Lemonsoft Oyj – Managers’ Transactions – Bird Cherry Holding AB

Lemonsoft Oyj | Company Release | June 16, 2023 at 10:00 EEST

Lemonsoft Oyj – Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Bird Cherry Holding AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
13744796.1 10 (14)
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 33400/13/10
____________________________________________
Transaction date: 2023-06-12
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 2069972 Unit price: 7.72 EUR
Aggregated transactions (1):
Volume: 2069972 Volume weighted average price: 7.72 EUR

Lemonsoft Oyj – Managers’ Transactions – Rite LS SPV AB

Lemonsoft Oyj | Company Release | June 16, 2023 at 10:00 EEST

Lemonsoft Oyj – Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Rite LS SPV AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
13744796.1 8 (14)
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 33406/11/10
____________________________________________
Transaction date: 2023-06-12
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 3942703 Unit price: 7.72 EUR
Aggregated transactions (1):
Volume: 3942703 Volume weighted average price: 7.72 EUR

Lemonsoft Oyj – Managers’ Transactions – Hästnässund Holding AB

Lemonsoft Oyj | Company Release | June 16, 2023 at 10:00 EEST

Lemonsoft Oyj – Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Hästnässund Holding AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
13744796.1 12 (14)
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 33403/8/8
____________________________________________
Transaction date: 2023-06-12
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 10932 Unit price: 7.72 EUR
Aggregated transactions (1):
Volume: 10932 Volume weighted average price: 7.72 EUR

Lemonsoft’s largest shareholder Rite Internet Ventures Holding AB reorganizes its holdings

Lemonsoft Oyj | Press Release | June 14, 2023 at 16:00 EEST

The largest shareholder of Lemonsoft Oyj ("Lemonsoft"), Rite Internet Ventures Holding AB ("Rite Ventures"), which is the controlling entity of the Lemonsoft’s Chairman of the Board Christoffer Häggblom, is organizing its holdings in Lemonsoft. The annual general meeting of Rite Ventures decided on 12.6.2023 to distribute part of its Lemonsoft’s shares to the shareholders of Rite Ventures. After the distribution of dividend, Rite Ventures agreed to buy back some of the distributed shares and Rite Ventures' principal owners agreed to transfer the received shares to a separate company, Rite LS SPV AB. The documents related to the final completion of the reorganization were signed on 14.6.2023.
The number of shares in Lemonsoft controlled by Christoffer Häggblom remains unchanged, and he continues to control a total of 42.78% of Lemonsoft's shares through his controlling entities, Rite Ventures and Rite LS SPV AB, after the arrangement.

Lemonsoft Oyj initiates change negotiations

Lemonsoft Oyj | Inside information | June 06, 2023 at 14:00 EEST

Lemonsoft Oyj has decided to initiate change negotiations in the Lemonsoft Group in accordance with the Cooperation Act in order to organize the company's operations more efficiently and to eliminate overlaps.

Lemonsoft aims for strong and profitable growth in all its business areas. The objective of the change negotiations is to adapt the company's operations to meet the challenging economic situation and to ensure the conditions for the implementation of the company's long-term growth strategy.

The negotiations include the employees of Lemonsoft Oyj. Lemonsoft estimates the personnel reduction need to be a maximum of 9 employees. About 135 employees in Finland are included in the change negotiations. Lemonsoft Group employs a total of about 220 people.

Lemonsoft’s CEO changes on 1 August 2023

Lemonsoft Oyj | Inside information | June 02, 2023 at 08:00 EEST

Lemonsoft Oyj’s CEO Kari Joki-Hollanti has decided to step down from the company's CEO position. Lemonsoft's founder Joki-Hollanti has acted as the company's CEO since 2018. Joki-Hollanti and Lemonsoft's Board of Directors have mutually agreed that Joki-Hollanti will act in his current position until 31 July 2023 and continue as Lemonsoft's Development Director and Board member, focusing especially on developing the competitiveness of the product family.

Jan-Erik Lindfors, who has served as the company's deputy CEO since 2021, will start as CEO of Lemonsoft on August 1, 2023. Before moving to Lemonsoft, Lindfors worked in the management team of Cargotec's Hiab division as VP, New Business Solutions and before that as VP, Strategy & Business development of HiQ Finland.

"On behalf of the entire Board, we would like to thank Kari for his very valuable contribution as the company's CEO and for piloting the company from its foundation to a strong growth phase. During the last five years during Kari's CEO tenure, Lemonsoft has developed enormously and achieved several significant milestones all the way up to the listing. As the company moves to a new strategic phase, the Board and Kari have jointly stated that now is the right time for a change of CEO. The change will be well managed as Kari continues in the company as Development Director and member of the Board", says Christoffer Häggblom, chairman of the board of Lemonsoft Oyj.

“Jan-Erik Lindfors knows the company well and has excellent qualifications to continue the successful implementation of Lemonsoft's growth strategy. Jan-Erik's know-how and experience in international IT and industrial companies will support Lemonsoft's growth into a significant Nordic software company", continues Häggblom.

"Lemonsoft has grown over the past 19 years into one of Finland's leading ERP companies. The company is on a steady growth path and has a great future ahead of it as a provider of a growing and developing product and service offering. We will continue active development of the company under Jan-Erik's leadership towards the next phase of growth", says Kari Joki-Hollanti.
 
Lemonsoft Oyj
Board of Directors

Lemonsoft Oyj acquires Finvoicer Group Oy, directs a share issue and updates its 2023 profit forecast

Lemonsoft Oyj | Inside information | June 01, 2023 at 10:00 EEST

Lemonsoft Oyj acquires the entire share capital of Finvoicer Group Oy, a software company focused on invoice lifecycle management. With the acquisition, Lemonsoft strengthens its offering in invoice lifecycle management by providing its customers with more comprehensive solutions, including invoice delivery, reminders and debt collection, invoice financing and digital financial management.

Finvoicer Group ("Finvoicer") offers a cloud-based software suite focused on invoice lifecycle management, particularly for small and medium-sized companies. Finvoicer's solutions enable companies to handle invoice sending and receiving, payment monitoring, reconciliation and reporting, reminders, debt collection, accounting, payroll, and financial statements. Finvoicer serves over 7,000 SMEs directly and through partner accounting firms. The company employs a total of 40 experts in its offices in Turku, Tampere, and Jyväskylä.

In addition to the parent company Finvoicer Group Oy, Finvoicer Group includes 100-percent owned subsidiaries Finvoicer Rahoitus Oy, specializing in invoice financing, and Billgo Oy, providing invoicing software for small businesses under the brand HelpostiLasku. The net sales of the group, according to Finnish accounting standards (FAS), for the financial period 1 December 2021 – 31 November 2022 was approximately EUR 3.9 million (2021: 3.5), EBITDA EUR 1.0 million (0.9) and the consolidated balance sheet total EUR 5.4 million (4.5). In 2022, 97% of the group's net sales was recurring, of which 54% was contract-based and 46% transaction-based. Finvoicer will be reported as part of Lemonsoft Group as of June 2023. The current management and shareholders Tuomas Koivisto and Juha Juntikka will continue to work for Finvoicer, and Tuomas Koivisto will continue as CEO of Finvoicer Group Oy.

The purchase price for the share capital of Finvoicer Group Oy is EUR 6.2 million and the net debt-free enterprise value is EUR 7.6 million. 97% of the purchase price is paid in cash and 3% in shares at closing. In addition, the parties have agreed on an additional purchase price based on Finvoicer’s financial results for 2023-2025. The additional purchase price amounts to a maximum of EUR 3.3 million and will be paid primarily in cash. The acquisition is partially financed with a loan of EUR 6.8 million.

CEO of Lemonsoft Oyj, Kari Joki-Hollanti:
"Finvoicer has had a strong growth track in recent years and has reached a significant scale in invoice lifecycle management. Together with Finvoicer, we will be able to provide our customers with a more comprehensive solution in invoice lifecycle management and invoice financing. We also gain a significant number of new customers to whom we can offer a wide range of software solutions. I warmly welcome the entire Finvoicer team."

CEO of Finvoicer Group Oy, Tuomas Koivisto:
"Collaboration with Lemonsoft provides excellent opportunities for us to increase automation and expand the range of solutions offered to our customers. We already use Lemonsoft's software in parts of our business, so intensifying the cooperation will be very natural. Lemonsoft is the perfect partner for us and I look forward to creating something even better together."

