LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 17.3.2023 AT 14.00 EET
Lemonsoft Oyj has published the Annual Report for the financial year 2022. The Annual Report includes the Report of the Board of Directors, the Financial Statements and the Auditor's Report for 2022.
The Annual Report can be found on https://investors.lemonsoft.fi/material/.
The Annual Report is also attached to this release as a pdf file.
LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 3.3.2023 AT 14.00 EET
Lemonsoft Oyj’s shareholders are invited to the Annual General Meeting to be held on 4 April 2023, starting at 10 a.m., at Silveria Auditorium at the address Ruutikellarintie 4, 65100 Vaasa. The reception of registered Annual General Meeting participants and the distribution of voting ballots will begin at the meeting venue at 9:30 a.m.
Shareholders may also exercise their right to vote by voting in advance. Instructions for advance voting are provided in section C of this Notice of the Annual General Meeting.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and persons to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the year 2022
Review by the CEO.
The Annual Report, which includes the company’s financial statements and the Report of the Board of Directors, is available from 17 March 2023 onwards on the company’s website at https://investors.lemonsoft.fi.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.14 per share is to be paid according to the confirmed balance sheet from the assets eligible for profit distribution for the accounting period ending on 31 December 2022, corresponding to a total dividend payout of approximately EUR 2,600,000. The dividend shall be paid to shareholders registered on the record date, 6 April 2023, as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 17 April 2023. The Board of Directors proposes further that the share of profits not paid out in dividends for the accounting period shall be transferred to the company’s retained earnings account.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the number of members on the Board of Directors and election of Board members
The Shareholders’ Nomination Board, the members of which represent the company’s three largest shareholders, or approximately 73% of all the shares and votes in the company, proposes to the Annual General Meeting that the Board of Directors shall consist of five actual members, same as before.
The Shareholders’ Nomination Board proposes that the company’s Board of Directors shall continue with the current composition and that the following five ordinary members shall be re-elected in the Board of Directors: Christoffer Häggblom, Kari Joki-Hollanti, Ilkka Hiidenheimo, Saila Miettinen-Lähde and Michael Richter.
11. Resolution on the remuneration for the members of the Board of Directors and the Board’s committees and the reimbursement of travel expenses
The Shareholders’ Nomination Board proposes 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 Shareholders’ Nomination Board proposes 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.
12. Resolution on the remuneration for the auditor
The Board of Directors proposes to the Annual General Meeting that the remuneration for the auditor is to be paid according to reasonable invoice submitted by the auditor.
13. Election of the auditor
The Board of Directors proposes 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 would be Authorized Public Accountant Kim Järvi.
14. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:
15. Authorizing the Board of Directors to decide on a share issue and the granting of option rights and other special rights entitling to shares
The Board proposes that the Annual General Meeting should authorize 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:
16. Amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting 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:
Ҥ 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.”
No other amendments are proposed to the Articles of Association.
17. Closing of the meeting
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B. Documents of the Annual General Meeting
The aforementioned decision proposals on the agenda of the Annual General Meeting and this notice of the Annual General Meeting are available on Lemonsoft Oyj’s website at https://investors.lemonsoft.fi. The company’s financial statements, report of the Board of Directors and auditor’s report will also be made available on the said website on 17 March 2023 at the latest. A copy of the annual report will be sent to shareholders by request. The decision proposals and the other aforementioned documents will also be available at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the Lemonsoft Oyj website from 15 April 2023.
C. Instructions for meeting participants
1. Shareholder registered in the list of shareholders
A shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date 23 March 2023 has the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account are registered in the company’s shareholder register.
Registration for the Annual General Meeting starts on 10 March 2023 at 10 a.m. A shareholder registered in the company’s shareholder register who wish to take part in the Annual General Meeting must register by Tuesday 28 March 2023 at 4 p.m. at the latest, by which time the registration must be received by the company. Shareholders can register for the Annual General Meeting as follows:
a) Via the company’s website at https://investors.lemonsoft.fi/yhtiokokous. For electronic registration, the shareholder or their legal representative is required to use strong identification by means of Finnish or Swedish bank IDs or a mobile ID; or
b) By email or post. A shareholder registering by email or post is required to submit the registration form and advance voting form available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous, or the corresponding information, by post to Innovatics Oy at the address Innovatics Oy, Yhtiökokous/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, or by email to agm@innovatics.fi.
The requested information, including the shareholder’s name, date of birth or Business ID, contact details, the name of a possible assistant or proxy representative, and the date of birth of the proxy representative. The personal data disclosed by shareholders to Lemonsoft Oyj will only be used in connection with the Annual General Meeting and related processing of the necessary registrations.
Shareholders or their proxy representatives must verify their identity and/or right of representation at the Annual General Meeting venue upon request.
