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Gofore Oyj

Interim / Quarterly Report Aug 15, 2024

3269_ir_2024-08-15_e1fca0fc-4cf3-4f86-b75e-1bcdd37697fa.pdf

Interim / Quarterly Report

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GOFORE PLC H1 / 2024

Half-Year Financial Report

C

January - June 2024

Q2 adjusted EBITA 12.7%, up from previous year

15 August 2024 Unaudited

April-June 2024 Highlights

Q2 adjusted EBITA 12.7%, up from previous year

  • · Profitability improved compared to comparison period. Adjusted EBITA 6.1 (5.4) million euros, 12.7% (11.3%).
  • Net sales grew by 0.9% despite lower demand, were 48.0 (47.6) million euros. Organic growth -3.1%.
  • · Utilisation rate improved slowly but trend-like during the quarter.
  • · April-June had one more working day than in 2023.
  • · Price competition exceptionally made customer prices drop, -1.0%, average salary +0.1%.
  • · Number of employees grew to a total of 1,453 (1,396) people. Overall capacity standing at 1,511 (1,489).
Group Key Figures Summary, MEUR Q2/2024 Q2/2023 2025
Net sales 48.0 47.6 189.2
Organic Growth of Net Sales, % -3.1% 22.0% 22.0%
Adjusted EBITA 6.1 5.4 26.7
Adjusted EBITA, % 12.7% 11.3% 14.1%
FRITA 6.1 5.4 27.1
Operating Profit (EBIT) 5.2 4.5 23.0
Earnings per share (EPS), undiluted 0.25 0.21 1.15
Earnings per share (EPS), diluted 0.25 0.21 1.15
Number of employees at the end of period 1,453 1,396 1,465
Overall capacity; in-house and subcontracted
statt (HIE), at the end of period
1,511 1,489 1,529

All figures are compared to the corresponding period of the previous year. All key figure calculation methods are explained in section "Calculation formulas for key figures"

January-June 2024 Highlights

Gofore's adjusted EBITA 13.2%

  • · Net sales grew by 0.5% and were 97.2 (96.7) million euros.
  • Adjusted EBITA 12.9 (13.7) million euros, 13.2% (14.2%) of net sales.
  • Customer prices dropped, -0.1%, average salary . development standing at +0.8%.
Group Key Figures Summary, MEUR H1/2024 H1/2023 2023
Net sales 97.2 96.7 189.2
Organic Growth of Net Sales, % -2.5% 27.1% 22.0%
Adjusted EBITA 12.9 13.7 26.7
Adjusted EBITA, % 13.2% 14.2% 14.1% :
FRITA 12.9 13.5 27.1
Operating Profit (EBIT) 11.0 11.6 23.0 :
Earnings per share (EPS), undiluted 0.53 0.56 1.15 -
Earnings per share (EPS), diluted 0.53 0.56 1.15
Number of employees at the end of period 1,453 1,396 1,465
Overall capacity; in-house and subcontracted
statt (FIE), at the end of period
1,511 1,489 1,529

All figures are compared to the corresponding period of the previous year. All key figure calculation methods are explained in section "Calculation formulas for key figures"

Long-term financial targets

In February 2024, Gofore's Board of Directors has decided to reiterate the company's financial targets that span over the economic cycle.

growth in net sales. At least 15% organic annual growth

15% Profitability of adjusted EBITA

40%

Dividends at least of annual net profit

Three avenues to growth

Strategy Update 2024

Gofore has for long carried out its strategy planning in a two-year cycle.

According to the same cycle, the strategy update will also this year take place at the end of this year.

The strategy update will be discussed in the 2025 Capital Markets Day in early 2025 so stay tuned for the date!

Thoughts from our CEO

Mikael Nylund

Gofore's profitability improved in the second quarter compared to that of previous year's, and adjusted EBITA was 12.7%. Our net sales were 48 million euros, which means we did not manage to grow this time, but instead remained in the previous year's level with organic growth slightly on the negative side.

The challenging period that is driven by the overall weak economy and has lasted for over a year has taught us how to live with new circumstances. Our strategic cornerstones, our idea of deep partnerships with customers and a comprehensive digital transformation service offering, continue to work for us. We have also learned to control our operative efficiency, especially utilisation rates, in a situation where customer projects include continuous changes and more change than before. Our profitability target has not enabled entering the toughest price competition, which has partly hampered our growth. We believe this to be the right choice for our long term success.

Customer demand picked up in the second quarter. This spring, more public sector tenders were started than in the beginning of the year. We especially saw a variety of frame agreement type of tenders on expert services in the social and wellbeing service area. In the private sector, some customers have continued to condense their supplier networks and increased control over price levels, as they have done since the beginning of the year.