A share issue directed to the shareholders and management of Finvoicer

As part of the acquisition of Finvoicer, Lemonsoft Oyj’s Board of Directors has decided on a directed share issue, in which a total of 23,986 new Lemonsoft Oyj shares will be offered for subscription by the management of Finvoicer, deviating from the shareholders' pre-emptive subscription rights. There is a weighty financial reason for the company to deviate from the shareholder's pre-emptive subscription right, as the purpose of the directed issue is to complete the acquisition and to incentivize and commit the key personnel to the company.

The subscription price is EUR 8.15 per share, which corresponds to the volume-weighted average price of Lemonsoft Oyj’s share during the period from 1 March 2023 to 31 March 2023. As a result of the share issue, the total number of Lemonsoft Oyj’s outstanding shares will increase to 18,562,185 shares. The new shares represent approximately 0.13% of the total shares in Lemonsoft Oyj after the share issue.

The new shares have been notified for registration in the trade register and the shares will be admitted to trading, together with the existing shares, on Nasdaq First North Growth Market Finland marketplace approximately during week 24.
The decision on the directed issue is based on the authorization given by the Annual General Meeting on 4 April 2023.

Lemonsoft Oyj updates its profit forecast for 2023

Lemonsoft has decided to update its profit forecast for 2023 following the acquisition.

Updated profit forecast for 2023

Lemonsoft estimates that the net sales for the financial year 2023 will increase by 15-20 percent compared to the financial year 2022, and that adjusted EBIT will be 25-30 percent of net sales in 2023.

Earlier profit forecast for 2023

Lemonsoft estimates that the net sales for the financial year 2023 will increase by 10-20 percent compared to the financial year 2022, and that adjusted EBIT will be 25-30 percent of net sales in 2023.
 
Lemonsoft Oyj
Board of Directors

Lemonsoft Oyj’s Interim Report for 1 January – 31 March 2023: Growth remained good despite challenges

Lemonsoft Oyj | Company Release | April 28, 2023 at 10:00 EEST

JANUARY-MARCH 2023, IFRS

  • Net sales increased 18.3% and were EUR 5,918 thousand (5,002)
  • EBITDA was EUR 1,611 thousand (1,542), 27.2% (30.8) of net sales
  • Adjusted EBITDA was EUR 1,618 thousand (1,553), 27.3% (31.0) of net sales
  • EBIT was EUR 1,361 thousand (1,432), 23.0% (28.6) of net sales
  • Adjusted EBIT was EUR 1,464 thousand (1,443), 24.7% (28.8) of net sales
  • Profit of the review period was EUR 949 thousand (1,154), 16.0% (23.1) of net sales

Key Figures, IFRS

EUR 1,0001-3/20231-3/2022Change1-12/2022
Net sales5,9185,00218.3 %22,550
SaaS4,5053,88216.1 %16,989
Transaction2862783.1 %1,172
Consulting and other1,12784333.7 %4,390
  
Gross margin5,1644,44916.1 %19,982
Gross margin, % of net sales87.3 %88.9 %88.6 %
EBITDA1,6111,5424.5 %7,332
EBITDA, % of net sales27.2 %30.8 %32.5 %
Adjusted EBITDA1,6181,5534.2 %7,589
Adjusted EBITDA, % of net sales27.3 %31.0 %33.7 %
EBIT1,3611,432-5.0 %6,594
EBIT, % of net sales23.0 %28.6 %29.2 %
Adjusted EBIT1,4641,4431.4 %7,054
Adjusted EBIT, % of net sales24.7 %28.8 %31.3 %
Profit (Loss) of the period9491,154-17.8 %5,128
Profit (Loss) of the period, % of net sales16.0 %23.1 %22.7 %
  
Equity ratio, %73.7 %76.1 %69.7 %
Net debt-8,301-15,781-47.4 %-8,661
Gearing, %-29.3 %-68.1 %-32.9 %
Earnings per share (EPS)0.050.06-18.5 %0.28
Return on invested capital, % (ROIC)4.4 %5.3 %22.5 %
Return on equity, % (ROE)3.5 %5.1 %21.2 %
Number of employees at the end of the period18215815.2 %184
Outstanding shares at the end of the period18,538,01918,273,72618,393,440
Average outstanding shares during the period18,441,63318,273,726 18,343,559


CEO Kari Joki-Hollanti

The year 2023 began, as we expected, in an uncertain atmosphere. Our net sales grew by 18.3% and adjusted EBIT was 24.7% of net sales. Organic growth was slower than expected and we are not satisfied with its development. During the rest of the year, we will actively take measures to accelerate organic growth and improve profitability.

The number of customers was 4,600 at the end of March, while a year earlier it was 3,800. Previously, we counted as customers the companies using our software. We have now changed the calculation method to count as customers only those to whom we send an invoice. This change makes the definition clearer and gives a better view of our average revenue per customer.

We continue investing into product leadership and customer experience according to our strategic focus areas. We have started developing a new version of Kellokortti built on LemonOnline technology, with the goal of bringing a more advanced work time monitoring solution to the market. Development of the current version of Kellokortti continues normally, and customers will gradually get access to the new generation product. The first component of the new work time monitoring solution is the Shift Planning module, which will be launched in spring 2023. I believe that our strong investments in product development will lead to stronger revenue growth in the future, once the uncertainties in the economy subside.

In terms of customer experience, we continue our strong focus on our target industries. We strive to provide even faster and more agile service to our customers in industrial manufacturing, wholesale, construction and professional services through a new industry-focused organization. Our value proposition for each industry is clear, and we have simplified the implementation models of products and services.

Our platform services were hit by a malware attack at the end of March. As a precaution, we took down our servers, which impacted widely on our customers' business operations. The precautions were taken because we could not confirm whether the malware had spread and compromised customer data. Manual investigation and restarting of the servers took time, and customer service was significantly affected. However, due to the efforts of our personnel, the services were restored according to plan.

We have transitioned from Finnish accounting practices (FAS) to international IFRS reporting, and we announced the transition in more detail on 11 April 2023. The date of transition was 1 January 2022, and this interim report is the first to be prepared in accordance with IFRS reporting. The comparative figures are also in accordance with IFRS. We believe that the transition to IFRS reporting will increase the comparability of our financial figures with other companies in the industry, as well as increase the interest of international investors in our company.

Group Financial Development

Group financial result and profitability

January-March 2023
Net sales for the review period were EUR 5,918 thousand (5,002). Net sales increased by EUR 916 thousand, 18.3%. Organic growth of the review period was 1.2%. Net sales grew especially due to new customer acquisition and the acquisitions of Logentia Oy (2022), Finazilla Oy (2022) and Duunissa.fi business (2022), whose net sales were not included in the comparison period.

The share of SaaS income was 76.1% (77.6), the share of transaction income 4.8% (5.6), and consulting and other income 19.0% (16.8).

EBITDA was EUR 1,611 thousand (1,542), 27.2% (30.8) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 1,618 thousand (1,553), 27.3% (31.0) of net sales.

EBIT was EUR 1,361 thousand (1,432), 23.0% (28.6) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 1,464 thousand (1,443), 24.7% (28.8) of net sales.

Profit for the review period was EUR 949 thousand (1,154), 16.0% (23.1) of net sales.

Cash flow from operating activities was EUR 1,434 thousand (1,000).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 39,034 thousand (38,194 at the end of the year 2022).

The Group has capitalized development expenses of EUR 537 thousand during the review period. At the end of the review period, the Group's balance sheet included capitalized development expenses totalling EUR 1,362 thousand (849 at the end of the year 2022).

Equity was EUR 28,332 thousand (26,292 at the end of the year 2022), equity increased EUR 2,040 thousand.

Equity ratio was 73.7% (69.7 at the end of the year 2022) and interest-bearing debt was EUR 2,985 thousand (3,031 at the end of the year 2022).

Cash and cash equivalents at the end of the review period were EUR 11,287 thousand (11,692 at the end of the year 2022).

Personnel, management and administration

The Group number of employees was 182 (158) on 31 March 2023.