More information on registration and advance voting is available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous and by telephone during the Annual General Meeting registration period from Innovatics Oy on +358 10 2818 909 on weekdays from 9 a.m. to 12 noon and from 1 p.m. to 4 p.m.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to take part in the Annual General Meeting by virtue of shares, based on which they, on the record date of the Annual General Meeting, 23 March 2023, would be entitled to be registered in the company’s shareholder register maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting also requires that the shareholder has been temporarily entered in the shareholders’ register maintained by Euroclear Finland Oy no later than on 30 March 2023 at 10 a.m. on the basis of such shares. With regard to nominee-registered shares, this constitutes registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
Holders of nominee-registered shares are advised to request well in advance the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions, registration for and participation in the Annual General Meeting and for advance voting from their custodian bank. The account manager of the custodian bank is required to temporarily register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting in the company’s shareholders’ register no later than the time stated above and, if necessary, take care of advance voting on behalf of the nominee-registered shareholder before the end of the registration period for nominee-registered shareholders on 30 March 2023. More information on this is also available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting by way of proxy representation. If they wish to do so, a shareholder’s proxy representative can also vote in advance in the manner described in this notice. The proxy representative must verify their identity for the electronic registration service and advance voting personally using strong identification, after which they will be able to register and vote in advance on behalf of the shareholder they represent. The proxy representative of a shareholder must present a dated power of attorney or provide other reliable proof that they are entitled to represent the shareholder at the Annual General Meeting. The right of representation can be demonstrated by means of the suomi.fi authorization service available via the electronic registration service.
The power of attorney template and voting instructions are available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous. If a shareholder takes part in the Annual General Meeting through several proxy representatives representing the shareholder based on shares in different book-entry accounts, the shares based on which each proxy representative represents the shareholder must be reported in conjunction with registration.
Any powers of attorney are to be primarily sent as an attachment in conjunction with electronic registration or alternatively by post to the address Innovatics Oy, Yhtiökokous/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, or by email to agm@innovatics.fi before the end of the registration period. In addition to submitting powers of attorney, the shareholder or their proxy representative must ensure that they register for the Annual General Meeting in the manner described in this notice.
4. Advance voting
Shareholders whose shareholdings in the company are entered in their personal Finnish book-entry account may vote in advance on the Annual General Meeting’s agenda items 7–16 between 10 a.m. on 10 March 2023 and 4 p.m. on 28 March 2023 in the following ways:
Shareholders who have voted in advance cannot use their right, pursuant to the Finnish Limited Liability Companies Act, to request more detailed information or their right to demand a vote at the Annual General Meeting, unless they participate in the Annual General Meeting at the meeting venue themselves or by proxy.
In the case of a nominee-registered shareholder, advance voting takes place through an account manager. The account manager may vote in advance on behalf of nominee-registered shareholders whom the account manager represents in accordance with the voting instructions given by the nominee-registered shareholders during the registration period set for nominee-registered shares.
The decision proposal subject to advance voting shall be deemed to have been submitted to the Annual General Meeting unchanged. The terms and conditions concerning electronic advance voting and other related instructions are available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous.
5. Other instructions/information
The Annual General Meeting will be conducted in Finnish.
Shareholders present at the Annual General Meeting have the right, pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, to request information concerning the matters on the agenda of the meeting.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the day of the notice of the meeting, 3 March 2023, Lemonsoft Oyj had a total of 18,538,019 shares and votes.
Vaasa, 3 March 2023
LEMONSOFT OYJ
BOARD OF DIRECTORS
LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 24.2.2023 AT 15.00 EET
In accordance with the principles resolved by the AGM 2022, a Shareholders’ Nomination Board of Lemonsoft Oyj has been appointed ahead of the Annual General Meeting 2023. The Shareholders’ Nomination Board has consisted of Sandra Backlund (representing Rite Ventures), Jarmo Kinnunen (representing Kari Joki-Hollanti) and Jonathan Schönbäck (representing ODIN Fonder). Sandra Backlund has acted as the Chair of the Nomination Board. The shareholders represented in the Nomination Board represent 74% of the votes in Lemonsoft Oyj.
The Shareholder’s Nomination Board’s proposal to the Annual General Meeting 2023
The Shareholder’s Nomination Board has prepared the following proposal to the Annual General Meeting:
Renumeration to the Members of the Board as well as renumeration of the Board’s Committees, in accordance with the renumeration policy
The Nomination Board proposes that as renumeration the Chairman of the Board will be paid a monthly fee of EUR 3,100 and other Board members will be paid a monthly fee of EUR 1,550. Travel expenses will be reimbursed in accordance with the company’s travel policy.
The Nomination Board proposes to the Annual General Meeting that no changes shall be made to the fees paid to the Audit Committee members, i.e. the Chair of the Audit Committee will continue to be paid EUR 1,000 per meeting and the members of the Audit Committee will continue to be paid EUR 500 per meeting.
