12/2023
Net sales7,0276,16314.0 %13,92412,08215.3 %26,344
SaaS5,0134,6358.1 %9,9669,1419.0 %19,146
Transaction84842898.0 %1,615715126.0 %2,265
Consulting and other1,1651,1005.9 %2,3442,2265.3 %4,933
Gross margin*6,0815,34213.8 %11,97810,50514.0 %22,792
Gross margin, % of net sales86.5 %86.7 %86.0 %87.0 %86.5 %
EBITDA1,5781,4876.1 %2,9763,099-4.0 %8,215
EBITDA, % of net sales22.5 %24.1 %21.4 %25.7 %31.2 %
Adjusted EBITDA1,5921,701-6.4 %2,9923,320-9.9 %7,951
Adjusted EBITDA, % of net sales22.7 %27.6 %21.5 %27.5 %30.2 %
EBIT1,1531,191-3.2 %2,0952,552-17.9 %6,890
EBIT, % of net sales16.4 %19.3 %15.0 %21.1 %26.2 %
Adjusted EBIT1,3431,527-12.1 %2,4622,991-17.7 %7,195
Adjusted EBIT, % of net sales19.1 %24.8 %17.7 %24.8 %27.3 %
Profit (Loss) of the period739998-25.9 %1,3361,947-31.4 %5,349
Profit (Loss) of the period, % of net sales10.5 %16.2 %9.6 %16.1 %20.3 %
Equity ratio, %63.3 %56.1 %63.3 %56.1 %61.9 %
Net debt2,4591,33783.9 %2,4591,33783.9 %1,010
Gearing, %8.4 %5.0 %8.4 %5.0 %3.3 %
Earnings per share (EPS)0.040.05-23.5 %0.080.10-26.7 %0.29
Return on invested capital, % (ROIC)3.2 %3.3 %5.9 %7.1 %18.1 %
Return on equity, % (ROE)2.5 %3.7 %4.5 %7.3 %
%
18.9 %
Number of employees at the end of the period2202200.0 %2202200.0 %208
Outstanding shares at the end of the period18,579,99118,562,00518,579,99118,562,00518,562,005
Average outstanding shares during the period18,579,99118,546,01418,570,99818,493,82418,527,914

*The calculation of key figures has been changed for other operating income and the comparison periods have been changed accordingly.

Interim CEO Kari Joki-Hollanti

During the second quarter of the year, we have taken several steps forward in our business. Our net sales were 7.0 M€, the growth in net sales was 14% and the organic growth in net sales was 1.4%. Adjusted EBIT was 1.3 M€ and the adjusted EBIT margin was 19.1%. Although the organic growth could be greater, we are on the right course. We expect profitability to develop in a positive direction during the second half of the fiscal year.

We have launched several new products to the market, one of which is shift planning software Rosteri, designed to serve shift planning needs regardless of the customer's industry sector. For manufacturing customers, Rosteri provides tools for e.g. production machine resourcing and capacity planning. During the second quarter we have also launched our subsidiary Finvoicer‘s invoice lifecycle-management services to Lemonsoft customers in an easily usable format.

We completed two acquisitions right after the end of the review period. Atmotics Oy’s product Spotilla provides us with a modern maintenance and field service management solution. Many of our customers have needs for maintenance and field service management not just in their own businesses, but also for providing after-sales services to their customers. With Spotilla’s modern software we can offer a more comprehensive package of solutions to maintenance and field service management. Applirent complements our existing solutions with rental and fleet management solutions. Applirent has approximately 100 customers in the SME sector, which mainly serve manufacturing and construction industries in their own businesses. We are reinforcing Applirent’s rental business focused solution with Lemonsoft’s ERP solutions and Finvoicer’s invoice lifecycle solutions. Along with Spotilla's and Applirent's teams we gained high-level expertise to serve Lemonsoft’s key customers in wholesale and industrial manufacturing.

After several acquisitions, we have invested to our personnel team spirit. In June, we organized an off-site summer event for the entire personnel and also increased the time that teams are spending together. We have combined several business premises in Turku, Tampere, Helsinki and Oulu and improved our personnel benefits based on the wishes of the personnel. These following actions and improvements have affected positively in our employee satisfaction measurements. The foundation for our growth and customer satisfaction is built by our personnel, whose well-being we strive to invest in also in the future.

We have initiated significant measures to boost our sales and marketing. The Group’s sales and marketing functions are combined as one and cross-selling is part of our ordinary sales. We have also strengthened our sales and marketing operations with new recruits. We are currently systematically developing the beginning of the customer journey from attracting new customers all the way to deployment, while also improving collaboration between sales and marketing functions. Customers are still cautious in ERP procurement and decisions are being postponed, but I believe that demand will recover towards the end of the year.

Group Financial Development

Group financial result and profitability

April – June 2024
Net sales for the review period were EUR 7,027 thousand (6,163). Net sales increased by EUR 864 thousand, 14.0%. Organic growth of the review period was 1.4%, but organic growth of the recurring revenue was clearly higher than this. Consulting and other income remained at the lower level than in the comparison period. Net sales increased mainly due to the acquisition of Finvoicer Group Oy (2023), whose net sales were not included in the comparison period in April and May.