We have updated the organizational structure as of 1.1.2023. After the update, we report our personnel as follows:

  • R&D 91 employees
  • Customer functions 79 employees
  • Other functions, a total of 12 employees

Annual General Meeting

Lemonsoft Oyj’s Annual General Meeting was held on 4 April 2023 in Vaasa. The Annual General Meeting adopted the financial statements for the year 2022 and discharged the members of the Board of Directors and the CEO from liability for the last financial year.

In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting resolved that the Board of Directors shall consist of five actual members. Christoffer Häggblom, Kari Joki-Hollanti, Ilkka Hiidenheimo, Saila Miettinen-Lähde and Michael Richter were re-elected as members of the Board of Directors. The Board has elected Christoffer Häggblom as Chairman from among its members.

The Annual General Meeting decided that KPMG will continue as the company's auditor. Kim Järvi, Authorized Public Accountant, will continue as the responsible auditor appointed by the audit firm.

The Annual General Meeting authorized 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 all the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.

The authorization is valid until the 2024 Annual General Meeting, but not beyond 30 June 2024.

The Annual General Meeting authorized the Board to decide on a share issue against payment or a share issue without payment and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments with the following terms and conditions:

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

The authorization is in force until the next Annual General Meeting; however, no longer than until 30 June 2024, and it replaces the previous authorizations granted regarding a directed share issue and the issuance of special rights entitling to shares.

The Annual General Meeting decided that the Articles of Association be amended to enable holding a general meeting also without a meeting venue as a so-called virtual meeting, if so decided by the Board of Directors. The aforementioned amendment shall be implemented by amending § 6 of the Articles of Association, The place of the General Meeting and participation in the General Meeting.

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 18,538,019 (18,273,726) shares. The average number of shares during the review period was 18,441,633 (18,273,726).

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period, the highest share price was EUR 9.35 and the lowest EUR 7.20. The closing price on 31 March 2023 was EUR 7.91. The market value of the company at the closing price of the review period was approximately EUR 146.6 million. Average daily trading volume during the review period was 2,159 shares (EUR 17,116).

On 31 March 2023, the company had a total of 2,466 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/osakkeenomistajat/.

Significant short-term risks and uncertainties

The deterioration of the economic situation 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 organic 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 4 April 2023 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 2022. About total of EUR 2.6 million was paid in dividends after the review period, 17 April 2023.

Events after the review period

Lemonsoft has announced on 11 April 2023 that it has switched to IFRS reporting. The company estimates that the transition to IFRS reporting will increase the comparability of financial figures with other companies in the industry and increase the interest of international investors in the company.

Outlook 2023

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. However, the company estimates that the prevailing economic situation will have a weakening effect on new sales and the growth of the existing customer base, especially in the first half of the year.

Profit forecast for 2023

Lemonsoft keeps the profit forecast unchanged and estimates that the net sales for the financial year 2023 will increase 10-20 percent compared to the financial year 2022, and that adjusted EBIT will be 25-30 percent of net sales in 2023.

Financial information

Lemonsoft Oyj will publish the following financial information in 2023:

  • Half-year Report January-June 2023 on Friday, 11 August 2023
  • Interim Report January – September 2023 on Thursday, 26 October 2023

Webcast for investors and media

Lemonsoft will host a live webcast for investors and the media in English on April 28, 2023 at 1:00pm EET. The webcast can be followed online live via this link:
https://lemonsoft.videosync.fi/2023-q1-results

A recording of the event and the presentation material will be available after the event at https://investors.lemonsoft.fi/.

Lemonsoft Oyj
Board of Directors

For further information, please contact:

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

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

Certified Adviser:
Danske Bank A/S, Finland Branch, +358 40 841 3052

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
Principal media

TABLES SECTION

Consolidated income statement, IFRS

EUR 1,0001-3/20231-3/20221-12/2022
NET SALES5,9185,00222,550
Other operating income014
Materials and services-754-555-2,572
Employee benefit expenses-2,929-2,497-10,564
Depreciation and amortisation-251-110-737
Other operating expenses-624-410-2,086
EBIT1,3611,4326,594
Financial income2210
Financial expenses-10-8-70
PROFIT (LOSS) BEFORE TAXES1,3541,4256,535
Income taxes-404-271-1,407
PROFIT (LOSS) FOR THE PERIOD9491,1545,128
  
PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE TO   
Owners of the parent company9281,1495,030
Non-controlling interests21698

Consolidated balance sheet, IFRS

EUR 1,0003/20233/202212/20221.1.2022
ASSETS
NON-CURRENT ASSETS
Goodwill15,7186,42415,7186,424
Intangible assets4,0731893,63860
Tangible assets1,3151,2711,3821,265
Investments3,8781,8742,8781,874
Deferred tax assets12961285
TOTAL NON-CURRENT ASSETS24,9969,85423,6279,708
  
CURRENT ASSETS   
Inventory76368852
Trade and other receivables2,6761,4402,7871,710
Cash and cash equivalents11,28719,74911,69219,060
TOTAL CURRENT ASSETS14,03921,22514,56720,822
TOTAL ASSETS39,03431,07938,19430,530
   
EQUITY AND LIABILITIES   
EQUITY   
Share capital80808080
Reserve for invested unrestricted equity17,57114,98016,48014,980
Retained earnings10,5318,0799,6036,930
Equity of the owners of the parent company28,18223,13926,16321,990
Share of non-controlling owners1503612930
TOTAL EQUITY28,33223,17526,29222,021
  
LIABILITIES   
NON-CURRENT LIABILITIES   
Loans from financial institutions1,5002,4001,5002,400
Lease liabilities254410306475
Deferred tax liabilities703616994
TOTAL NON-CURRENT LIABILITIES2,4572,8712,5052,879
  
CURRENT LIABILITIES   
Loans from financial institutions900900900900
Lease liabilities331257325257
Advances received776684660535
Trade and other payables6,2383,1917,5123,938
TOTAL CURRENT LIABILITIES8,2455,0329,3975,630
TOTAL LIABILITIES10,7027,90311,9028,509
TOTAL EQUITY AND LIABILITIES39,03431,07938,19430,530

Consolidated cash flow statement, IFRS

EUR 1,0001-3/20231-3/20221-12/2022
Cash flow from operating activities:
Profit (Loss) for the period9491,1545,128
Adjustments:
:
6343862,146
Depreciation and amortisation251110737
Other income and expenses without payment-670-18
Financial income and expenses7519
Taxes4042711,407
Other adjustments4000
Cash flow before change in working capital1,5841,5407,274
Change in working capital217-28844
Cash flow before financial items and taxes1,8001,2537,318
Net financial items and taxes-367-253-1,110
Net cash flow from operating activities (A)1,4341,0006,208
Cash flow from investing activities:
Acquisition of tangible and intangible assets-619-245-2,693
Other investments-1,0000-1,000
Acquisition of subsidiary, net of cash acquired-1330-6,310
Net cash flow from investing activities (B)-1,751-245-10,003
Cash flow from financing activities:
Dividends paid00-2,376
Net cash flow from non-current loans00-900
Lease liabilities repayment-88-66-297
Net cash flow from financing activities (C)-88-66-3,573
  
Change in cash and cash equivalents (A + B + C)
increase (+) / decrease (–)
-405689-7,368
  
Cash and cash equivalents at the beginning of the period11,69219,06019,060
Cash and cash equivalents at the end of the period11,28719,74911,692
Change in cash-405689-7,368

Consolidated statement of changes in equity, IFRS

EUR 1,0001-3/20231-3/20221-12/2022
Share capital
Share capital at the beginning of the period808080
Share capital at the end of the period808080
Total share capital808080
  
Invested unrestricted equity reserve  
Invested unrestricted equity reserve at the beginning of the period *16,48014,98014,980
Directed share issue1,09101,500
Invested unrestricted equity reserve at the end of the period17,57114,98016,480
Total invested unrestricted equity reserve17,57114,98016,480
  
Retained earnings  
Retained earnings at the beginning of the period9,6036,9496,949
Dividends paid00-2,376
Profit (Loss) for the period9281,1495,030
Retained earnings at the end of the period10,5318,0799,603
Total retained earnings10,5318,0799,603
  
Equity of the owners of the parent company28,18223,13926,163
Share of non-controlling owners15036129
  
TOTAL EQUITY28,33223,17526,292

* Change in the additional purchase price paid to the subsidiary transferred to Retained earnings in 2022

Accounting principles

The Group's interim financial report has been prepared in accordance with IAS34 Interim Financial Reporting. The interim financial report is unaudited.