Number of Members of the Board
The Nomination Board proposes that the Board of Directors shall continue to consist of five Board Members.
Composition of the Board, proposal of Board Members and Chair of the Board
The Nomination Board proposes to re-elect Christoffer Häggblom, Kari Joki-Hollanti, Michael Richter, Saila Miettinen-Lähde and Ilkka Hiidenheimo as members of the Board of Directors and to re-elect Christoffer Häggblom as Chair of the Board.
Information about the Board Members proposed for re-election can be found on the company’s website www.investors.lemonsoft.fi/board-of-directors.
The Shareholders’ Nomination Board’s motivation to the Board composition
The Nomination Committee has come to the conclusion that the proposed composition of the Board of Directors, consisting of five Board Members, is in good agreement with the requirements placed on the Board of Directors. The Nomination Board has specifically considered the competence areas within;
The Nomination Board is of the opinion that the Board of Directors, considering the Company’s business, state of development and otherwise, has an appropriate composition. Further, the Nomination Board is of the opinion that the Board Members complement each other well as regards qualifications and experiences.
The Nomination Board has considered the independence requirements on the Board Members contained in the Finnish Corporate Governance Code and noted that the proposal of the composition of the Board is in accordance with the requirements. The Nomination Board has also considered the diversity requirements of the Board contained in the Finnish Corporate Governance Code. The Nomination Board has discussed diversity perspectives on the premise that this is of importance to the composition of the Board and have thereby noted that the gender distribution in the board is not equally distributed. The Nomination Board will continue its process to, in a longer perspective, further strengthen the diversity of the Board.
Account of the Shareholders’ Nomination Board’s operations
The Nomination Board has held three recorded meetings and has had additional contacts between the meetings. The decisions made have been unanimous.
The Nomination Board has as basis for its work been provided with an evaluation of the Board of Directors and its work. The Nomination Board has also conducted interviews with Members of the Board and the Chairman of the Board has given a report on how the Board’s work has been carried out.
No other proposals for Board Members than by the members of the Nomination Board have been put forward.
LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 17.2.2023 AT 16.00 EET
Lemonsoft Oyj's Board of Directors has decided on a directed share issue and deviation from the shareholders' preemptive right based on the authorization given by the Annual General Meeting on 5 April 2022. The share issue is related to the acquisition of Logentia Oy announced on 6 May 2022 and the acquisition of Finazilla Oy announced on 8 July 2022.
The additional purchase prices to be paid to the sellers of Logentia Oy and Finazilla Oy ("Sellers") based on the financial results of 2022 will be paid partly by directing a total of 144,579 Lemonsoft’s new shares to the Sellers, and partly by cash consideration. The subscription price of the shares is EUR 7.55 per share, based on the volume-weighted average price of Lemonsoft Oyj’s share from 1 January to 31 January 2023.
As a result of the share issue, the total number of outstanding shares in Lemonsoft Oyj will increase to 18,538,019 shares. The new shares represent approximately 0.8 percent of all Lemonsoft's shares prior to the share issue.
The new shares will carry shareholder rights as of their registration day. The new shares are to be registered in the trade register and in the book value system maintained by Euroclear Finland Oy in the week beginning 20.2.2023. The new shares are estimated to be admitted to public trading together with Lemonsoft's old shares on 24.2.2023.
LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 17.2.2023 AT 10.00 EET
OCTOBER-DECEMBER 2022
JANUARY-DECEMBER 2022
Key Figures
| EUR 1,000 | 10-12/2022 | 10-12/2021 | Change | 1-12/2022 | 1-12/2021 | Change |
| Net sales | 6,449 | 4,943 | 30.5 % | 22,550 | 17,227 | 30.9 % |
| SaaS | 4,581 | 3,741 | 22.4 % | 16,989 | 12,996 | 30.7 % |
| Transaction | 308 | 298 | 3.6 % | 1,172 | 1,084 | 8.1 % |
| Consulting and other | 1,560 | 904 | 72.5 % | 4,390 | 3,148 | 39.4 % |
| Gross margin | 5,798 | 4,381 | 32.3 % | 19,982 | 15,380 | 29.9 % |
| Gross margin, % of net sales | 89.9 % | 88.6 % | 88.6 % | 89.3 % | ||
| EBITDA | 2,222 | 52 | 4146.5 % | 6,848 | 4,231 | 61.9 % |
| EBITDA, % of net sales | 34.5 % | 1.1 % | 30.4 % | 24.6 % | ||
| Adjusted EBITDA 1) | 2,236 | 1,269 | 76.2 % | 6,907 | 5,635 | 22.6 % |