The share of SaaS income was 71.3% (75.2), the share of transaction income 12.1% (6.9), and consulting and other income 16.6% (17.8).

EBITDA was EUR 1,578 thousand (1,487), 22.5% (24.1) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 1,592 thousand (1,701), 22.7% (27.6) of net sales. EBITDA and adjusted EBITDA were lower than the comparison period due to the timing of certain development projects.

EBIT was EUR 1,153 thousand (1,191), 16.4% (19.3) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 1,343 thousand (1,527), 19.1% (24.8) of net sales. EBIT and adjusted EBIT were lower than the comparison period due to the timing of certain development projects.

Profit for the review period was EUR 739 thousand (998), 10.5% (16.2) of net sales.

Cash flow from operating activities was EUR 1,102 thousand (783).

January – June 2024
Net sales for the review period were EUR 13,924 thousand (12,082). Net sales increased by EUR 1,843 thousand, 15.3%. Organic growth of the review period was 0.2%, but organic growth of the recurring revenue was clearly higher than this. Consulting and other income remained at the lower level than in the comparison period. Net sales increased mainly due to the acquisition of Finvoicer Group Oy (2023), whose net sales were not included in the comparison period in January – May.

The share of SaaS income was 71.6% (75.7), the share of transaction income 11.6% (5.9), and consulting and other income 16.8% (18.4).

EBITDA was EUR 2,976 thousand (3,099), 21.4% (25.7) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 2,992 thousand (3,320), 21.5% (27.5) of net sales. EBITDA and adjusted EBITDA were lower than the comparison period due to the timing of certain development projects and termination agreement with the CEO.

EBIT was EUR 2,095 thousand (2,552), 15.0% (21.1) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 2,462 thousand (2,991), 17.7% (24.8) of net sales. EBIT and adjusted EBIT were lower than the comparison period due to the timing of certain development projects and termination agreement with the CEO.

Profit for the review period was EUR 1,336 thousand (1,947), 9.6% (16.1) of net sales.

Cash flow from operating activities was EUR 2,679 thousand (2,261).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 45,884 thousand (48,885 at the end of the year 2023).

The Group has capitalized development expenses of EUR 428 thousand during the year 2024 (973 thousand during the comparison period 2023). At the end of the review period, the Group's balance sheet included capitalized development expenses totaling EUR 2,569 thousand (2,352 at the end of the year 2023).

Total equity was EUR 29,174 thousand (30,422 at the end of the year 2023), equity decreased EUR 1,247 thousand due to the dividend payment.

Equity ratio was 63.3% (61.9 at the end of the year 2023) and interest-bearing debt was EUR 7,831 thousand (8,399 at the end of the year 2023).

Cash and cash equivalents at the end of the review period were EUR 5,372 thousand (7,389 at the end of the year 2023).

Personnel

The Group’s number of employees was 220 (220) on 30 June 2024. We reported our Group personnel as follows:

  • R&D 99 employees
  • Customer functions 108 employees
  • Other functions, a total of 13 employees

Share-based incentive plan

The Board of Directors of Lemonsoft Oyj has established a new share-based incentive plan for the key employees of the company. The aim of the new plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long-term, to encourage the management to personally invest in the company’s shares, to retain the target group at the company, and to offer them a competitive incentive plan in which the participants may earn shares as a reward for performance and their personal investment.

The new Performance Matching Share Plan 2024 – 2028 includes three performance periods, covering financial years 2024 – 2026, 2025 – 2027 and 2026 – 2028. The Board will decide annually on the commencement and details of a performance period. The prerequisite for participation in the plan and receiving the reward is that the person allocates freely transferable Lemonsoft Oyj shares held by him or her to the plan or acquires the company’s shares in a number determined by the Board.

The rewards from the plan will be paid partly in the company’s shares and partly in cash. The rewards will be paid by the end of May in the year following the end of the performance period. The cash proportion is intended for covering taxes and tax-related costs arising from the reward to the participant. In general, no reward will be paid if a participant’s employment or service in the group ends before the reward payment.

The performance criterion in the first performance period 2024 – 2026 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan consists of 4 persons (the CEO and three members of the Management Team). The gross rewards from the first performance period 2024 – 2026 correspond to the value of an approximate maximum total of 77,000 Lemonsoft Oyj shares, including the proportion to be paid in cash. The final number of shares depends on the number of shares acquired by participants and the achievement of the TSR levels. The reward to be paid on the basis of Plan will be capped if the limits set by the Board for the payable reward from the performance period 2024 – 2026 are exceeded.

Shares and shareholders

Share capital and number of shares
The company has one series of shares, and all shares have equal rights. At the end of the review period, Lemonsoft Oyj’s share capital consisted of 18,579,911 (18,562,005) shares. The average number of outstanding shares during the review period April – June was 18,579,991 (18,546,014).

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period April – June, the highest share price was EUR 6.78 and the lowest EUR 5.38. The closing price on 30 June 2024 was EUR 6.35. The market value of the company at the closing price of the review period was approximately EUR 118.0 million. Average daily trading volume during the review period was 24,944 shares (EUR 141,494).

On 30 June 2024, the company had a total of 2,439 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/osakkeenomistajat/.