This is Lemonsoft Oyj's first interim report prepared in accordance with IFRS. The company will publish the first consolidated financial statements in accordance with IFRS for the financial year ending 31.12.2023. The Group’s date of transition to IFRS is 1 January 2022. Comparative information for previous years converted to IFRS and their changes compared to FAS reporting are presented in the IFRS Transition release 11.4.2023. This interim report of the Group should be reviewed and read together with the IFRS Transition release, which presents the effects of the IFRS transition on Lemonsoft Group.

The information in the interim report is presented in thousands of Euro, except when otherwise stated. All figures presented have been rounded, and consequently the sum of individual figures may deviate from the presented aggregate figure.

NOTES

Distribution of net sales

EUR 1,0001-3/20231-3/2022Change1-12/2022
Net sales5,9185,00218.3 %22,550
SaaS4,5053,88216.1 %16,989
Transaction2862783.1 %1,172
Consulting and other1,12784333.7 %4,390

Goodwill and intangible assets

EUR 1,0003/20233/202212/2022
Acquisition cost 1.1.22,8269,6888,748
Additions55613613,031
Deductions000
Reclassifications000
Acquisition cost at the end of the period23,3829,82421,779
Accumulated depreciation and amortisation 1.1.3,4713,2052,158
Accumulated depreciation and amortisation on deductions and transfers000
Depreciation and amortisation for the period1218266
Accumulated depreciation and amortisation at the end of the period3,5923,2122,424
Book value at the end of the period19,7916,61219,356

Tangible assets

EUR 1,0003/20233/202212/2022
Acquisition cost 1.1.2,6591,3391,339
Additions638411,320
Deductions000
Reclassifications000
Acquisition cost at the end of the period2,7222,1792,659
Accumulated depreciation and amortisation 1.1.1,277805805
Accumulated depreciation and amortisation on deductions and transfers000
Depreciation and amortisation for the period130102471
Accumulated depreciation and amortisation at the end of the period1,4069081,277
Book value at the end of the period1,3151,2711,382

Financial assets and liabilities

EUR 1,000LevelFair value through profit or lossAmortised costCarrying amountFair value
Non-current financial assets  
Equity investments31,87401,8741,874
Investments202,0032,0032,003
Total non-current financial assets 1,8742,0033,8783,878
  
Current financial assets  
Trade receivables 02,0872,0872,087
Other receivables 0589589589
Cash and cash equivalents 011,28711,28711,287
Total current financial assets 013,96313,96313,963
  
  
Non-current financial liabilities  
Loans from financial institutions01,5001,5001,500
Lease liabilities 0254254254
Total non-current financial liabilities 01,7541,7541,754
  
Current financial liabilities  
Loans from financial institutions0900900900
Lease liabilities 0331331331
Advances received 0776776776
Trade payables 01,3351,3351,335
Contingent consideration31,51801,5181,518
Other payables 03,3853,3853,385
Total current financial liabilities 1,5186,7278,2458,245

Business acquisitions

Logentia Oy
On 31 May 2022, Lemonsoft Oyj acquired the entire share capital of Logentia Oy. With the acquisition, Lemonsoft strengthens its offering in industrial manufacturing and wholesale businesses and will offer its customers more possibilities to streamline their business processes by optimizing the use of transportation services.

The purchase price of Logentia Oy's share capital was EUR 7.9 million. The purchase price consisted of a debt-free enterprise value of EUR 6.0 million and a net cash of EUR 1.9 million. 75 percent of the purchase price was paid in cash and 25 percent in new shares issued by Lemonsoft Oyj. The subscription price of the new shares transferred as consideration was EUR 12.53, based on the volume-weighted average price of the Lemonsoft Oyj’s share on 30-day period preceding the signing of the share purchase agreement. The new shares corresponded to approximately 0.66% of Lemonsoft Oyj’s current shares outstanding.

In addition, the parties agreed on a contingent consideration based on Logentia Oy's financial results for 2022-2023. The contingent additional purchase price amounts to a maximum of EUR 1.0 million, and if realized, will be paid entirely as share consideration by the end of February 2024.

Identifiable assets acquired and liabilities assumed as assets are valued at their fair values at the date of acquisition. Acquired assets include intangible assets recognized separately from goodwill, consisting of customer relationships and technology. The goodwill is based on the expected synergy benefits from the acquisition of Logentia Oy, as well as on utilising the growth of the joint sales and marketing network and expanding customer relationships within the Group. Goodwill is not deductible in taxation. Acquisition-related costs of EUR 173 thousand are included in the Other operating expenses item in the consolidated income statement.

Finazilla Oy
On 8 July 2022, Lemonsoft Oyj acquired the entire share capital of Finazilla Oy, a software company specializing in business reporting, budgeting and forecasting. In connection with the transaction, Finazilla Oy acquired the business of Finazilla Oy’s parent company, Taloushallintaan fi Oy, which offers financial process optimization and enhancement services with Finazilla’s software. With the acquisition, Lemonsoft strengthens its offering in financial management solutions by offering its customers more comprehensive tools for managing the business information from ERP systems and for financial forecasting.

The total purchase price of the acquired businesses was EUR 2.8 million. The purchase price consisted of a debt-free enterprise value of EUR 2.6 million and a net cash of EUR 0.2 million. The total purchase price was paid in cash at signing.

In addition, the parties agreed on a contingent consideration based on Finazilla Oy's net sales for 2022-2025. The contingent additional purchase price amounts to a maximum of EUR 1.5 million, and if realized, 50% of the additional purchase price will be paid in cash and 50% in new shares issued by Lemonsoft Oyj.

Identifiable assets acquired and liabilities assumed as assets are valued at their fair values at the date of acquisition. Acquired assets include intangible assets recognized separately from goodwill, consisting of customer relationships and technology. The goodwill is based on the expected synergy benefits from the acquisition of Finazilla Oy, as well as on utilising the growth of the joint sales and marketing network and expanding customer relationships within the Group. Goodwill is not deductible in taxation. Acquisition-related costs of EUR 54 thousand are included in the Other operating expenses item in the consolidated income statement.

Duunissa.fi business
On 30 November 2022, Lemonsoft Oyj acquired the work time monitoring business of Duunissa.fi. Duunissa.fi is a working time monitoring software solution developed by Korttilinna Oy, which enables logging work time via mobile or terminal stamping, working hours to be easily assigned in electronic working time monitoring, and allowances and expenses attached to work shifts to be transferred to work time accounting.

The purchase price of Duunissa.fi business was negligible, so the acquisition is not specified in the table below.

Logentia Oy's net sales were EUR 1,159 thousand and the result for the financial year was EUR 545 thousand from the date of acquisition until 31.12.2022. Finazilla Oy's net sales were EUR 780 thousand and the result for the financial year was EUR -57 thousand from the date of acquisition until 31.12.2022. Lemonsoft Group's net sales in 2022 would have been EUR 23,886 thousand and profit for the financial year EUR 5,436 thousand if the businesses acquired during the financial year had been consolidated in the consolidated financial statements from the beginning of 2022.

The following table shows the total fair values of the assets and liabilities acquired.

EUR 1,000Logentia Oy (2022)Finazilla Oy (2022)
Consideration transferred
In cash6,4222,804
In shares1,5000
Contingent consideration1,0001,500
Total consideration transferred8,9224,304
Assets acquired and liabilities assumed at the date of acquisition
Customer relationships1,370183
Technology717598
Other intangible assets0107
Right-of-use assets32152
Trade and other receivables736113
Cash and cash equivalents2,317233
Total assets5,1721,386
Lease liabilities32152
Trade and other payables1,16490
Deferred tax liabilities417156
Total liabilities1,613398
Total acquired net assets3,559988
Total consideration transferred8,9224,304
Goodwill5,3633,316
Cash flow impact of acquisitions
Consideration paid in cash6,4222,804
Cash and cash equivalents transferred-2,317-233
Net cash flow on acquisition4,1052,571

Events after the review period

Lemonsoft has announced on 11 April 2023 that it has switched to IFRS reporting. The company estimates that the transition to IFRS reporting will increase the comparability of financial figures with other companies in the industry and increase the interest of international investors in the company.