Industrial sector customers' situations were varied and quite customer-specific. Some industrial customers managed to improve their performance, while others are still in a demand low point caused by global markets. Overall demand for Gofore's services developed positively.

At the same time, we continued to see negative impacts of customers' savings decisions. Some customers continued to shut or cut down projects. As we see it, this does not mean that digital development is slowing down. On one hand, this accumulates need. On the other, customers are almost forced to renew their development portfolios. Old projects that are not mission critical in the current situation are weeded out, making room for new investments that make more business sense. We consider this change healthy, and also one that makes sure Gofore's business is on a sustainable foundation as customers invest in the most important areas. Digital technology development, such as the current Al revolution, continuously creates new opportunities.

Operatively, the second quarter proceeded as expected. Project turnover presented challenges to our utilisation rates. Although we continue to lag behind our targets, we managed to continue the positive trend that has carried on throughout the calendar year, even considering the seasonality of the summer.

On the other hand, the competitive situation has continued tight, which can be seen in customer price development. Second quarter saw customer prices decline by 1% for the first time in a long time.

The general economic situation has continued weak against earlier expectations. This has partly slowed down the improvement of customer demand. However, we base our strategy on the growth potential of investments alongside the economy. Gofore has proven to be able and hungry to seize a growing market and to continue profitable growth.

Pioneer-like innovation of unique, value adding digital solutions of concepts builds our competitive edge also for the future. There is more information in this report on a growth engine programme called Forward'27 where we join our long-term customer Ponsse and develop a related concept for our Intelligent Industry clientele.

Gofore has for long carried out its strategy planning in a two-year cycle. According to the same cycle, our strategy update will also this year take place at the end of this year. We want to grab opportunities in a quickly changing world while strengthening our existing strengths further.

Quarterly Performance; Net sales and adjusted EBITA

EUR thousand, unless otherwise specified Q2/2024 Q1/2024 Q4/2023 Q3/2023 Q2/2023 Q1/2023
Net sales 47,977 : 49,237 : 51,710 : 40,821 : 47,561 : 49,150
Change in Net sales, % 1% : 0% : 13% : 29% : 28% 39%
Adjusted EBITA 6,094 : 6,782 : 8,276 : 4,730 : 5,397 : 8,302
Adjusted EBITA, % 12.7% 13.8% : 16.0% 11.6% : 11.3% : 16.9%
Change in Adjusted EBITA, % 13% : -18% : 10% : 26% : -4% : 62%
Organic growth of Net sales, % -3% = -2% - 9% : 20% : 22% 32%

Monthly Performance; Net sales and personnel

Month
2024
Net sales, MEUR
(Net sales 2023)
Pro forma
LTM Net sales
Number of employees
at end of period
No. of working days
in Finland
Full Time Equivalent,
FILE
Subcontracting,
File
January 16,9 (15,8) 193.3 1 463 (1 318): 22 (21) 1 372 (1 225) 147 (186)
February 16,3 (15,3); 193.7 1 461 (1 342) 21 (20) 1 372 (1 256) 149 (184)
March 16,0 (18,1): 191.3 1 456 (1 354). 20 (23) 1 371 (1 271) 160 (189)
April 17,0 (14,5). 193.1 1 456 (1 385): 21 (18) 1 372 (1 293): 155 (187)
May 16,8 (17,2); 192.3 1 455 (1 400) 21 (21) 1 369 (1 311) 159 (192)
June 14,2 (15,9): 189.7 1 453 (1 396): 19 (21) 1 368 (1 319) 143 (170)

Key Figures

EUR thousand, unless otherwise specified Q2/2024 Q2/2023 H1/2024 H1/2023 2023
Net sales 47,977 47,561 97,214 96,710 189,241
Change in Net sales, % 0.9% 28.1% 0.5% 33.4% 26.2%
EBITDA 7,108 6,176 14,859 14,970 30,428
EBITDA, % 14.8% 13.0% 15.3% 15.5% 16.1%
Adjusted EBITA 6,094 5,397 12,877 13,698 26,704
Adjusted EBITA, % 12.7% 11.3% 13.2% 14.2% 14.1%
EBITA 6,094 5,418 12,878 13,509 27,090
EBITA, % 12.7% 11.4% 13.2% 14.0% 14.3%
Operating Profit (EBIT) 5,208 4,460 10,978 11,594 23,019
Operating Profit (EBIT), % 10.9% 9.4% 11.3% 12.0% 12.2%
Profit for the period 4,098 3,431 8,495 8,873 18,263
Return on equity (ROE), % 16.7% 16.7% 17.9% 21.7% 21.1%
Return on investment (ROI), % 18.2% 18.0% 19.2% 23.1% 21.3%
Equity ratio, % 57.2% 58.0% 57.2% 58.0% 56.0%
Net gearing, % -17.2% -26.9% -17.2% -26.9% -13.1%
Number of employees at the end of period 1,453 1,396 1,453 1,396 1,465
Average overall capacity, FTE 1,370 1,308 1,371 1,279 1,322
Average subcontracting, FTE 152 183 152 185 172
Earnings per share (EPS), undiluted 0.25 0.21 0.53 0.56 1.15
Earnings per share (EPS), diluted 0.25 0.21 0.53 0.56 1.15
Cash flow from operative activities per share 1.23
Equity per share 5.98
Dividend per share 0.47
DPS/EPS, % 40.9%
Effective dividend yield (DPS/Price), % 2.1%
Price-Earnings ratio, P/E 19.5