Authorizations of the Board of Directors
Lemonsoft Oyj has decided in its Annual General Meeting on 9 April 2024 to authorize the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:

  • By virtue of the authorization, the Board of Directors is authorized to decide on the repurchase of a maximum of 1,800,000 of the company’s own shares. The proposed maximum number of shares to be repurchased corresponds to approximately 9.7% of the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.
  • The company’s own shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders (directed repurchase).
  • The company’s own shares can be repurchased at the Nasdaq First North Growth Market Finland marketplace or outside of the marketplace.
  • Own shares can be repurchased at a price formed on First North Growth Market Finland on the date of the repurchase or at a price otherwise determined by the markets.
  • The shares shall be repurchased using the company’s unrestricted equity.
  • The shares shall be repurchased for the purpose of financing or carrying out acquisitions or other arrangements, to implement the company’s incentive schemes, to develop the company’s capital structure, or for other purposes as decided by the Board of Directors.
  • The Board of Directors shall decide on the other conditions related to the repurchase of the company’s own shares.

The authorization is valid until the 2025 Annual General Meeting, but not beyond 30 June 2025. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 4 April 2023 regarding the repurchase of a maximum of 1,800,000 of the company’s own shares.

The Annual General Meeting authorized the Board to decide on an ordinary or bonus issue of shares and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments:

  • This issue may total a maximum of 2,000,000 shares corresponding to a maximum of approximately 10.8% of all shares of the company. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to fund or complete acquisitions or other business transactions, for offering share-based incentive schemes, to develop the company’s capital structure, or for other purposes decided by the Board of Directors.
  • The authorization entitles the Board of Directors to resolve on all conditions of the issuance of shares and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive right.

The authorization is in force until the next Annual General Meeting; however, no longer than until 30 June 2025, and it replaces the previous authorizations.

Lemonsoft Oyj's Board of Directors has decided on February 15, 2024 directed share issue and deviation from the shareholders' preemptive right based on the authorization given by the Annual General Meeting on 4 April 2023.The share issue is related to the acquisition of Finvoicer Group Oy, which Lemonsoft announced on June 1, 2023. New shares a total of 17,986 (112 thousand euros) were registered in the trade register on April 15, 2024. As a result of the share issue, the total number of Lemonsoft Oyj’s outstanding shares increased to 18,579,991 shares.

Lemonsoft Oyj's Board of Directors has decided on June 29, 2024 directed share issue and deviation from the shareholders' preemptive right based on the authorization given by the Annual General Meeting on 9 April 2024.The share issue is related to the acquisition of Applirent Oy, which Lemonsoft announced on July 1, 2024. New shares a total of 91,341 (570 thousand euros) are being registered in the trade register. As a result of the share issue, the total number of Lemonsoft Oyj’s outstanding shares increased to 18,671,632 shares.

Significant short-term risks and uncertainties

The deterioration of the economic situation, the impact of inflation and events with a global impact, such as the war in Ukraine, may have direct and indirect effects on Lemonsoft's business. These may be reflected in the business operations of Lemonsoft's customer companies, for example, in reduced investments by industrial manufacturing companies and decreased needs of subcontracting chains, as well as business and bankruptcy risks. In turn, customers' business challenges may affect Lemonsoft's new customer acquisition, upsells from existing customers, and customer retention.

In the longer term, the biggest challenge for our industry is the availability of skilled personnel. Success of the Group and opportunities for growth depend largely on how well we can recruit, motivate, and engage more skilled personnel and develop our expertise.

In Lemonsoft's cost structure, the single most significant factor is personnel costs, and an increase in the general price level may increase the pressure to increase personnel costs. Lemonsoft constantly monitors the development of the situation from a risk management perspective and strives to ensure the continuation of profitable growth by optimizing its cost structure and pricing.

The ERP market is generally a highly competitive market, and the industry is fragmented. Smaller players are primarily focused in a specific sector of SMEs and larger players do not compete directly for customers in the same market. However, competition in Lemonsoft's operating markets may intensify due to existing competitors or agile new entrants.

Risks related to information security and the IT systems of service providers are a significant factor affecting the security and continuity of the Group's business. Lemonsoft constantly invests in high reliability and high security systems and strives to ensure the high quality of the services it purchases by selecting leading players in the industry as its key partners. European data protection regulations may also bring unexpected risks to Lemonsoft's operating environment.

Success in acquisitions and related integration work is a key factor for Lemonsoft's growth. The company has made several acquisitions in recent years and aims to continue to grow through acquisitions. There may be unexpected risks associated with target companies and their integration into Lemonsoft.

Dividends paid

The Annual General Meeting decided on 9 April 2024 that a dividend of EUR 0.14 per share will be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2023. About total of EUR 2.6 million was paid on 22 April 2024.

Events after the review period

On 1 July, 2024, Lemonsoft Oyj acquired the entire share capital of Atmotics Oy, a software company focused on maintenance and field service management. With the acquisition, Lemonsoft strengthens its offering for industrial manufacturing customers and will offer more possibilities to streamline their business processes.

Also on 1 July, 2024, Lemonsoft Oyj acquired the entire share capital of Applirent Oy, a software company specializing in rental industry and fleet management ERP solutions. Through this acquisition, Lemonsoft expands its offering to meet the needs of the rental business and will offer more possibilities to streamline their business processes.