KEY FIGURES

Alternative performance measures

Adjusted EBITDA

EUR 1,0001-3/20231-3/20221-12/2022
EBITDA1,6111,5427,332
EBITDA, % of net sales27.2 %30.8 %32.5 %
M&A expenses711257
Adjusted EBITDA1,6181,5537,589
Adjusted EBITDA, % of net sales27.3 %31.0 %33.7 %

Adjusted EBIT

EUR 1,0001-3/20231-3/20221-12/2022
EBIT1,3611,4326,594
EBIT, % of net sales23.0 %28.6 %29.2 %
M&A expenses711257
Amortisation of intangible assets related to business combinations960203
Adjusted EBIT1,4641,4437,054
Adjusted EBIT, % of net sales24.7 %28.8 %31.3 %

Organic growth of net sales

EUR 1,0001-3/20231-3/20221-12/2022
Net sales5,9185,00222,550
Impact of acquisitions-856-803-3,625
Net sales of comparison period5,0023,84917,227
Organic growth of net sales, %1.2 %9.1 %9.9 %

Calculation of key figures

Gross Margin
Net sales + Other operating income – Materials and services

EBITDA
EBIT+ Depreciation and amortisation

Adjusted EBITDA
EBIT + Depreciation and amortisation + M&A expenses +/- Other significant non-recurring items affecting comparability

EBIT
Net sales + Other operating income – Materials and services – Employee benefit expenses – Other operating expenses – Depreciation and amortisation

Adjusted EBIT
EBIT + Amortisation of intangible assets related to business combinations + M&A expenses +/- Other significant non-recurring items affecting comparability

Equity ratio, %
Equity +/- Non-controlling interests x100 / (Balance sheet total – Advances received)

Net debt
Loans from credit institutions + Lease liabilities – Cash and cash equivalents

Gearing, %
(Loans from credit institutions + Lease liabilities – Cash and cash equivalents) x100 / Equity

Earnings per share (EPS)
Profit (loss) for the period attributable to owners of the parent company / Weighted average number of ordinary shares outstanding during the financial year

Return on invested capital (ROIC), %
(Profit (loss) for the period + Financial expenses + Tax expense) / (Equity + Loans from credit institutions + Lease liabilities)

Return on equity (ROE), %
Profit (loss) for the period / ((Equity at the beginning of the period + Equity at the end of the period) /2)

Lemonsoft Oyj: Transition to IFRS reporting

Lemonsoft Oyj | Company Release | April 11, 2023 at 14:00 EEST

Lemonsoft Oyj (hereafter also ”Lemonsoft”, ”Group”) has converted from Finnish Accounting Standards (“FAS”) to International Financial Reporting Standards (“IFRS”). The company estimates that the transition to IFRS reporting will increase the comparability of financial figures with other companies in the industry and increase the interest of international investors in the company.

Lemonsoft Oyj will prepare its consolidated financial statements and interim reports for the financial year ending 31 December 2023 in accordance with IFRS, including the comparative information for the financial year 2022. The Group’s date of transition to IFRS is 1 January 2022. Lemonsoft will publish its first interim report prepared in accordance with IFRS on 28 April 2023. For periods up to and including the year ended 31 December 2022, Lemonsoft prepared its annual financial statements and interim reports in accordance with Finnish Accounting Standards.

In order to provide its investors with comparative information in accordance with IFRS even before the publication of the interim report, Lemonsoft publishes information on the consolidated income statement, balance sheet and key figures of the Group for the financial year ended 31 December 2022, and for the interim periods ended 30 September 2022, 30 June 2022 and 31 March 2022. In addition, the opening IFRS balance sheet as at the transition date, a summary of the principal impacts resulting from the IFRS transition and significant accounting principles are presented.

Further details on historical financial information prepared in accordance with FAS is available on Lemonsoft's website at www.lemonsoft.fi.

Key figures (IFRS)

IFRS-compliant consolidated income statement and balance sheet information and explanations of the principal changes resulting from the transition to IFRS compared to FAS

The financial information presented in this release has been prepared in accordance with IFRS in force on 1 January 2023. On transition, Lemonsoft applied IFRS 1 First-time Adoption of International Financial Reporting Standards. The financial information presented in this release is unaudited, except for the consolidated income statement for the financial year 2022 and consolidated balance sheet at 31 December 2022 prepared in accordance with FAS.

When preparing the comparative information, the Group adjusted the financial information drawn up in accordance with FAS. The principal impacts resulting from the IFRS transition on the financial information reported by Lemonsoft arise from the differences in recognition and measurement for leases (IFRS 16), business combinations (IFRS 3), development costs (IAS 38) and financial instruments (IFRS 9). The IFRS adjustments made in the transition are explained below.

Basis of accounting

The consolidated financial statements presented in this announcement have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union at 1 January 2023. In the EU IFRS are standards and their interpretations adopted in accordance with the procedure laid down in regulation (EC) No 1606/2002 of the European Parliament and of the Council.

The consolidated financial statements have been drawn up on a historical cost basis, except when otherwise indicated.

The information in the interim report is presented in thousands of Euro, except when otherwise stated. All figures presented have been rounded, and consequently the sum of individual figures may deviate from the presented aggregate figure. The figures presented in brackets refer to the 2022 comparative period or date, unless otherwise indicated. The financial year of Lemonsoft is the calendar year.

The preparation of IFRS financial statements requires management to make judgments, estimates and assumptions. These affect the reported amounts of assets and liabilities, disclosure of contingent assets and contingent liabilities at the period-end, as well as the reported amounts of income and expenses during the reporting period. The estimates and assumptions are based on historical experience and other justified factors, such as future expectations. Lemonsoft management believes that these are reasonable under the circumstances at the end of the reporting period and the time when they were made. Although the estimates are based on management's best knowledge of the current events and actions at the time of preparing the financial statements, actual results may ultimately differ from those estimates. Lemonsoft recognises such changes in the period in which the estimate or the assumption is revised.

Accounting policies requiring management judgement

Judgments that Lemonsoft management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements, relate to the following areas:

Business combinations: Identification and recognition of intangible assets separately from goodwill.

Leases: Determining the lease term when a lease includes extension or termination options.

Estimates and assumptions

The assumptions and major estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to determination of the key assumptions used in calculating recoverable amounts underlying goodwill impairment testing.

SIGNIFICANT ACCOUNTING PRINCIPLES

Consolidation

The consolidated financial statements incorporate the financial statements of the parent company Lemonsoft Oyj, and of all those subsidiaries over which the parent company has control at the end of the reporting period. Lemonsoft has control when it is exposed to, or has rights to, variable returns from its involvement with the entity and has ability to affect those returns through its power to direct the activities of the entity. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when Lemonsoft loses control of the subsidiary.

Acquired entities are accounted for by using the acquisition method. The consideration transferred and the identifiable assets acquired and liabilities assumed in the acquiree are measured at the acquisition-date fair values. The excess is accounted for as goodwill.

The consideration transferred includes the assets transferred, liabilities incurred by Lemonsoft to former owners of the acquiree, and any equity interests issued. Any contingent consideration (additional purchase price) is measured at fair value at the acquisition date, and is classified as either liability or equity. An additional purchase price classified as a liability is remeasured at fair value at each period-end, and resulting changes in fair values are recognised in profit or loss. Goodwill that arose prior to 1 January 2022 remains as stated under FAS at the transition date.

In preparation of consolidated financial statements intragroup transactions, receivables, liabilities and unrealised margins as well as distribution of profits within the Group are eliminated.

Lemonsoft has initially measured non-controlling interests (NCI) at their proportionate share of the acquiree’s identifiable net assets at the acquisition date. NCI in the net assets of the subsidiaries consolidated are identified separately from the Group’s equity therein. NCI consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of post-combination changes in equity. Total comprehensive income is attributed to the owners of the parent and NCI even if this results in the NCI having a deficit balance. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Revenue recognition

The five-step model of IFRS 15 Revenue from Contracts with Customers is applied in recognition of revenue. The model identifies the customer contract, the performance obligations of the contract, determines the transaction prices, allocates the transaction price to the performance obligations, and recognises the revenue. The Group recognises revenues less indirect taxes in an amount that Lemonsoft expects to be entitled in exchange for the products and/or services transferred.

Lemonsoft Group's revenues consist of the following revenue streams: SaaS, Transaction services as well as Consulting and other services.