Maintaining profitability remained in focus on Q2

  • · Lower demand and price competition weighted on profitability, which however on a better level than in the comparison period (adj. EBITA 12.7%).
  • · The proportion of other operating expenses of net sales decreased, moderate salary increases and managing utilisation rate supported profitability.
  • · Customer savings in the DACH area partly affected second quarter profitability negatively through a lower utilisation rate.
  • · Recruitment continued to concentrate on direct customer needs, while focus remained on profitability and sales.
  • · Utilisation rate saw a trend-like improvement as during Q1, however remaining slightly weaker than in the comparison period.
  • · Customer price pivoted due to price competition, was -1.0%.
  • · Average salary change on a moderate level, was +0.1%.
  • · Personnel expenses' share of net sales rose and was 63.2% (62.0%). Share of subcontracting was lower than in the comparison period, 15% (18%).

Net sales distribution in January-June

TOP 5 customers contributed 27% of net sales

Market Highlights

C

Net Promoter Score on all-time high level in the spring of 2024

Overall satisfaction in the spring 4.5 / 5

Building a safer Finland

In May, the National Police Board of Finland chose Gofore to carry out a renewal of the Finnish firearms registry.

  • · Gofore was chosen to develop the Finnish firearms registry system with the National Police Board of Finland.
  • Developing the new system is also followed by maintenance and potential continued development of the system.
  • The five-year agreement's value for Gofore is some 10 million euros.
  • The firearms system that the Finnish police uses is an extensive one, containing customer, permit as well as item and firearm information and interfacing several police and other interest group systems.
  • The system's objective is to also improve the citizens' digital service in the future.

Diverse development in the wellbeing service counties

In the first half of 2024, Gofore was chosen in a number of frame agreements and projects of the Finnish wellbeing service counties and their in-house IT partners.

  • · Budgets of the newly formed wellbeing service counties are tightening, and procurement focusing on the most mission critical areas of operation, where Gofore's offering is an excellent fit.
  • Services that deals won in January-June entail e.g. operation process development, cyber security expert services, customer resource management system development, Sharepoint development and information management development.
  • New projects also include the concept already successful with large cities, where service paths of families are developed utilising progressed analytics and AI.

Ponsse and Gofore expand collaboration to product digital lifecycle management related research

Gofore's long-standing cooperation with Finnish forestry OEM Ponsse on developing control systems, test automation and simulators is expanding. Gotore is involved in a growth engine programme with Ponsse and their system developer subsidiary EPEC.

  • Forward27 is a growth engine programme partly financed by Business Finland, targeting to create new Finnish export solutions.
  • Target of the three-year project is to find out how a product lifecycle can be modeled and maintained digitally, including a digital twin of the product.
  • Digital twin helps identify bottlenecks, deviations or critical points in the operation of a forestry machine in production use, at best to help prevent machine failure.
  • Forward27 growth engine programme's research focuses on creating autonomous machines, sustainable energy solutions and supply chains, as well as building data driven solutions.

Customer agreements in Q2

Customer Project Service New
customer
~Value, MEUR Years
State Treasury Azure integration service development Development projects, support and basic
maintenance
No 2 4+2-4
YLE National Broadcast Company Frame agreement Application development, design and
maintenance services in 2024-2028
No 35** 4
lstekki Customer resource management
system development
Expert services No 0.5 3
2M-IT Sharepoint development Expert services No 0.9 4
National Police Board of Finland Firearms registry system development Development, maintenance and potential
continued development
No 10 5
Sansia Cyber security, frame agreement Digital security expert services No 1.6
North Ostrobothnia wellbeing
services county, Pohde
Frame agreement, development of
wellbeing county and rescue services'
operation processes
Expert services No 4.5** 3+1

Frame agreement reporting

As Gofore is chosen as a supplier in a public tender and how much invoicing there will be. When a new agreement is announced, the tender has recently been completed and Gofore has received in a placement anong other supplies. In a frame agreements case, the actual orders will be made later, and the agreement length is usually 3-7 years including the potential option for additional years.

* Eight suppliers chosen in the frame agreement.