Outlook 2024

Lemonsoft's goal is to continue growth, both by increasing the number of software modules offered to its existing customer base and by expanding its customer base with new customer acquisition. The company estimates that the prevailing economic situation will continue to restrain the growth of new sales and the current customer base. However, we expect organic growth continue to develop positively during the second half of the year.

Profit forecast for 2024 (unchanged)

Lemonsoft estimates that the net sales for the financial year 2024 will increase by 10-18 percent compared to the financial year 2023, and that adjusted EBIT will be 23-28 percent of net sales in 2024.

Financial information in 2024

Lemonsoft Oyj will publish the following financial information in 2024:

  • Interim Report January – September 2024 on Tuesday, 5 November 2024

Lemonsoft Oyj
Board of Directors

Distribution

Nasdaq Helsinki Oy
Principal media

Inside information: Lemonsoft Oyj acquires a rental industry management software provider Applirent Oy and directs a share issue to the sellers

Lemonsoft Oyj | Inside information | July 01, 2024 at 12:00:00 EEST

Lemonsoft Oy acquires the entire share capital of Applirent Oy, a software company specializing in rental industry and fleet management ERP solutions, with a purchase agreement signed on July 1, 2024. Through this acquisition, Lemonsoft expands its offering to meet the needs of the rental business and will offer more possibilities to streamline their business processes.

Applirent is a cloud-based solution for managing rental business. Applirent's solutions enable companies to manage rental agreements, assets, and customer relationships. The solutions integrate seamlessly with mobile applications, making it easier to manage rental processes and overall productivity. Applirent has around 100 customers, ranging from small and medium-sized enterprises to multinational publicly traded companies.

The net sales of Applirent Oy, according to Finnish accounting standards (FAS), for the period November 1, 2022 – October 31, 2023 (November 1, 2021 – October 31, 2022), was approximately EUR 0.8 million (0.7 million). The EBIT was 34.7% (19.4%) of net sales, and the balance sheet total was EUR 0.5 million (0.4 million). As of October 31, 2023, Applirent Oy’s net cash was approximately EUR 0.3 million (0.3 million). In 2023, about 70% of Applirent Oy’s net sales was recurring. The acquisition doesn’t affect Lemonsoft Oy’s profit forecast for 2024.

Applirent Oy will be reported as part of the Lemonsoft Group as of the completion of the transaction, 1 July 2024. The company’s founders Tuomas Niemi, Antti Lehikoinen, and Vesa Harjunen will continue to work for Applirent Oy, with Tuomas Niemi continuing as CEO.

The purchase price for the share capital of Applirent Oy is approximately EUR 2.3 million, and the net debt-free enterprise value is EUR 2.0 million. The purchase price will be paid 75% in cash and 25% in shares at closing. In addition, the parties have agreed on an additional purchase price based on Applirent Oy’s EBIT for the years 2024-2026. The additional purchase price amounts to a maximum of EUR 0.8 million, and if realized, will be paid fully in cash.

"Applirent's comprehensive solution expands our ability to offer our software portfolio more broadly to companies engaged in the rental business and strengthens our offering in the wholesale segment. Rental services are a growing business area in wholesale, and we are excited to provide our customers with a comprehensive solution developed specifically for this purpose. I warmly welcome the entire Applirent team to Lemonsoft," comments Kari Joki-Hollanti, CEO of Lemonsoft Oyj.

"Applirent's and Lemonsoft's comprehensive range of products allows us to offer our customer companies an even broader product portfolio to support their business operations. We want to provide our customers with user-friendly solutions now and in the future. Our products and services work well together, which is important in the competitive software industry. The similar values and practices of our companies support collaboration with other products in the Lemonsoft Group. As a publicly listed company, Lemonsoft Oyj offers strong support for Applirent's development and growth," says Tuomas Niemi, CEO of Applirent Oy.

A share issue directed to the sellers

As part of the acquisition, Lemonsoft Oyj conducted a directed share issue to the sellers, in which the total number of Lemonsoft Oyj shares to be subscribed by the sellers was 91,641. The shares subscribed in the directed issue are subject to a transfer restriction during the additional purchase price period. With the execution of the directed share issue, the total number of Lemonsoft shares increased to 18,671,632 shares. The new shares represent approximately 0.5 percent of Lemonsoft Oyj's shares and votes after the share issue. The subscription price of the shares was 6.22 euros, based on the volume-weighted average price (VWAP) of Lemonsoft Oyj's shares from June 1, 2024 to June 30, 2024. The sellers paid for the subscribed Lemonsoft shares by transferring the entire share capital of Applirent as a contribution in kind to Lemonsoft.

The new shares have been notified for registration in the trade register and will be admitted to trading, together with the existing shares, on the Nasdaq First North Growth Market Finland marketplace, approximately during week 28. The Board of Directors of Lemonsoft Oyj decided on the directed share issue based on the authorization given by the Annual General Meeting on 9 April 2024.