Contracts may contain a performance obligation consisting of a series of distinct services or several performance obligations.

The majority of the Group's revenue is recognised over time as the customer is considered to benefit from the services as they are transferred. Revenues from SaaS and Transaction services are recognised over time. A customer is invoiced on a fixed monthly basis over the contract term, or monthly based on the actual number of users and transaction volumes. Revenues from Other services provided by the Group are recognised as the service is transferred to the customer.

The Group also has fixed-price projects in which invoicing is based on the milestones specified in the project plan, aligned with the measure of progress of the project. In recognising project revenues the measure of progress is followed up throughout the project. If it is likely that the total costs of completion will exceed the revenues from the transaction, the expected loss is recognised as an expense immediately.

Variable considerations in contracts are estimated and included in net sales only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur subsequently. The amount of the variable consideration is reassessed at the end of each reporting period. The payment terms and conditions for the contracts vary but typically the payment term is 14 days. The Group has no significant financing components in its customer contracts.

Segment disclosures

Lemonsoft reports for its business operations as a single entity, i.e. at the Group level. This is based on the Group's business model and the fact that the performance and resources are reviewed as a single unit. Also, the Group's reporting model and management structure are based on this approach.

Foreign currency transactions and balances

The consolidated financial statements are presented in Euro, which is the functional and presentation currency of the parent company and subsidiaries. Foreign currency transactions are translated into Euro using the exchange rates prevailing at the dates of the transactions.

EBIT

EBIT is the net amount attained when net sales are added by other operating income, less material and service expenses adjusted with change in inventories, employee benefit expenses, depreciation, amortisation and impairment losses, and other operating expenses. All other items in the income statement are presented below EBIT.

Employee benefits

Short-term employee benefits include wages, salaries, fringe benefits, annual leave and bonuses. They are recognised in the period in which the employees perform the work.

The Group's pension plans are defined contribution plans. In a defined contribution plan, the Group makes fixed contributions into a separate entity, and the Group has no legal or constructive obligation to make further contributions. The contributions made to the defined contribution plans are charged to profit or loss under employee benefit expenses in the period to which the charge applies.

Financial income and financial expenses

Lemonsoft recognises interest income and interest expenses using the effective interest method. The Group has not capitalised borrowing costs.

Income taxes

The income tax expense in the income statement comprises current tax for the financial year and the change in deferred tax liabilities and deferred tax assets. The current tax charge is determined based on the taxable income using the tax rate enacted (or substantively enacted). This tax is adjusted with any taxes relating to previous financial years.

Deferred tax is provided on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and unused tax losses or unused tax credits.

Deferred tax liabilities are usually recognised in full. However, deferred tax liability is not accounted for, if it arises from the initial recognition of goodwill, or the initial recognition of an asset or liability in a transaction which is not a business combination, and at the time of the transaction, affects neither accounting profit nor taxable profit.

A deferred tax assets is recognised for deductible temporary differences only to the extent that it is probable that taxable income will be generated in the future against which Lemonsoft can utilise the temporary difference. The Group reviews the amount of deferred tax assets recognised and their recoverability at each period-end.

Earnings per share (EPS)

Basic earnings per share is determined by dividing the profit (loss) for the financial year attributable to the owners of the parent company by the weighted average number of ordinary shares outstanding (during the financial year), excluding any treasury shares held by the company.

Goodwill

Goodwill is recognised at the excess of the consideration transferred, amount of any non-controlling interest in the acquiree, and the acquisition-date fair value of any previous equity interest in the acquiree, over the fair value of the net identifiable assets acquired. Goodwill reflects future synergies expected from acquisitions, among others. Goodwill is carried at historical cost less accumulated impairment losses and is not subject to amortisation but is tested at least annually for impairment. Impairment losses on goodwill are recorded in profit or loss and may not be reversed.

Intangible assets

The Group's intangible assets mainly comprise intangible assets identified and recognised in business combinations and relate to customer relationships and technology. They are initially recognised at fair value. Lemonsoft recognises an intangible asset only if the item meets the definition of an intangible asset, it is probable that the future economic benefits that are attributable to the asset will flow to the Group, and the cost of the asset can be measured reliably. All other expenditure is expensed as incurred. Separately acquired intangible assets are initially measured at cost. Subsequently, all intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

The Group capitalises development costs only if all of the following criteria are met: Lemonsoft is able to demonstrate that the completion of the intangible asset is technically feasible so that the asset is available for use or sale; Lemonsoft has the intention to complete and use or sell the intangible asset and is able to use or sell the intangible asset; Lemonsoft is able to demonstrate how the intangible asset will generate probable future economic benefits; Lemonsoft has resources to complete the development and to use or sell the intangible asset; Lemonsoft is able measure reliably the expenditure attributable to the intangible asset during its development.

Amortisation is recorded on a straight-line basis over the following estimated useful lives of the assets:

Development costs 5 years
Customer relationships 5 – 8 years
Technology 5 – 8 years
Intangible rights 5 years

Lemonsoft reviews the amortisation periods applied at least at each financial year-end. If the estimated useful life of an asset differs significantly from previous estimates, the remaining useful life is adjusted prospectively. The changes may arise from, for example, restructuring actions or changes in the competitive landscape or demand.

In addition, Lemonsoft assesses at each period-end whether there is an indication that an intangible asset may be impaired. If any indication exists, Lemonsoft estimates the asset’s recoverable amount. When the carrying amount of an asset exceeds its recoverable amount, the difference, i.e. an impairment loss, is recognised in profit or loss.

Impairment testing of goodwill

For the purposes of impairment testing, goodwill is allocated to the cash-generating units (CGUs) that are expected to benefit from the business combination in which the goodwill arose. Goodwill was tested on the Group level, i.e. at the level of Lemonsoft's cash-generating unit. An impairment loss is recognised when the carrying amount of a cash-generating unit exceeds its recoverable amount.

Lemonsoft determines recoverable amounts based on value-in-use calculations prepared using discounted net cash flow forecasts. The cash flow projections are based on the most recent long-term budgets and forecasts approved by management covering a five-year period. The cash flow forecasts are based on the current business structure of the Lemonsoft Group at the testing date, and management's best estimates of future net sales, cost development, general market conditions and the applicable discount rate. For the period beyond the five-year time horizon, the cash flows are calculated using the terminal value method. Lemonsoft defines the discount rate as the weighted average cost of capital (WACC). It reflects the total cost of equity and debt, while considering the asset-specific risks.

Tangible assets

The cost comprises directly attributable incremental costs incurred in acquisition and installation, as applicable. Subsequently, tangible assets are carried at cost, less any accumulated depreciation and any accumulated impairment losses.

Tangible assets are depreciated on a straight-line basis in profit or loss using the following estimated useful lives:

Machinery and equipment 5 years
Other tangible assets 5 years

Lemonsoft reviews the estimated useful lives and residual values at least at each financial year-end. If they differ significantly from previous estimates, the depreciation period is adjusted for prospectively. The Group assesses at each period-end whether there are internal or external indications that a tangible asset may be impaired. If indications exist, Lemonsoft estimates the asset’s recoverable amount. If the carrying amount of an asset exceeds its recoverable amount, the Group recognises an impairment loss.

Leases

Lemonsoft has leased office space for its business. Lemonsoft as a lessee recognises a right-of-use asset and corresponding lease liability when the lessor makes the asset available for use by the Group. The Group recognises leases on the balance sheet, except for short-term leases and leases of low-value assets.

Initially, right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, any initial direct costs incurred, and any lease payments made at or before the commencement date, less any lease incentives provided by lessor.

Subsequently, right-of-use assets are carried at cost less any accumulated depreciation and any accumulated impairment losses. It is adjusted for certain remeasurements of the lease liability. The Group depreciates a right-of-use asset on a straight-line basis over the shorter of the lease term and the estimated useful life of the asset. Contracts with no fixed term and any extension options have been accounted for on a company-by-company basis, relying on the company’s strategy and management's best estimate. The depreciation periods applied by the Group range between 1.5 – 3.5 years.

Lease payments included in the measurement of the lease liability comprise the following items: fixed payments, variable lease payments that depend on an index or a rate, and the payments for the periods covered by purchase, extension or termination options, if it is reasonably certain that the Group will exercise the option. If the lease liability is remeasured, for example due to changes in future lease payments, the right-of-use asset is adjusted to reflect the change in the lease liability.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in in future lease payments arising from change in an index or rate, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or the adjustment is recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The lease term is the non-cancellable period for which Lemonsoft has the right to use the underlying asset.