** Five suppliers chosen in the frame agreement.

Customer agreements in Q1

Customer Project Service New customer ~Value, MEUR Years
Finnish Transport Infrastructure
Agency
Image data service platform Cloud partnership, continued
development and maintenance
No 4.4 4
Finnish Transport Infrastructure
Agency
ldentity access management
solutions
Handover and development of services No 4.5 3+3
Päijät-Häme wellbeing services
county
ICT development frame agreement Extensive development Yes 10** 4
2M-IT Wellbeing services counties' ICT
development, subcontracting
Program and project management,
development
No 2.9 4
Statistic Finland Application developers, database and
science experts
System renewal No 3.5 3+2
KELA Expert team OmaKanta national healthcare service No 1.3 2+2
Finnish Patent and Registration
Office
expert services The Realtime Economy project No 0.7 1
Ministry of Education and
Culture
Continuous learning digital services Machine learning and analytics solutions No 1.3 2+1

Frame agreement reporting

As Gofore is chosen as a supplier in a public tender, it is too early to say when and how much invoicing there will be. When a new agreement is announced, the tender has recently been completed and Gofore has received information on the suppliers. In a frame agreement's case, the actual orders within the frame will con later, and the agreement length is usually 3-7 years including the potential option for additional years.

* Several suppliers selected for the frame agreement.

Retendered customer agreements, next 12 months

Customer Reason/way of retendering · Value, MEUR p.a.
Municipality customer Actual agreement period ends 11/2024, after which agreement continues with six months'
notice. There is no known timing for the retendering of the agreement.
Government agency Value of current agreement reaching maximum and ends in the beginning of H1/2025, new
tendering about to begin.
3.4

Significant customer agreement outlook

Gofore evaluates and communicates the outlook of significant agreements half-yearly for the next twelve months, based on its best knowledge at the time.

Pepple Development

C

Outlook

C

Market outlook

Digital transformation has a strong outlook in the mid and long term. A turn in customer demand is taking place in the short term but we expect this to happen gradually in a longer period of time.

Prolonged market caution

The overall weak economical situation has continued and put an increasing strain on customer investments in 2024. Customer savings targets have also been visible in digital development investments, where tighter than before project selection has been taking place.

We estimate that the situation will be prolonged, and according to the latest economical growth estimates the Finnish economy will see growth in 2025. An upturn in the Confederation of Finnish Industries' trust indicators in essential industries supports this view.

Technology development continues despite the economical situation. Al development especially, but also other digital technology development requires continuous investment from customer organisations. A lower willingness to invest will accumulate investment need. Based on this, we estimate the demand for IT services to develop positively in the mid and long term.

Moderate growth and price competition in the public sector

Finland's new government that began its work in the summer of 2023 has carried out a tighter than before finance politics and public economy adjustments.

As for 2024, there is some, mostly individual, tightening of IT and development budgets. We expect similar but partly more significant cuts in 2025.

Price competition in IT consulting, driven by over capacity, as continued. However, we see this as an exceptional phenomena that reflects on the industry over capacity. As the demand in other customer groups picks up, public sector supply and demand will be more balanced.

We estimate public sector digital investments to continue in the new government's term, based on statements of the government programme. We therefore expect the public sector market to continue moderate growth in 2024.

Private sector waiting for interest rate cuts

Cautious investments caused by the uncertain economy is starting to accumulate needs in the private sector. We estimate a turn in interest rates to increase investments. At the same time, various uncertainties continue, complicating decision making.

Fluctuating customer situations continue on the industrial sector that is of importance to Gofore.

Some customers manage to grow, some face more direct implications of the economical slowdown and geopolitical change.

This can be seen in the customers' ability and willingness to invest.

Active market in the DACH area

Macro economy in the DACH area matches that of Finland's. In 2024, that has been seen in more than estimated customer savings.

Despite the weaker economic cycle, we see a lot of activity in market. We estimate this will be seen as positive development in the region during this year.

Talent market clearly easier - for now

Weaker performance of the IT industry was clearly reflected on the talent market in 2023. Weakened demand for talent and the warier climate have both affected the industry's attrition as a whole. This also means that the biggest salary hike pressures are behind us for the time being.

We estimate that talent availability will remain very good throughout 2024. We believe that the potential picking up of the industry will again be quickly seen as a tightening talent competition. In our view, winning companies in this competition are the ones who have had the ability to take care of their employees also in a more difficult market.

Short-term risks and uncertainty factors in the operating environment

Macro-economic situation

Uncertainty of the economy has prolonged and affects the entire IT industry throughout 2024. According to economy forecasts, the Finnish economy will return to a growth curve in 2025. Potential weakening of the economic situation would have a negative impact on Gofore's customers' ability to invest in digital development, especially in the private sector.