Lemonsoft Oyj
Board of Directors

Insider information: Lemonsoft Oyj acquires Atmotics Oy, which develops a maintenance and field service management software Spotilla

Lemonsoft Oyj | Insider information | June 17, 2024 at 10:00:00 EEST

Lemonsoft Oyj acquires the entire share capital of Atmotics Oy, a software company focused on maintenance and field service management. With the acquisition, Lemonsoft strengthens its offering for industrial manufacturing customers and will offer more possibilities to streamline their business processes. Lemonsoft Oyj and Atmotics Oy’s owners have signed the share purchase agreement on 17 June 2024 and the transaction is expected to be completed on 1 July 2024.

Atmotics Oy’s product Spotilla offers a comprehensive cloud-based software solution for maintenance and field service management. Spotilla’s platform allows companies to manage tasks such as work orders, preventive maintenance and asset management through mobile and web interfaces. With features like real-time data access, automated workflows, and user-friendly mobile applications, Spotilla is helping its close to 200 SME customers to streamline maintenance activities and improve overall productivity. Atmotics Oy employs a total of 8 experts in its office in Vantaa.

The net sales of Atmotics Oy, according to Finnish accounting standards (FAS), for the period 1 January 2023 – 31 December 2023 was approximately EUR 0.7 million, EBIT 7% of net sales and balance sheet total EUR 0.3 million. At the time of signing the transaction, Atmotics Oy’s contract-based annual recurring revenue (ARR) was EUR 0.8 million. In 2023, over 80% of the group’s net sales was recurring. The acquisition doesn’t affect Lemonsoft Oyj:s profit forecast for 2024.

Atmotics will be reported as part of Lemonsoft Group as of the completion of the transaction, expected on 1 July 2024. The current management and shareholders Harri Wahlroos and Lauri Kelahaara will continue to work for Atmotics, and Harri Wahlroos will continue as CEO.

The purchase price for the share capital of Atmotics Oy is EUR 2.2 million and the net debt-free enterprise value is EUR 2.0 million. The purchase price will be paid fully in cash at closing and will be financed with a bank loan. In addition, the parties have agreed on an additional purchase price for 2025-2027, which will be based on the company's Rule of 40 (revenue growth-% + EBIT-%) figure for each fiscal year. The additional purchase price amounts to a maximum of EUR 1.25 million, and if realized, will be paid fully in cash.

”Spotilla’s comprehensive cloud-based solution for maintenance and field service management aligns perfectly with our strategic goal to enhance our offering towards our industrial manufacturing customers. Equipment maintenance and after-sales service is an important part of our manufacturing customers’ business and operations and we are thrilled to be able to offer a modern solution designed directly for this purpose. This acquisition not only broadens our software offering but also brings us a wide range of industrial customers combined with an excellent team. I warmly welcome the entire Spotilla team to Lemonsoft”, comments Kari Joki-Hollanti, CEO of Lemonsoft Oyj

”We have worked hard on developing a focused product for maintenance and field service for the past few years. Our team has solid expertise in developing maintenance operations. We particularly focus on the product’s ease of use and the ability to provide tangible benefits to our customers' operations. Cooperation with Lemonsoft allows us access to a large customer base that fits perfectly with our growth ambitions ”, continues Harri Wahlroos, CEO of Atmotics Oy

Lemonsoft Oyj
Board of Directors

Lemonsoft Oyj: Disclosure under Chapter 9 Section 10 of the Securities Market Act

Lemonsoft Oyj | Company Release | June 10, 2024 at 14:00:00 EEST

Lemonsoft Oyj has received a notification according to Chapter 9, Section 5 of the Securities Market Act, according to which the total number of Lemonsoft shares owned directly or indirectly by Christoffer Häggblom exceeds the threshold of thirty (30) percent on June 12, 2023.

The notification is based on the amendment to the Securities Market Act effective April 19, 2024, requiring shareholders to notify the target company and the Financial Supervisory Authority of their ownership and voting shares no later than two months after the enactment of this law if the shareholder's stake in the target company is at least five percent at the time the law takes effect and such share has not been previously disclosed.

% of shares and voting rights (total of 7.A)% of shares and voting rights through financial instruments (total of 7.B)Total of both in % (7.A+7.B)Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached42.7442.7418 579 991
Positions of previous notification (if applicable)

Notified details of the resulting situation on the date on which the threshold was crossed:
A: Shares and voting rights

Class/type of shares
ISIN code
Number of shares and voting rights% of shares and voting rights
Direct
(SMA 9:5)
Indirect
(SMA 9:6 and 9:7)
Direct
(SMA 9:5)
Indirect
(SMA 9:6 and 9:7)
FI40005126787 940 49842.74
SUBTOTAL A7 940 49842.74

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
 

Name% of shares and voting rights% of shares and voting rights through financial instrumentsTotal of both
Christoffer Häggblom0.000.000.00
Bird Cherry Holding AB0.000.000.00
Rite Ventures Management AB0.000.000.00
Rite Internet Ventures Holding AB21.520.0021.52
Rite LS SPV AB21.220.0021.22

Lemonsoft strengthens its management team

Lemonsoft Oyj | Company Release | May 30, 2024 at 10:00:00 EEST

Lemonsoft Oyj strengthens its management team as of 30 May 2024. Tuomas Koivisto has been appointed as Chief Commercial Officer (CCO) of Lemonsoft Oyj and member of the management team.