Inventories

Inventories are measured at the lower of cost and net realisable value.

Financial assets and financial liabilities

Lemonsoft classifies the Group's financial assets and financial liabilities as either financial assets and liabilities recognised at amortised cost or financial assets and liabilities measured at fair value through profit or loss.

Classification of financial assets is made based on their purpose of use upon initial acquisition. The classification is based on the objectives of Lemonsoft's business model and the contractual cash flows of financial assets, or by applying the fair value option upon initial acquisition.

All purchases and sales of financial assets are recognised on the trade date. For financial assets not carried at fair value through profit or loss, transaction costs are included in the initial carrying amount. Financial assets are derecognised when the Group loses the rights to receive the contractual cash flows on the financial assets, or it has transferred substantially all the risks and rewards of ownership outside the Group.

In general, financial liabilities are classified as non-current or current based on their maturity. However, a financial liability is classified as current if Lemonsoft does not have an unconditional right to defer the settlement of the liability for at least 12 months after the end of the reporting period.

A financial liability (or part of the liability) is derecognised only when the liability has ceased to exist, i.e., when the contractual obligation is fulfilled, cancelled or is no longer effective.

Financial assets measured at amortised cost

The Group's financial assets measured at amortised cost mainly comprise trade receivables, deposits and cash and cash equivalents. Assets classified in this category are measured at amortised cost using the effective interest method. In the Group's business model, trade receivables are held within a business model whose objective is to collect the contractual cash flows, and those cash flows that are solely payments of principal and interest. Trade receivable are current assets. The carrying amount of trade receivables is considered to substantially equal to their fair value. The Group's cash and cash equivalents consist of cash on hand and bank accounts. Items qualifying as cash equivalent have a maturity of three months or less from the date of acquisition.

Financial assets measured at fair value through profit or loss

The Group's financial assets measured at fair value through profit or loss comprise investments in interest rate funds, whose fair values are based on market data.

Financial liabilities measured at amortised cost

In the Group, this item primarily includes loans from credit institutions, lease liabilities and trade payables. These other financial liabilities are initially recognised at fair value. Transaction costs are included in the initial carrying amount of the financial liability. Subsequently, these financial liabilities are measured at amortised cost using the effective interest method. Amortised cost is calculated by considering any discount or premium on acquisition as well as fees or costs that are an integral part of the effective interest rate.

Financial liabilities measured at fair value through profit or loss

A financial liability is classified as at fair value through profit or loss if it is classified as held for trading, it is a derivative or it is designated as such on initial recognition. Such financial liabilities are measured at fair value both at initial recognition and thereafter and resulting fair value changes are recognised in profit or loss.

Lemonsoft Group had no financial liabilities measured at fair value through profit or loss at the end of the reporting period.

Adoption of new and amended standards in future financial years

The Group has not yet adopted the amended standards and interpretations already issued by the IASB applicable for annual financial periods beginning on or after 1 January 2024. Lemonsoft will adopt these pronouncements as of the effective date of each of the pronouncements, or if the effective date is not the first day of the financial year, as of the beginning of the next financial year following the effective date, provided they have been endorsed for use in the EU. Currently, Lemonsoft believes that these pronouncements will not have a significant effect on the future consolidated financial statements.

IMPACTS OF IFRS TRANSITION

Consolidated income statement 1 January – 31 December 2022

Consolidated income statement 1 October – 31 December 2022

Consolidated balance sheet 31 December 2022

Consolidated income statement 1 January – 30 September 2022

Consolidated income statement 1 July – 30 September 2022

Consolidated balance sheet 30 September 2022

Consolidated income statement 1 January – 30 June 2022

Consolidated income statement 1 April – 30 June 2022

Consolidated balance sheet 30 June 2022

Consolidated income statement 1 January – 31 March 2022

Consolidated balance sheet 31 March 2022

Consolidated opening balance sheet 1 January 2022

The IFRS adjustments made to the income statement and balance sheet items are explained below. The references in the tables relate to the explanations below. Basically, deferred taxes have been recorded on all adjustments. The Group has no items of other comprehensive income.

1. Leases, Lemonsoft as lessee (IFRS 16 Leases)

Lemonsoft has leased office space. In its FAS financial statements, the Group recognised the rental expenses under Other operating expenses for the financial year to which they related. On transition, lease payments are now apportioned between the reduction of lease liability and the interest charge on the lease liability. Furthermore, depreciation of the right-of-use assets is recorded in profit or loss.

On transition, Lemonsoft recognised an adjustment, EUR 731 thousand, both under right-of-use assets and financial liabilities (current and non-current portions). At the end of the financial year 2022, the right-of-use assets totalled EUR 628 thousand and lease liabilities EUR 631 thousand.

Lemonsoft applied certain exemptions as allowed under IFRS 1 on transition. On 1 January 2022, the Group measured the lease liabilities by discounting the future cash flows of the leases using the transition date incremental borrowing rate. The right-of-use assets were recognised at those amounts. Furthermore, Lemonsoft has elected to apply the recognition exemption both to short-term leases (a lease that, at the commencement date, has a lease term of 12 months or less) and to leases of low value assets (each asset with a value of approximately EUR 5,000 or less when new).

In the financial year 2022, the decrease in other operating expenses was EUR 297 thousand. The depreciation totalling EUR 293 thousand was recognised on the right-of-use assets, in addition to which lease interest expenses increased financial expenses by a total of EUR 7 thousand.

2. Business combinations (IFRS 3 Business Combinations)

On transition, Lemonsoft applied the exemption for the accounting treatment of pre-transition date business combinations, which were not restated in accordance with IFRS 3. On 1 January 2022, the goodwill arisen from those acquisitions totalled EUR 6,424 thousand.

In the FAS financial statements, planned amortisation is recognised on goodwill. Under IFRS, goodwill is not amortised but tested for impairment at least annually. Consequently, the 2022 annual amortisation recognised in accordance with FAS, in total EUR 1,946 thousand, were reversed. Based on the impairment tests performed as at 1 January 2022 and 31 December 2022, the goodwill was not impaired. In addition, for the goodwill amortisation recognised in 2022 deductible for tax purposes, a deferred tax liability was recognised.

In 2022, Lemonsoft acquired the entire share capital of Logentia Oy and Finanzilla Oy. Logentia has been consolidated since June 2022 and Finanzilla since July 2022. Furthermore, the Group acquired the business of Duunissa.fi, which has been consolidated from beginning of December 2022.

In accordance with FAS, Lemonsoft has calculated the consolidation goodwill as the excess of the cost of the shares in question over the equity at the acquisition date. The assets acquired and the liabilities assumed in the post-transition date business combinations are measured at their acquisition-date fair values. The intangible assets identified in the acquisitions at the acquisition dates, which in those deals comprised customer relationships and technology, were separated from goodwill and recognised as separate balance sheet items. In applying IFRS 3, customer relationship-related intangible assets totalling EUR 1,621 thousand, technology-related intangible assets totalling EUR 1,372 thousand and deferred tax liabilities in total EUR 598 thousand were recognised in 2022 at the date of acquisition. Of these items, EUR 203 thousand was amortised for the financial year 2022. Correspondingly, these acquisitions increased goodwill by EUR 9,294 thousand.

IFRS also requires acquisition-related costs, such as professional fees and transfer taxes, be expensed but under FAS these costs are usually capitalised. An additional expense of EUR 199 thousand was recognised in other operating expenses for the acquisitions.

3. Capitalisation of product development costs (IAS 38 Intangible Assets)

Under IFRS, development costs resulting from the design of new or significantly improved products are capitalised as intangible assets if the costs of the development phase can be reliably determined, the completion of the product is technically feasible, the Group is able to use the product or sell it, the Group is able to demonstrate how the product will generate probable future economic benefits, and the Group has both the intention and the resources to complete the development work and use the product or sell it. According to FAS, development costs may be capitalised if they are expected to generate income over several financial years.

Balance sheet item Intangible assets increased due to the IFRS transition, as total EUR 437 thousand additional R&D expenses were capitalized.