Geopolitical uncertainty remains high.

Public sector customer market

The public sector is more resilient to macro-economic changes than the private sector. Weakening of the public economy and the adjusting finance policy of the new Finnish government may, however, affect the public sector's IT investment. Content of the new government programme, however, mitigates this uncertainty.

A sizeable share of assignments from the public sector are given within larger frame agreements. Frame agreements are quantitative or otherwise time limited, and retendered as they are or in another form. Gofore's significant, existing public sector agreements that are due to be retendered in 2024 according to the company's knowledge are listed in this report.

Private sector customer market

Companies are more vulnerable to political situation or country-specific macroeconomical risks. Finnish export companies' results have continued on a satisfactory level in 2024, but order intakes are largely behind expectations. Should this outlook become weaker, there is a growing risk of decreasing investments.

However, in the mid and long term, digitalisation is seen as a competitive edge and high on company agendas, and Gofore's offering creates high added value to customers.

DACH market

Gofore's business in the DACH area is still in its early stages. Integration from separate parts into one entity is still ongoing. There are risks involved in the solidifying and integrating the business, and if materialised would hinder the targeted development of the business. Such risks are related to e.g. customer acquisition, staff and key people.

Talent market

Demand for skilled workforce has slowed down in the IT industry due to the market situation. Several industry companies have laid off staff or slowed down headcount growth. This has resulted to less competition of talent than before. We think it's very likely that this is a temporary situation and the competition on talent will return. To prepare for this, avoid overly high attrition and to ensure adequate recruitment, we continuously develop Gofore's already strong employer brand, flexible working and the wellbeing of our staff.

M&A market

Gofore intends to continue disciplined acquisitions by acquiring companies that fit its strategy. The M&A market has had less activity of late, and valuation levels have not matched. High interest rates have somewhat decreased the competition on targets. There has been a moderate increase of activity of the M&A market in 2024. There are risks involved in the integration of made acquisitions, mitigated with pre-designed integrating models.

Q3/2024 Performance drivers

2024

Positive signs in the market but no quick changes are expected. Recruitment is moderate and utilisation rate likely to set on previous year's level.

Other
Factors
· One more working day in Q3 than the comparison period, +1.6% impact on available working time.
· Cost control (since Q3/2023) continues to positively impact OPEX development, but its effect is coming
down due to savings measures already taken.
Drivers · Price competition expected to remain tough, slowing down price development and narrowing margin
averages in the short term.
Profitability Utilisation rate expected to continue to set on comparison period's level, but there is uncertainty due to
the customer savings occurred in the DACH area.
• Recruitment continues to take place for direct customer needs only but number of employees expected to grow from beginning of the year.
Growth
Drivers
· Customer savings and caution expected to continue in current market situation. Positive activity seen in the sales pipeline, but its impacts
are likely to take effect at year-end.
· Subcontracting expected to set on previous quarter's level, continuing lower than comparison period.
Amount of tree capacity was smaller at the start of Q2 but due to seasonality, managing tree capacity is of essence to operative
efficiency upon returning from the holiday season.

Disclosure and guidance

As of February 2022, Gofore has not provided forecasts about the revenue or profit for the financial year. Before, Gofore may have presented an estimate of the company's revenue or performance guidance in the financial statement release or half-year report.

Gofore continuously develops the content of its monthly business reviews and interim reports, in an effort to further improve the company's transparency and more real-time monitoring of financial developments.

Financial information

January - June 2024

Unaudited

Group Structure

Personnel and offices

At the end of the reporting period, the Group employed a total of 1,453 (1,396) employees. The number of personnel increased from the corresponding period in 2023 by 4%. Growth was due to organic growth, as well as a result of the Creanex acquisition.

The number of employees in Finland amounted to 1,288 (1,228), and in the other countries of operation to a total of 165 (168) employees at the end of the reporting period.

Gofore has offices in Finland, Estonia, Germany, Austria, Italy and Spain.

Corporate acquisitions

There were no corporate acquisitions during the reporting period.

Name Principal activities Country of incorporation 30.06.2024
Gofore Oyj Parent company /
Production company
Finland
Gofore Spain SL Production company Spain 100%
Gofore Germany GmbH Production company Germany 100%
Gofore Estonia OU Production company Estonia 100%
Gofore Lead Oy 1) Production company Finland 100%
Rebase Consulting Oy Production company Finland 65%
Gofore Verify Oy Production company Finland 100%
Sleek Oy Production company Finland 69%
Gofore Drive Oy Production company Finland 100%
eMundo GmbH (Germany) 21: Production company Germany 100%
eMundo GmbH (Austria) 2) Production company Austria 100%
Creanex Oy 3) Production company Finland 100%

Notes to the table of Group subsidiaries:

  • 1) On 1 November 2023 Gofore acquired 5% minority share of Ccea Oy's share capital. After the transaction Gofore held 100% of the share capital of Ccea. On 1 January 2024 Ccea Oy was merged to Gofore Lead Oy.
  • 2) eMundo GmbH Austria is 100% owned subsidiary by eMundo Germany. The company also has a branch office in Italy.
  • 3) Creanex Oy has been consolidated to the Group 3.7.2023.