The updated management team consists of the following people and roles:

Kari Joki-Hollanti, Interim CEO
Mari Erkkilä, Chief Financial Officer,
Pauli Siirtola, Director, Product management
Alpo Luostarinen, Director, M&A and IR
Riku Åkerblom, Chief Delivery Officer
Tuomas Koivisto, Chief Commercial Officer

In his role as Chief Commercial Officer, Tuomas Koivisto is responsible for leading Lemonsoft’s sales and marketing functions on a group level. The CCO has an integral role in developing sales and marketing of all Lemonsoft Group’s products and executing Lemonsoft’s commercial strategy. Tuomas has successfully run Finvoicer Group Oy as its CEO for the past 10 years and will also continue in that role.

“I’m happy to welcome Tuomas as a new member of the Lemonsoft management team. Tuomas has done an excellent job in Finvoicer, building a sizable organization and developing several new business areas. Focusing now on combining the strengths of all Lemonsoft Group’s products, Tuomas will contribute significantly to accelerating our profitable growth”, comments Kari Joki-Hollanti, Interim CEO of Lemonsoft Oyj.

Change in Lemonsoft’s management team

Lemonsoft Oyj | Company Release | April 26, 2024 at 12:45:00 EEST

Lemonsoft Oyj’s Chief Human Resource Officer (CHRO) and member of the management team, Marjaana Murtomaa, will leave her role and position in Lemonsoft’s management team on April 26, 2024.

The updated management team consists of the following people and roles:

Kari Joki-Hollanti, Interim CEO
Mari Erkkilä, Chief Financial Officer
Pauli Siirtola, Director, Product management
Alpo Luostarinen, Director, M&A and Investor Relations
Riku Åkerblom, Chief Delivery Officer

Lemonsoft Oyj’s Interim Report for 1 January – 31 March 2024 (unaudited) – A challenging start to the year

Lemonsoft Oyj | Company Release | April 25, 2024 at 10:10:00 EEST

JANUARY – MARCH 2024, IFRS

  • Net sales increased 16.5% and were EUR 6,897 thousand (5,918)
  • EBITDA was EUR 1,398 thousand (1,611), 20.3% (27.2) of net sales
  • Adjusted EBITDA was EUR 1,400 thousand (1,618), 20.3% (27.3) of net sales
  • EBIT was EUR 942 thousand (1,361), 13.7% (23.0) of net sales
  • Adjusted EBIT was EUR 1,120 thousand (1,464), 16.2% (24.7) of net sales
  • Profit of the review period was EUR 597 thousand (949), 8.7% (16.0) of net sales

  
 
Key Figures, IFRS

EUR 1,0001-3/20241-3/2023Change1-12/2023
Net sales6,8975,91816.5 %26,344
   SaaS4,9554,50510.0 %19,146
   Transaction768286168.1 %2,265
   Consulting and other1,1741,1274.2 %4,933
     
Gross margin5,9425,16415.1 %23,285
Gross margin, % of net sales86.1 %87.3 % 88.4 %
EBITDA1,3981,611-13.2 %8,215
EBITDA, % of net sales20.3 %27.2 % 31.2 %
Adjusted EBITDA1,4001,618-13.5 %7,951
Adjusted EBITDA, % of net sales20.3 %27.3 % 30.2 %
EBIT9421,361-30.7 %6,890
EBIT, % of net sales13.7 %23.0 % 26.2 %
Adjusted EBIT1,1201,464-23.5 %7,195
Adjusted EBIT, % of net sales16.2 %24.7 % 27.3 %
Profit (Loss) of the period597949-37.1 %5,349
Profit (Loss) of the period, % of net sales8.7 %16.0 % 20.3 %
     
Equity ratio, %64.6 %73.7 % 61.9 %
Net debt495-8,301 1,010
Gearing, %1.6 %-29.3 % 3.3 %
Earnings per share (EPS)0.040.05-30.1 %0.29
Return on invested capital, % (ROIC)2.5 %4.4 % 18.1 %
Return on equity, % (ROE)1.9 %3.5 % 18.9 %
Number of employees at the end of the period22018220.9 %208
Outstanding shares at the end of the period18,562,00518,538,019 18,562,005
Average outstanding shares during the period18,562,00518,441,633 18,527,914

 
 


 Interim CEO Kari Joki-Hollanti
The first quarter of the year was, as expected, challenging in terms of organic growth. Our net sales were 6,9 M€ and the growth in net sales was 16.5%. As in previous quarters, the growth in net sales came from acquisitions. Adjusted EBIT was 1,1 M€ and the adjusted EBIT margin was 16.2%.

According to the confidence indicator of the Confederation of Finnish Industries, the economic climate in Finland is weak and there are no signs of improvement in the short term. According to Statistics Finland, net sales in manufacturing, which is our most important industry, fell significantly in the second half of 2023. The decline has continued at a more moderate pace in the beginning of 2024, but political labor disputes and strikes have certainly not improved the situation. Our customers are typically subcontractors to large industrial companies, so the decline in sales affects them as well. Our SaaS invoicing is based on active users, so customers’ own adjustment measures are also reflected in our business. Based on industrial surveys, the business outlook for manufacturing businesses is particularly worrying. The business outlook balance figure was close to the levels seen during the financial crisis and has already fallen below the levels seen during the COVID-19 pandemic.