4. Other IFRS adjustments

Other adjustments comprise the following:

On transition, Lemonsoft Group recognised credit losses using the model based on expected credit losses, i.e. at an amount equal to the lifetime expected credit losses for a trade receivable. The resulting allowance, decreasing trade receivables amounted to EUR 52 thousand on 31 December 2022.

Lemonsoft has capitalised leasehold improvements costs for premises (IAS 16 Property, Plant and Equipment). Under FAS, these capitalised costs are usually accounted for as intangible assets but under IFRS they are tangible assets due to their nature. The reclassification adjustment totalled EUR 244 thousand.

Deferred tax assets, which are presented as current assets in the FAS financial statements, were reclassified to non-current assets in accordance with IFRS.

Summary of impacts of IFRS transition on Lemonsoft Group's equity and cash flows

The impact on interim results is consistent with the impact on equity.

The most significant impacts of the IFRS transition on the cash flow statement result in from lease accounting. Repayments of lease liabilities are presented within financing activities in the IFRS cash flow statement. In the FAS cash flow statement, lease charges are presented within operating activities.

ALTERNATIVE PERFORMANCE MEASURES (APMs)

Lemonsoft uses alternative performance measures (APMs), such as adjusted EBIT and adjusted EBITDA, in financial goal setting, forecasting and monitoring of the Group's profit development as well as in resource allocation as part of the Group's business management process. In accordance with ESMA's guidelines on alternative performance measures (Guidelines on Alternative Performance Measures), an alternative performance measure (APM) is considered to be a financial performance indicator that describes past or future results, financial position or cash flows, and which is other than the financial performance indicator defined or named in the applicable accounting standards.

Reconciliations of alternative performance measures

Reconciliation of items affecting adjusted EBIT

Reconciliation of items affecting adjusted EBITDA

CALCULATION OF KEY FIGURES

Gross Margin
Net sales + Other operating income – Materials and services

EBITDA
EBIT+ Depreciation and amortisation

Adjusted EBITDA
EBIT + Depreciation and amortisation + M&A expenses +/- Other significant non-recurring items affecting comparability

EBIT
Net sales + Other operating income – Materials and services – Employee benefit expenses – Other operating expenses – Depreciation and amortisation

Adjusted EBIT
EBIT + Amortisation of intangible assets related to business combinations + M&A expenses +/- Other significant non-recurring items affecting comparability

Equity ratio, %
Equity +/- Non-controlling interests x100 / (Balance sheet total – Advances received)

Net debt
Loans from credit institutions + Lease liabilities – Cash and cash equivalents

Gearing, %
(Loans from credit institutions + Lease liabilities – Cash and cash equivalents) x100 / Equity

Earnings per share (EPS)
Profit (loss) for the period attributable to owners of the parent company / Weighted average number of ordinary shares outstanding during the financial year

Return on invested capital (ROIC), %
(Profit (loss) for the period + Financial expenses + Tax expense) / (Equity + Loans from credit institutions + Lease liabilities)

Return on equity (ROE), %
Profit (loss) for the period / ((Equity at the beginning of the period + Equity at the end of the period) /2)

For further information, please contact:

Mari Erkkilä
CFO
mari.erkkila@lemonsoft.fi
+358 40 768 1415

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

Certified Adviser:
Danske Bank A/S, Finland Branch, +358 40 841 3052

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.

Resolutions of Lemonsoft Oyj’s Annual General Meeting

Lemonsoft Oyj | Company Release | April 04, 2023 at 15:00:00 EEST

The Annual General Meeting of Lemonsoft Oyj was held on 4 April 2023 at Silveria Auditorium at the address Ruutikellarintie 4, 65100 Vaasa.

The Annual General Meeting adopted the annual accounts for the financial period ended on 31 December 2022 and discharged the members of the Board of Directors as well as the CEO from liability.

The use of the profit shown on the balance sheet and the distribution of dividends

The Annual General Meeting resolved 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 2022. The dividend shall be paid to shareholders registered on the record date, 6 April 2023, as a shareholder in the company’s shareholders’ register. The dividend will be paid on 17 April 2023.

The Annual General Meeting resolved that the share of profits not paid out in dividends for the accounting period be transferred on the company’s account for retained earnings.

Board of Directors

In accordance with the proposal of the Shareholders’ Nomination Committee, the Annual General Meeting resolved the number of members of the Board of Directors to be five. Christoffer Häggblom, Kari Joki-Hollanti, Ilkka Hiidenheimo, Saila Miettinen-Lähde and Michael Richter were re-elected as members of the Board of Directors.

The Annual General Meeting decided that the remuneration for the Chairman of the Board of Directors is a monthly fee of EUR 3,100 (previously EUR 3,000), for the ordinary members of the Board a monthly fee of EUR 1,550 (previously EUR 1,500) and that travel expenses shall be reimbursed in accordance with the company’s travel policy. The Annual General Meeting also decided that the remuneration of the Audit Committee remain unchanged, with the Chairman of the Audit Committee paid a fee of EUR 1,000 per meeting and the members of the Audit Committee paid a fee of EUR 500 per meeting.

Auditor

The Annual General Meeting decided that KPMG Oy Ab, Authorized Public Accountants firm, be elected as the company’s auditor. KPMG Oy Ab has advised the company that the auditor-in-charge will be Authorized Public Accountant Kim Järvi. The remuneration of the auditor will be paid according to reasonable invoice submitted by the auditor.

Authorizing the Board of Directors to decide on the repurchase of the company’s own shares

The Annual General Meeting authorized 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 all the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.
  • The company’s own shares shall be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders and using the company's unrestricted equity. The shares shall be repurchased in public trading organized by Nasdaq Helsinki Oy on the Nasdaq First North Growth Market Finland marketplace at the market price at the time of the purchase.
  • The shares shall be repurchased for the purpose of financing or carrying out possible 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 authorization remains valid until the 2024 Annual General Meeting, but not beyond 30 June 2024.

Authorizing the Board of Directors to decide on a share issue and the issuance of options and other special rights entitling to 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 with the following terms and conditions:

  • The maximum total number of shares to be issued by virtue of the authorization is 2,000,000 shares. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to finance or carry out acquisitions or other transactions, to carry out the company’s share-based incentive schemes, to improve the company's capital structure, or for other purposes decided by the Board.
  • The authorization entitles the Board of Directors to resolve on all the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.

The authorization is in force until the next Annual General Meeting, however, no longer than until 30 June 2024, and it would replace the previous authorizations granted regarding a directed share issue and issuance of special rights entitling to shares.

Amendment of the Articles of Association

The Annual General Meeting decided that the Articles of Association be amended to enable holding a general meeting also without a meeting venue as a so-called virtual meeting, if so decided by the Board of Directors. The Board of Directors proposes that the aforementioned amendment shall be implemented by amending § 6 of the Articles of Association to read as follows in its entirety:

“§ 6 The place of the General Meeting and participation in the General Meeting

The General Meeting shall be held in a place determined by the Board. In addition to the company’s registered office, the general meeting can be held in Helsinki, Espoo or Vantaa.

The Board of Directors may decide on the right for the shareholders to participate in a general meeting also in such a way that the shareholders exercise their decision-making power before the meeting or during the meeting by using telecommunication connection and technical means. Additionally, the Board of Directors may decide on organizing a general meeting without a meeting venue whereupon shareholders exercise their decision-making power in full and in real time during the meeting using telecommunication connection and technical means.”

Constitutive meeting of the Board of Directors

At the Board of Directors’ constitutive meeting held after the Annual General Meeting, Christoffer Häggblom was elected as Chairman of the Board of Directors of Lemonsoft Oyj.

Independence of the Board Members

The Board has in its organizing meeting on 4 April 2023 assessed its members’ independence of the company and of its significant shareholders, based on the Finnish Corporate Governance Code published by the Securities Market Association.

Saila Miettinen-Lähde and Ilkka Hiidenheimo are independent of both the company and its significant shareholders. Michael Richter is independent from the company but not independent from major shareholders (employee of major shareholder). Christoffer Häggblom is independent from the company but not independent from major shareholders (controlling interest in major shareholder, indirect ownership based on controlling interest through Rite Internet Ventures Holding AB). Kari Joki-Hollanti is not independent from the company or from major shareholders (CEO and major shareholder).

Lemonsoft Oyj
Board of Directors

Investor
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