% equitv interest

Net sales

Modest net sales growth of +1% in April-June

April-June 2024

During the reporting quarter, Gofore's net sales grew modestly at 1 % compared to the corresponding period in 2023, amounting EUR 48.0 (47.6 ) million.

Organic growth of -3 %. The average hourly price of services sold decreased by -1.0 % from the comparison period.

Net sales generated from public sector sales increased to EUR 28.2 (27.2) million. Net sales generated from the private sector declined by -3 % to EUR 19.8 ( 20.4 ) million.

The public sector's share of total net sales was 59 % ( 5 % ) and private sector 41% (43%).

Net sales coming from Finland was EUR 42.5 (39.8) million, representing 88 % ( 84 %) share of the Group's net sales. Other countries' share of the Group net sales was 12 % ( 16 % ); EUR 5.5 ( 7.7 ) million.

Subcontracted work represented 15 % ( 18 %) share of the Group's net sales; EUR 7.3 ( 8.5 ) million.

January - June 2024

During the reporting period, Gofore's net sales increased by 1 % from previous year, amounting to EUR 97.2 (96.7) million.

The average hourly price of services sold also decreased by -0.1 % from the comparison period.

Net sales generated from public sector sales increased to EUR 56.7 (55.4) million. Net sales from the private sector were EUR 40.5 ( 41.3 ) million. The public sector share of the net sales were 58 % (57 %) and private sector 42 % (43 %).

Net sales coming from Finland was EUR 85.2 (81.0) million, representing 88 % ( 84 %) share of the Group's net sales. Other countries contributed EUR 12.0 ( 15.7 ) million; 12 % ( 16 % ). Subcontracted work represented 15 % ( 18 % ) share of Group net sales; EUR 14.9 ( 17.7 ) million.

Profitability

January-June's adjusted EBITA was 13.2%.

April-June 2024

During the reporting quarter, Gofore's adjusted EBITA increased by 12.9% compared to the corresponding period previous year and amounted to EUR 6.1 ( 5.4 ) million and accounted to 12.7% ( 11.3%) of net sales. There was one working day more in the reporting quarter than in the comparing period.

The calculation method of the adjusted EBITA is presented separately in the section "Calculation formulas for key figures". The break down of adjusted EBITA is shown in the section Alternative performance measures.

EBITA amounted to EUR 6.1 (5.4) million; 12.7% (11.4%) of the net sales.

The proportion of personnel expenses of net sales increased to the level of the comparison period, accounting for 63.2% (62.0% ). Personnel expenses for the period amounted to EUR 30.3 (29.5) million. The increase is attributable to growth in the number of personnel.

Other operating expenses amounted to a total of EUR 4.3 (5.0 ) million and accounted for 9.0%(10.5%) of net sales. The largest expense items included other personnel expenses, ICT expenses and external services.

Depreciations excluding amortizations of intangible assets related to acquisitions were EUR 1.0 (0.8) million, accounting for 2.1% (1.6%) of net sales. Depreciations and amortizations were 1.9 ( 1.7 ) million euros; 4.0% (3.6%) of net sales.

Operating profit (EBIT) was EUR 5.2 (4.5) million and accounted for 10.9% ( 9.4%) of net sales. Finance costs and income were EUR 0.2 ( 0 ) million.

Profit for the reporting quarter amounted to EUR 4.1 (3.4) million.

January-June 2024

During the reporting period, Gofore's adjusted EBITA amounted to EUR 12.9 (13.7 ) million and accounted for 13.2% (14.2%) of net sales.

EBITA amounted to EUR 12.9 (13.5) million; 13.2% (14.0%) of net sales. Gofore Drive's contingent consideration increased the comparison period's other operating expenses and thus weakened the EBITA for EUR 0.2 million. Item does not affect adjusted EBITA.

Personnel expenses were 61.2 (57.2) million euros; 62.9% (59.2%) of net sales. Other operating expenses were 8.5 (10.0) million euros; 8.7% (10.4%) of net sales. Operating profit (EBIT) was EUR 11.0 (11.6) million and accounted for 11.3% (12.0%) of net sales. Finance costs and income were EUR 0.1 (-0.2) million.

Profit for the reporting period amounted to EUR 8.5 (8.9) million.