The number of our customers remained at the previous level. Revenue churn decreased slightly from the previous two quarters, but customers’ adjustment measures were reflected in the reduction of active users. New customer sales remained at the previous level. More recently, customers have also been purchasing more affordable solutions, such as our Duunissa.fi work time management services and HelpostiLasku services.

Nevertheless, our business is very profitable and stable. I think that now is the right time for us to continue investing in an excellent customer experience and product development. Businesses need efficient and usable ERP solutions for the future and, when demand recovers, we will be ready to increase our market share.

 
Group Financial Development

Group financial result and profitability

January – March 2024
Net sales for the review period were EUR 6,897 thousand (5,918). Net sales increased by EUR 979 thousand, 16.5%. Organic growth of the review period was -1.2% especially consulting and other income remained at a lower level than in the comparison period. Organic growth of the recurring revenue was positive. Net sales increased due to the acquisitions of Finvoicer Group Oy (2023), whose net sales were not included in the comparison period.

The share of SaaS income was 71.8% (76.1), the share of transaction income 11.1% (4.8), and consulting and other income 17.0% (19.0).

EBITDA was EUR 1,398 thousand (1,611), 20.3% (27.2) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 1,400 thousand (1,618), 20.3% (27.3) of net sales. The EBITDA and adjusted EBITDA for the review period have been negatively affected by the compensation under the termination agreement with the CEO.

EBIT was EUR 942 thousand (1,361), 13.7% (23.0) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 1,120 thousand (1,464), 16.2% (24.7) of net sales. The EBIT and adjusted EBIT for the review period have been negatively affected by the compensation under the termination agreement with the CEO.

Profit for the review period was EUR 597 thousand (949), 8.7% (16.0) of net sales.

Cash flow from operating activities was EUR 1,578 thousand (1,477).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 47,813 thousand (48,885 at the end of the year 2023).

The Group has capitalized development expenses of EUR 206 thousand during the year 2024. At the end of the review period, the Group's balance sheet included capitalized development expenses totalling EUR 2,442 thousand (2,352 at the end of the year 2023).

Total equity was EUR 31,032 thousand (30,422 at the end of the year 2023), equity increased EUR 610 thousand.

Equity ratio was 64.6% (61.9 at the end of the year 2023) and interest-bearing debt was EUR 7,810 thousand (8,399 at the end of the year 2023).

Cash and cash equivalents at the end of the review period were EUR 7,315 thousand (7,389 at the end of the year 2023).

Personnel
The Group number of employees was 220 (184) on 31 March 2024. We reported our Group personnel as follows:

  • R&D 96 employees
  • Customer functions 111 employees
  • Other functions, a total of 13 employees

Share-based incentive plan
The Board of Directors of Lemonsoft Oyj has establish a new share-based incentive plan for the selected key employees of the company. The aim of the new plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long-term, to encourage the management to personally invest in the company’s shares, to retain the target group at the company, and to offer them a competitive incentive plan in which the participants may earn shares as a reward for performance and their personal investment.
The new Performance Matching Share Plan 2024 – 2028 includes three performance periods, covering financial years 2024 – 2026, 2025 – 2027 and 2026 – 2028. The Board will decide annually on the commencement and details of a performance period. The prerequisite for participation in the plan and receiving the reward is that the person allocates freely transferable Lemonsoft Oyj shares held by him or her to the plan or acquires the company’s shares in a number determined by the Board.
The rewards from the plan will be paid partly in the company’s shares and partly in cash. The rewards will be paid by the end of May in the year following the end of the performance period. The cash proportion is intended for covering taxes and tax-related costs arising from the reward to the participant. In general, no reward will be paid if a participant’s employment or service in the group ends before the reward payment.
The performance criterion in the first performance period 2024 – 2026 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan consists of 4 persons (the CEO and three members of the Management Team). The gross rewards from the first performance period 2024 – 2026 correspond to the value of an approximate maximum total of 77,000 Lemonsoft Oyj shares, including the proportion to be paid in cash. The final number of shares depends on the number of shares acquired by participants and the achievement of the TSR levels. The reward to be paid on the basis of Plan will be capped if the limits set by the Board for the payable reward from the performance period 2024 – 2026 are reached.
 
Shares and shareholders

Share capital and number of shares
The company has one series of shares, and all shares have equal rights. At the end of the review period, Lemonsoft Oyj’s share capital consisted of 18,562,005 (18,538,019) shares. The average number of outstanding shares during the review period January – March was 18,562,005 (18,441,633).

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period October – December, the highest share price was EUR 7.62 and the lowest EUR 5.70. The closing price on 31 March 2024 was EUR 5.80. The market value of the company at the closing price of the review period was approximately EUR 107.7 million. Average daily trading volume during the review period was 3,232 shares (EUR 20,214).

On 31 March 2024, the company had a total of 2,470 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/osakkeenomistajat/.