| Adjusted EBITDA, % of net sales | 34.7 % | 25.7 % | 30.6 % | 32.7 % | ||
| EBIT | 1,497 | -298 | 603.1 % | 4,665 | 3,070 | 51.9 % |
| EBIT, % of net sales | 23.2 % | -6.0 % | 20.7 % | 17.8 % | ||
| Adjusted EBIT 2) | 2,159 | 1,207 | 78.8 % | 6,669 | 5,411 | 23.2 % |
| Adjusted EBIT, % of net sales | 33.5 % | 24.4 % | 29.6 % | 31.4 % | ||
| Profit (Loss) of the period/financial year | 977 | -364 | 368.6 % | 3,229 | 2,272 | 42.1 % |
| Profit (Loss) of the period/financial year, % of net sales | 15.2 % | -7.4 % | 14.3 % | 13.2 % | ||
| Equity ratio, % | 70.4 % | 75.0 % | 70.4 % | 75.0 % | ||
| Net debt | -9,292 | -15,760 | 41.0 % | -9,292 | -15,760 | 41.0 % |
| Gearing, % | -38.1 % | -71.7 % | -38.1 % | -71.7 % | ||
| Earnings per share (EPS) 3) | 0.05 | -0.02 | 348.2 % | 0.18 | 0.39 | -54.5 % |
| Number of employees at the end of the period | 184 | 153 | 20.3 % | 184 | 153 | 20.3 % |
| Outstanding shares at the end of the period | 18,393,440 | 18,273,726 | 18,393,440 | 18,273,726 | ||
| Average outstanding shares during the period | 18,393,440 | 17,849,151 | 18,343,559 | 5,879,408 |
1) Adjusted EBITDA is EBITDA adjusted by costs related to the acquisitions and the IPO as well as certain extraordinary items (Business Finland’s aid)
2) Adjusted EBIT is EBIT adjusted by goodwill amortizations, costs related to the acquisitions and the IPO as well as certain extraordinary items (Business Finland’s aid)
3) The share split has been considered in 2021 figures
CEO Kari Joki-Hollanti
Year 2022 was a period of strong growth. Our net sales grew 30.9 % and adjusted EBIT was 29.6 % of net sales. The year included three acquisitions: Logentia, Finazilla and Duunissa.fi. The latest of these was an asset deal, where we bought the business of Duunissa.fi to strengthen our work time monitoring solutions. The acquisitions made during 2022 have developed according to our objectives as part of the Lemonsoft group, and we will continue our active acquisition strategy also in the future.
The number of customers continued to grow and during the last quarter we gained nearly 600 new customers, of which Duunissa.fi brought almost 400. At the end of the year, Lemonsoft group had a total of approximately 8,200 customers. During the whole year, we gained around 1,400 new customers and improved our position in all focus industries.
The prevailing economic situation affected both new customer acquisition and the current customer base slightly more than expected – customer payment delays have increased, and several customer companies have reduced the number of users during the fall. Revenue churn increased slightly from previous year and was 3.5% of net sales, compared to 3.1% in 2021. The Net Revenue Retention (NRR) ended up at around 103% after the fourth quarter, compared to 108% in 2021.
As part of the ongoing strategy work, we moved to an industry-driven organizational model on 1 January 2023, in order to improve customer service in each industry and to clarify responsibilities within the organization. In the same context, we organized change negotiations as part of an overall effort to improve the efficiency of the company's operations. We will continue preparing the strategy update and will publish more detailed information and financial targets during the spring.
Although the uncertain global market situation will affect us as well, I believe that companies will continue digitalization to improve the efficiency of their businesses. A modern enterprise resource planning system is an excellent foundation for building a company's operations, and our investments in developing new technology help us to capture market share.
Group Financial Development
Group financial result and profitability
October-December 2022
Net sales for the review period were EUR 6,449 thousand (4,943). Net sales increased by EUR 1,506 thousand, 30.5%. Organic growth of the review period was 8.6%. 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 during the review period was 71.0% (75.7), the share of transaction income 4.8% (6.0), and consulting and other income 24.2% (18.3). The relative share of SaaS income in the fourth quarter was lower than before due to higher consulting income.
EBITDA was EUR 2,222 thousand (52), 34.5% (1.1) of net sales. EBITDA of the comparison period was affected by IPO expenses. Adjusted EBITDA (adjustments specified in the table EBITDA and EBIT Adjustments) was EUR 2,236 thousand (1,269), 34.7% (25.7) of net sales.
EBIT was EUR 1,497 thousand (-298), 23.2% (-6.0) of net sales. EBIT of the comparison period was affected by IPO expenses. Adjusted EBIT (adjustments specified in the table EBITDA and EBIT Adjustments) was EUR 2,159 thousand (1,207), 33.5% (24.4) of net sales.
Profit for the review period was EUR 977 thousand (-364), 15.2% (-7.4) of net sales.
Cash flow from operating activities during the review period was EUR 2,692 thousand (269).