Balance sheet, financing and R&D

The Group's liquidity is good, balance sheet and financing position strong

Equity ratio amounted to 57.2% (58.0%) with net gearing of -17.2% (-26.9%). At the end of reporting period, the balance sheet total of the Gofore Group amounted to EUR 168.9 ( 145.1 ) million, of which total equity accounted for EUR 96.3 ( 84.1) million. At the end of the review period, interest-bearing net debt amounted to EUR -16.6 (-22.6) million.

At the end of the review period, Gofore Plc's unsecured loans from credit institutions amounted to EUR 12.0(15.7) million. Gofore has not withdrawn any new loan during the review period. The company has interest rate cap and interest rate swap agreements in place to hedge variable rate borrowings. More information can be found in the disclosure Financing.

The loans are associated with the conventional covenants tied to the equity ratio and interest-bearing net debt to EBITDA ratio. The covenant conditions were met on 30 June 2024. At the end of reporting period, rightof-use assets were EUR 13.7 ( 3.2 ) million and lease liabilities EUR 13.9 ( 3.2 ) million. Increase was materially due to the headquarters' 10-year office lease signed in 2023.

Research & Development

The company's development activity in the reporting period was focused on enhancing its digital platform and enterprise resource management system.

57.2%

Equity ratic

-17-2%

Net gearing

  • 16 h

Interest-bearing net debt , EUR million

Cashflow

The Group's cash flow from operations was positive

April-June

Cash flow from operations decreased over the reporting quarter to EUR 6.1 ( 8.3 ) million. Cash flow from investments amounted to EUR -0.3 (-1.0 ) million.

Investments in subsidiary shares during the reporting quarter amounted to EUR 0 (-0.7 ) million. Investment in the comparison period is related to the payment of the Gofore Drive and eMundo acquisitions' additional purchase prices.

Cash flow from financing activities amounted to EUR -9.5 (-7.1) million, including repayments of lease agreement liabilities for EUR -0.8 million, loan amortizations for EUR -1.1 million, cash flows from financials instruments EUR 0 million and dividends paid, -7.6 million.

January-June

Cash flow from operations increased over the reporting period to EUR 14.4 (11.4) million. Cash flow from investments amounted to EUR -0.7 (-6.2 ) million.

Investments in subsidiary shares during the reporting period amounted to EUR 0 (-5.6) million. Investment in the comparison period is related to the payment of the Gofore Drive and eMundo acquisitions' additional purchase prices.

Cash flow from financing activities amounted to EUR -11.2 (-8.5) million, including repayments of lease agreement liabilities for EUR -1.5 million, loan amortizations for EUR -1.4 million, cash flows from financials instruments EUR 0 million and dividends paid, -7.6 million. Granted loans to executive team members EUR 0.7 million.

At the end of the period, cash assets amounted to EUR 41.0 (40.9) million.

Corporate Governance and Share Information

January-June 2024

Share and ownership structure

Gofore Plc's share is quoted on the official stock exchange list of Nasdaq Helsinki Ltd; share trading code GOFORE.

Share of ownership 30.06.2024 30.06.2023
Sector's share of ownership
Private companies 5.5 % 5.2 %
Financial and insurance institutions 25.9 % 27.7 %
Public corporations 10.8 % 9.7 %
Households 54.6 % 54.5 %
Non-profit organisations 0.6 % 0.8 %
Foreign ownership 2.5 % 2.1 %
Direct foreign ownership 0.8 % 0.7 %
Holders of nominee registered shares 19.5 % 21.0 %
Foreign ownership total 20.3 % 21.7 %
Nominee registered shares 3,055,934 3,264,103
Issued shares tota 15,660,139 15,539,134
Number of registered shareholders 8,993 7,184
Registered share capital 80,000 80,000
Holding of own shares 23,640 O
Own shares of all votes and shares 0.2 % 0.0 %

20.3%

Foreign ownership in total

25.9%

Financial and insurance institutions ownership

Shares and Trading

Trading of shares 30.06.2024 30.06.2023
Trading volume, millions of shares 2.0 1.2
Trading volume of outstanding shares, % 12.7 % 7.8 %
Trading value, MEUR 45.1 30.7
Market value, MEUR 376.8 388.5
Closing price, EUR 24.10 25.00
Trading volume - weighted average price, EUR 22.87 25.74
Highest trading price, EUR 26.55 27.80
Lowest trading price, EUR 20.30 22.20

Changes in major shareholders' ownership

· No flagging notifications during the reporting period.

Directed share issues

• No directed share issue with new shares during the reporting period. 76,360 pcs of own shares have been used to personnel incentive programs (CrewShare, matching share plan). The total number of issued shares has not changed from 31 Dec 2023.