Authorizations of the Board of Directors
Lemonsoft Oyj has decided in its Annual General Meeting on 9 April 2024 to authorize the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:

  • By virtue of the authorization, the Board of Directors is authorized to decide on the repurchase of a maximum of 1,800,000 of the company’s own shares. The proposed maximum number of shares to be repurchased corresponds to approximately 9.7% of the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.
  • The company’s own shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders (directed repurchase).
  • The company’s own shares can be repurchased at the Nasdaq First North Growth Market Finland marketplace or outside of the marketplace.
  • Own shares can be repurchased at a price formed on First North Growth Market Finland on the date of the repurchase or at a price otherwise determined by the markets.
  • The shares shall be repurchased using the company’s unrestricted equity.
  • The shares shall be repurchased for the purpose of financing or carrying out acquisitions or other arrangements, to implement the company’s incentive schemes, to develop the company’s capital structure, or for other purposes as decided by the Board of Directors.
  • The Board of Directors shall decide on the other conditions related to the repurchase of the company’s own shares.

 
The authorization is valid until the 2025 Annual General Meeting, but not beyond 30 June 2025. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 4 April 2023 regarding the repurchase of a maximum of 1,800,000 of the company’s own shares.
The Annual General Meeting authorized the Board to decide on an ordinary or bonus issue of shares and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments:

  • This issue may total a maximum of 2,000,000 shares corresponding to a maximum of approximately 10.8% of all shares of the company. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to fund or complete acquisitions or other business transactions, for offering share-based incentive schemes, to develop the company’s capital structure, or for other purposes decided by the Board of Directors.
  • The authorization entitles the Board of Directors to resolve on all conditions of the issuance of shares and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive right.

The authorization is in force until the next Annual General Meeting; however, no longer than until 30 June 2025, and it replaces the previous authorizations.
Lemonsoft Oyj's Board of Directors has decided on February 15, 2024 directed share issue and deviation from the shareholders' preemptive right based on the authorization given by the Annual General Meeting on 4 April 2023.The share issue is related to the acquisition of Finvoicer Group Oy, which Lemonsoft announced on June 1, 2023. New shares a total of 17,986 (112 thousand euros) were registered in the trade register on April 15, 2024. As a result of the share issue, the total number of Lemonsoft Oyj’s outstanding shares increased to 18,579,991 shares.

Significant short-term risks and uncertainties
The deterioration of the economic situation, the impact of inflation and events with a global impact, such as the war in Ukraine, may have direct and indirect effects on Lemonsoft's business. These may be reflected in the business operations of Lemonsoft's customer companies, for example, in reduced investments by industrial manufacturing companies and decreased needs of subcontracting chains, as well as business and bankruptcy risks. In turn, customers' business challenges may affect Lemonsoft's new customer acquisition, upsells from existing customers, and customer retention.

In the longer term, the biggest challenge for our industry is the availability of skilled personnel. Success of the Group and opportunities for growth depend largely on how well we can recruit, motivate, and engage more skilled personnel and develop our expertise.

In Lemonsoft's cost structure, the single most significant factor is personnel costs, and an increase in the general price level may increase the pressure to increase personnel costs. Lemonsoft constantly monitors the development of the situation from a risk management perspective and strives to ensure the continuation of profitable growth by optimizing its cost structure and pricing. The ERP market is generally a highly competitive market, and the industry is fragmented. Smaller players are primarily focused in a specific sector of SMEs and larger players do not compete directly for customers in the same market. However, competition in Lemonsoft's operating markets may intensify due to existing competitors or agile new entrants.

Risks related to information security and the IT systems of service providers are a significant factor affecting the security and continuity of the Group's business. Lemonsoft constantly invests in high reliability and high security systems and strives to ensure the high quality of the services it purchases by selecting leading players in the industry as its key partners. European data protection regulations may also bring unexpected risks to Lemonsoft's operating environment.

Success in acquisitions and related integration work is a key factor for Lemonsoft's growth. The company has made several acquisitions in recent years and aims to continue to grow through acquisitions. There may be unexpected risks associated with target companies and their integration into Lemonsoft.

Dividends paid
The Annual General Meeting decided on 9 April 2024 that a dividend of EUR 0.14 per share will be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2023. About total of EUR 2.6 million was paid in dividends after the review period, 22 April 2024.

Events after the review period
There were no significant events after the review period.

Outlook 2024
Lemonsoft's goal is to continue growth, both by increasing the number of software modules offered to its existing customer base and by expanding its customer base with new customer acquisition. The company estimates that the prevailing economic situation will continue to restrain the growth of new sales and the current customer base.

Profit forecast for 2024
Lemonsoft estimates that the net sales for the financial year 2024 will increase by 10-18 percent compared to the financial year 2023, and that adjusted EBIT will be 23-28 percent of net sales in 2024.

Financial information in 2024
Lemonsoft Oyj will publish the following financial information in 2024:

  • Half-year Report January – June 2024 on Thursday, 8 August 2024
  • Interim Report January – September 2024 on Tuesday, 5 November 2024

 
 
For further information, please contact:
Kari Joki-Hollanti
Interim CEO
kari.joki-hollanti@lemonsoft.fi
+358 044 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified Adviser:
Aktia Alexander Corporate Finance Oy, +358 50 520 4098
 
About Lemonsoft Oyj
Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the company to provide its customers with holistic service. The company’s standardized and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The company operates in the ERP software market primarily as a service provider for SMEs. The company’s customer base includes customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.
Get to know us better at www.lemonsoft.fi.
Distribution
Nasdaq Helsinki Oy
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