January-December 2022
Net sales for the review period were EUR 22,550 thousand (17,227). Net sales increased by EUR 5,323 thousand, 30.9%. Organic growth of the review period was 9.9%. Net sales grew especially due to new customer acquisition and the acquisitions of Logentia Oy (2022), Finazilla Oy (2022), Duunissa.fi business (2022), Metsys Oy (2021), PlanMill Oy (2021) and Talosofta business (2021). Out of these, Metsys's net sales have been included in the comparison period since February, PlanMill's net sales have been included in the comparison period since August, and Talosofta's net sales have been included in the comparison period since July. Logentia's net sales have been included in the review period since June, Finazilla's net sales have been included in the review period since July and Duunissa.fi’s net sales have been included in the review period only in December.
The share of SaaS income during the review period was 75.3% (75.4), the share of transaction income 5.2% (6.3), and consulting and other income 19.5% (18.3).
EBITDA was EUR 6,848 thousand (4,231), 30.4% (24.6) of net sales. Adjusted EBITDA (adjustments specified in the table EBITDA and EBIT Adjustments) was EUR 6,907 thousand (5,635), 30.6% (32.7) of net sales. As expected, adjusted EBITDA of the review period was affected by increased salary costs due to recruitments and higher administrative costs in other operating expenses.
EBIT was EUR 4,665 thousand (3,070), 20.7% (17.8) of net sales. Adjusted EBIT (adjustments specified in the table EBITDA and EBIT Adjustments) was EUR 6,669 thousand (5,411), 29.6% (31.4) of net sales. As expected, adjusted EBIT of the review period was affected by increased salary costs due to recruitments and higher administrative costs in other operating expenses.
Profit for the review period was EUR 3,229 thousand (2,272), 14.3% (13.2) of net sales.
Cash flow from operating activities during the review period was EUR 5,706 thousand (3,994).
Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 35,063 thousand (29,798 at the end of the year 2021). The balance sheet total was increased especially by the acquisitions of Logentia Oy and Finazilla Oy.
The Group has capitalized R&D expenses of EUR 307 thousand during the review period. At the end of the review period, the Group's balance sheet included capitalized R&D expenses totalling EUR 411 thousand (60 at the end of the year 2021).
Equity at the end of the review period was EUR 24,362 thousand (21,991 at the end of the year 2021), equity increased EUR 2,372 thousand.
Equity ratio at the end of the review period was 70.4% (75.0 at the end of the year 2021) and interest-bearing debt was EUR 2,400 thousand (3,300 at the end of the year 2021).
Cash and cash equivalents at the end of the review period were EUR 11,692 thousand (19,060 at the end of the year 2021).
Personnel, management and administration
The Group number of employees was 184 (153) on 31 December 2022. Recruitments of the review period have strengthened the R&D, Sales and Customer service functions.
The personnel are divided as follows:
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 18,393,440 (18,273,726) shares. The average number of shares during the review period was 18,393,440 (17,849,151).
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 12.58 and the lowest EUR 7.00. The closing price on 31 December 2022 was EUR 7.96. The market value of the company at the closing price of the review period was approximately EUR 146.4 million. Average daily trading volume during the review period was 6,299 shares (EUR 50,998).
On 31 December 2022, the company had a total of 2,431 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 General Annual Meeting on 5 April 2022 to authorize the Board to decide on an ordinary or bonus issue of shares and the granting of special rights. 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 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 2023, and it replaces the previous authorizations granted regarding a directed share issue and issuance of special rights entitling to shares.
As part of the completion of the acquisition of Logentia Oy, Lemonsoft Oyj’s Board of Directors decided on a directed share issue, in which a total of 119,714 (EUR 1,500 thousand) new Lemonsoft Oyj shares were offered for subscription by Logentia Oy's shareholders transferring to Lemonsoft Oyj. As a result of the share issue, the total number of Lemonsoft Oyj’s outstanding shares increased to 18,393,440 shares.
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.
Board of Director’s proposal for dividend
At the end of the financial year 2022, the Group's parent company’s distributable funds were EUR 27,717 thousand and the net result of the Group's parent company for the financial year was EUR 4,443 thousand. There have been no material changes in the company's financial position since the end of the financial year.
Lemonsoft Oyj’s Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.14 (0.13) per share be paid for the financial year ended 31 December 2022, i.e. a total dividend of approximately EUR 2.6 million.
Events after the review period
Lemonsoft Oyj prepares the transition to IFRS reporting during 2023. 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. The company will announce the possible IFRS transition separately.
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 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 and Annual General Meeting in 2023
Lemonsoft Oyj will publish the following financial information in 2023:
The company's annual report for the financial year ending 31 December 2022 is scheduled for publication in the week beginning 13 March 2023.
Lemonsoft's Annual General Meeting is scheduled to be held on Tuesday, 4th of April 2023.
Webcast for investors and media
Lemonsoft will host a live webcast for investors and the media in English on February 17, 2023 at 1:00pm EET. The webcast can be followed online live via this link: https://lemonsoft.videosync.fi/2022-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
Accounting principles for the review period
The figures have been prepared in accordance with Finnish Accounting Standards (FAS).
The figures of the review period are unaudited.
CONSOLIDATED INCOME STATEMENT
| EUR 1,000 | 10-12/2022 | 10-12/2021 | 1-12/2022 | 1-12/2021 |
| NET SALES | 6,449 | 4,943 | 22,550 | 17,227 |
| Other operating income | 0 | 1 | 4 | 45 |
| Materials and services | -652 | -563 | -2,572 | -1,893 |
| Personnel expenses | -2,958 | -2,538 | -11,001 | -8,091 |
| Depreciation and amortization | ||||
| Depreciation | -176 | -146 | -559 | -462 |
| Goodwill amortization | -549 | -204 | -1,624 | -699 |
| Total depreciation and amortization | -725 | -350 | -2,184 | -1,161 |
| Other operating expenses | -617 | -1,791 | -2,132 | -3,059 |
| EBIT | 1,497 | -298 | 4,665 | 3,070 |
| Financial income and expenses | -4 | 27 | -19 | 16 |
| PROFIT (LOSS) BEFORE TAXES | 1,493 | -270 | 4,645 | 3,086 |
| Income taxes | -441 | -80 | -1,318 | -778 |
| Minority share | 75 | 13 | 98 | 35 |
| PROFIT (LOSS) FOR THE PERIOD/FINANCIAL YEAR | 977 | -364 | 3,229 | 2,272 |
CONSOLIDATED BALANCE SHEET
| EUR 1,000 | 12/2022 | 12/2021 |
| NON-CURRENT ASSETS | ||
| Intangible assets | 16,809 | 6,484 |
| Tangible assets | 757 | 533 |
| Investments | 2,878 | 1,874 |
| TOTAL NON-CURRENT ASSETS | 20,444 | 8,891 |
| CURRENT ASSETS | ||
| Inventories | 88 | 52 |
| Current receivables | 2,839 | 1,795 |
| Cash at bank and in hand | 11,692 | 19,060 |
| TOTAL CURRENT ASSETS | 14,619 | 20,907 |
| Total Assets | 35,063 | 29,798 |
| EQUITY | 24,362 | 21,991 |
| Minority interest | 129 | 30 |
| LIABILITIES | ||
| Non-current liabilites | 1,500 | 2,400 |
| Current liabilities | 9,072 | 5,377 |
| TOTAL LIABILITIES | 10,572 | 7,777 |
| Total equity and liabilities | 35,063 | 29,798 |
CONSOLIDATED CASH FLOW STATEMENT
| EUR 1,000 | 10-12/2022 | 10-12/2021 | 1-12/2022 | 1-12/2021 |
| Cash flow from operating activities: | ||||
| Profit (Loss) before taxes | 1,493 | -270 | 4,645 | 3,086 |
| Adjustments | 727 | 336 | 2,185 | 1,182 |
| Cash flow before change in working capital | 2,220 | 65 | 6,831 | 4,267 |
| Change in working capital | 707 | 225 | -8 | 328 |
| Cash flow from operating activities before financial items and taxes | 2,927 | 290 | 6,822 | 4,595 |
| Net financial items and taxes | -235 | -21 | -1,117 | -602 |
| Net cash from operating activities (A) | 2,692 | 269 | 5,706 | 3,994 |
| Cash flow from investing activities: | ||||
| Acquisition of intangible and tangible assets | -1,135 | 107 | -2,256 | -2,560 |
| Proceeds from sale of tangible and intangible assets | 0 | 32 | 0 | 107 |
| Other investments | 0 | -379 | -1,000 | -379 |
| Acquired shares in subsidiaries | 0 | 0 | -6,542 | -1,236 |
| Net cash used in investing activities (B) | -1,135 | -241 | -9,798 | -4,069 |
| Cash flow from financing activities: | ||||
| Dividends paid | 0 | 0 | -2,376 | -2,210 |
| Net cash flow from non-current loans | -450 | -450 | -900 | 1,300 |
| Share issue | 0 | 14,945 | 0 | 14,945 |
| Net cash from financing activities (C) | -450 | 14,495 | -3,276 | 14,035 |
| Change in cash at bank and in hand (A + B + C) increase (+) / decrease (–) | 1,108 | 14,523 | -7,368 | 13,960 |
| Cash at bank and in hand at the beginning of the period/financial year | 10,584 | 4,537 | 19,060 | 5,100 |
| Cash at bank and in hand at the end of the period/financial year | 11,692 | 19,060 | 11,692 | 19,060 |
| Change in cash | 1,108 | 14,523 | -7,368 | 13,960 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| EUR 1,000 | 1-12/2022 | 1-12/2021 |
| Restricted equity | ||
| Share capital at the beginning of the financial year | 80 | 8 |
| Increase of share capital | 0 | 72 |
| Share capital at the end of the financial year | 80 | 80 |
| Total restricted equity | 80 | 80 |
| Free equity | ||
| Invested unrestricted equity reserve at the beginning of the financial year | 14,980 | 36 |
| Directed share issue/IPO | 1,500 | 14,945 |
| Invested unrestricted equity reserve at the end of the financial year | 16,480 | 14,980 |
| Invested unrestricted equity reserve total | 16,480 | 14,980 |
| Retained earnings at the beginning of the financial year * | 6,949 | 6,935 |
| Dividends distributed | -2,376 | -2,210 |
| Increase of share capital | 0 | -72 |
| Retained earnings at the end of the financial year | 4,573 | 4,658 |
| Profit (Loss) for the financial year | 3,229 | 2,272 |
| Total free equity | 24,282 | 21,911 |
| Capital loans | ||
| Capital loans at the beginning of the financial year | 0 | 200 |
| Transfer of capital loan | 0 | -200 |
| Capital loans at the end of the financial year | 0 | 0 |
| Total capital loan | 0 | 0 |
| TOTAL EQUITY | 24,362 | 21,991 |
* Earnings from subsidiary mergers transferred to Retained earnings in 2021
* Change in the additional purchase price paid to the subsidiary transferred to Retained earnings in 2022
GROUP’S COMMITMENTS
| EUR 1,000 | 12/2022 | 12/2021 |
| Rental obligations | ||
| Rental obligations < 1 y | 268 | 200 |
| Rental obligations > 1 y | 109 | 5 |
| Total rental obligations | 377 | 205 |
| Lease obligations | ||
| Lease obligations < 1 y | 1 | 1 |
| Lease obligations > 1 y | 0 | 0 |
| Total lease obligations | 1 | 1 |
| Collateral securities | ||
| Cash pledges (movable object, security) * | 1,073 | 1,073 |
| Business mortgage, parent company | 2,000 | 2,000 |
| Total collateral securities | 3,073 | 3,073 |
*The value of cash pledges corresponds to the purchase price of the pledged real estate shares
CALCULATION OF KEY FIGURES
Gross margin = Net sales + Other operating income – Materials and services
EBITDA = EBIT + Depreciation and amortization
Adjusted EBITDA = EBIT + Depreciation and amortization – Business Finland’s aid + M&A costs + IPO costs
Operating profit (EBIT) = Net sales + Other operating income – Materials and services – Personnel expenses – Other operating expenses – Depreciation and amortization
Adjusted EBIT = EBIT – Business Finland’s aid + M&A costs + IPO costs + Goodwill amortization
Equity ratio, % = Equity +/- Minority interest x100 / (Balance sheet total – Advances received)
Net debt = Loans from credit institutions – Cash at bank and in hand
Gearing, % = (Loans from credit institutions – Cash at bank and in hand) x100 / Equity
Earnings per share (EPS) = Profit (Loss) of the period / Adjusted average number of outstanding shares during the period
EBITDA AND EBIT ADJUSTMENTS
| EUR 1,000 | 10-12/2022 | 10-12/2021 | 1-12/2022 | 1-12/2021 |
| EBITDA | 2,222 | 52 | 6,848 | 4,231 |
| EBITDA, % of net sales | 34.5 % | 1.1 % | 30.4 % | 24.6 % |
| Business Finland subsidies | 0 | 0 | 0 | -45 |
| M&A and IPO costs | 14 | 1,216 | 59 | 1,449 |
| Adjusted EBITDA | 2,236 | 1,269 | 6,907 | 5,635 |
| Adjusted EBITDA, % of net sales | 34.7 % | 25.7 % | 30.6 % | 32.7 % |
| EUR 1,000 | 10-12/2022 | 10-12/2021 | 1-12/2022 | 1-12/2021 |
| EBIT | 1,497 | -298 | 4,665 | 3,070 |
| EBIT, % of net sales | 23.2 % | -6.0 % | 20.7 % | 17.8 % |
| Business Finland subsidies | 0 | 0 | 0 | -45 |
| M&A and IPO costs | 14 | 1,216 | 59 | 1,449 |
| Goodwill amortization | 648 | 288 | 1,946 | 937 |
| Adjusted EBIT | 2,159 | 1,207 | 6,669 | 5,411 |
| Adjusted EBIT, % of net sales | 33.5 % | 24.4 % | 29.6 % | 31.4 % |
LEMONSOFT OYJ – PRESS RELEASE – 11.1.2023 AT 15.00 EET
Lemonsoft and Talenom have signed a cooperation agreement to provide Lemonsoft's ERP solutions and Talenom's accounting services to customers as a seamlessly integrated offering. Along with the cooperation, the companies can offer a comprehensive range of solutions to small and medium-sized companies that want to improve their operations and the efficiency of their business.
The cooperation supports Lemonsoft's growth strategy, which aims to offer customers a comprehensive software and service offering together with accounting firm and software company partners. The target is to start offering integrated services to customers with Talenom during the first quarter of 2023.
"We want to offer our customers the most efficient and comprehensive tools to manage their business. The integration of sales and purchase invoices and payroll between Talenom and Lemonsoft makes the customers' business more efficient and strengthens the automation of administrative processes," comments Kari Joki-Hollanti, CEO of Lemonsoft.
"Through the cooperation, we are able to offer accounting services to small and medium-sized companies as a seamlessly integrated offering together with Lemonsoft's enterprise resource planning system. With an efficient interface, we further improve accounting accuracy and make cooperation between our customers and our accountants more efficient", continues Talenom's Director of commercial partnerships Mika Musturi.
LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 13.12.2022 AT 16.00 EET
Lemonsoft Group’s change negotiations have ended. The objective of the negotiations was to support a more efficient organization of the company's operations, to eliminate overlaps with businesses acquired and to achieve synergy benefits within the group.
Simultaneously, Lemonsoft has decided to move to an industry-driven organizational model on 1 January 2023. The objective of the reorganization is to clarify responsibilities and improve customer service within each industry sector.
As a result of the change negotiations, 7 employees will be terminated. The negotiations included employees of Lemonsoft Oyj, Planmill Oy and Lixani Oy, approximately 130 employees in total, and the personnel reduction need was estimated to be less than 10 employees. Lemonsoft Group had 185 employees in the beginning of the change negotiations.
LEMONSOFT OYJ – PRESS RELEASE – 30.11.2022 AT 15.00 (EET)
Lemonsoft Oyj has 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.
Duunissa.fi offers the solution especially for the construction industry, with customers also in industrial manufacturing, wholesale & retail and service industries. The acquired business will be merged as part of Lemonsoft's overall work time management offering for various industries and the transaction will enable a wider range of products and services to be offered to Duunissa.fi's customers.
Duunissa.fi's net sales in 2021 was around 0.4 million euros. The business employs two people at its office in Helsinki.
CEO of Lemonsoft Oyj, Kari Joki-Hollanti:
"Duunissa.fi's solution is a good fit for Lemonsoft, and we are able to offer their wide customer base a comprehensive selection of products and services in construction, industrial manufacturing and professional services sectors."
Miikka Lindén, CEO of Korttilinna Oy:
"We wanted to develop an easy-to-use but modern solution for time and attendance monitoring and launched Duunissa.fi – service in 2016. The steady increase in the number of customers indicates a strong success. Now, we are happy to become a part of Lemonsoft Oyj. Together we are able to offer our customers even broader supply of services. A big thank you goes to our personnel who have done a great job and to whom new exciting opportunities are opening up within a larger company."
LEMONSOFT OYJ – INSIDE INFORMATION – 22.11.2022 AT 12.00 EET
Lemonsoft Oyj has decided to initiate change negotiations in the Lemonsoft Group in accordance with the Cooperation Act. The objective of the negotiations is to support a more efficient organization of the company's operations, to eliminate overlaps with businesses acquired and to achieve synergy benefits within the group.
In connection with the ongoing strategy update, Lemonsoft is considering moving to an industry-driven organizational model. The goal of the reorganization is to clarify responsibilities and improve customer service within each industry.
The negotiations include employees of Lemonsoft Oyj, Planmill Oy and Lixani Oy. Lemonsoft estimates the personnel reduction need to be less than 10 employees. About 130 employees in Finland are included in the change negotiations. Lemonsoft group employs a total of about 185 people.
LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 9.11.2022 AT 10.00 EET
Lemonsoft Oyj ("Lemonsoft") renews the group's management team as of November 9, 2022. The new management team consists of the following people and roles:
Kari Joki-Hollanti, CEO
Jan-Erik Lindfors, Deputy CEO
Mari Erkkilä, CFO
Pauli Siirtola, Director of Product Management
Alpo Luostarinen, Director, M&A and IR
Alpo Luostarinen, responsible for mergers and acquisitions as well as investor relations at Lemonsoft, has been appointed to the group's management team as of 9 November 2022. Luostarinen has been working in his role at Lemonsoft since 2021. Prior to this, he has worked in tasks related to M&A, financing and management consulting in various organizations.
Timur Karakan and Janika Vilponen, who previously acted as members of the management team, will continue at Lemonsoft.
CEO Kari Joki-Hollanti: "The implementation of our growth strategy is progressing well. Lemonsoft has grown significantly in recent years both in the number of customers and in the number of personnel. The renewed, more focused management team will focus on achieving Lemonsoft's strategic growth goals both organically and through acquisitions. At the same time, I would like to thank Timur and Janika for their contribution to the management team's work."