376.8 Market value at the end of period, MEUR

7.6%

Share value change since beginning of the year

2410

Closing price of the period, EUR

Share-based loyalty and remuneration schemes

63% OF GOFORFANS INVOLVED IN CREWSHARE

Gofore has had a share savings plan called CrewShare open to its entire staff since 2018, as well as two newer share-based incentive plans for key people and the management team. All three started a new savings or earnings period in March 2024.

CrewShare Plan

The plan is available to all Gofore Group's employees, who are offered the possibility to save monthly and invest in shares in the company at a 10 percent discount, if the Board of Directors of the company so decides. The accrued savings are allocated towards acquiring Gofore's shares after the expiration of the savings period.

The new plan period started on 1 March 2024 and ends on 28 February 2025. Accrued savings will be used for the acquisition of the Gofore shares biannually following the publications of the Half-year Report in September 2024 and financial statements release for the year 2024 in March 2025.

Performance Share Plan

In March 2024, a new period began for the share-based incentive plan for the group's key personnel, as a continuation to the 2022 plan.

The Performance Share Plan 2024-2026 consists of a threeyear performance period, covering the financial years in question.

Matching Share Plan

In March, a new plan was

started for the Group's management team as a reward for having first made a personal investment in Gofore shares. The rewards from the Matching Share Plan will be paid after the end of the three-year matching period. The subscriptions were made in March.

Target group of the Matching Share Plan consists of the CEO and the members of the Group Executive Team.

Read more:

https://gofore.com/en/invest/share-and-shareholders/sharebased-remuneration-plan/

Annual General Meeting and authorisations

Annual General Meeting

The Annual General Meeting was held on 4 April 2024 and the company's financial statements for the financial period of 1 January-31 December 2023 were adopted and dividend of EUR 0.47 per share to be paid. The total amount of dividend is EUR 7,349,154.53 calculated based on outstanding shares as per the day of the Annual General Meeting. The record date for the dividend distribution is 8 April 2024 and the dividend payment date 15 April 2024.

All resolutions and decisions of the Board of Directors' organisational meeting can be seen at https://gofore.com/en/invest/governance/annual-generalmeeting-2024/

Authorising the Board of Directors to resolve on the repurchase of the Company's own shares and/or accepting them as a pledge

The Annual General Meeting decided to authorise the Board of Directors to decide upon the acquisition of a maximum of 1,550,613 of the company's own shares and/or accepting the same number of the company's own shares as a pledge, in one or several tranches, by using the company's unrestricted equity. The maximum total of shares that will be acquired and/or accepted as a pledge corresponds to approximately 10% of all shares in the company as of the date of this notice. However, the company cannot, together with its subsidiaries, own or accept as a pledge altogether more than 10% of its own shares at any point in time.

This authorisation revokes the authorisation given by the Annual General Meeting on 24 March 2023 to resolve on the repurchase of the company's own shares. The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2025.

Authorising the Board of Directors to resolve on the issuance of shares and the issuance of option rights and other special rights entitling to shares

The Annual General Meeting decided to authorise the Board of Directors to resolve on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, in one or several tranches, either against payment or without payment.

The authorisation remains in force until the end of the next annual general meeting, however not for longer than until 30 June 2025. This authorisation will revoke any existing, unused authorisations to decide on a share issue and the issuance of option rights or other special rights entitling to shares.

Authorising the Board of Directors to decide on a donation to the Gofore Impact Foundation

The Annual General Meeting decided to authorise the Board of Directors to decide on one or several donations to the Gofore Impact Foundation for a charitable or similar purpose up to a maximum amount of EUR 250,000. Board of Directors is also authorised to decide on the timing of the above-

mentioned donation as well as on the other terms of the donation. The authorisation is valid until the end of the next Annual General Meeting.

The main purpose of the Gofore Impact Foundation is to support the positive impacts of digitalisation, such as democracy and equality development, to mitigate the social tensions and side effects related to digital change, as well as relieve digital inequality and social exclusion. The foundation also wishes to impact the diversity of digital change makers, as well as the overall vitality of the industry.

During the reporting period the company donated EUR 115,500 to the Gofore Impact Foundation.

C

Consolidated Half-Year Financial Report

1 January - 30 June 2024 Tables Section

Unaudited

Consolidated Statement of Profit and Loss and Other Comprehensive Income

EUR thousand Q2/2024 Q2/2023 H1/2024 H1/2023 2023
Net sales 47,977 47,561 97,214 96,710 189,241
Production for own use 0 79 O 166 254
Other operating income 72 90 141 134 1,255
Materials and services -6,339 -7,097 -12,811 -14,803 -28,736
Employee benefit expenses -30,302 -29,477 -61,179 -57,215 -112,688
Depreciations, amortisations and impairment -1,900 -1,715 -3,881 -3,376 -7,409
Other operating expenses -4,300 -4,980 -8,505 -10,023 -18,900
Operating profit (EBIT) 5,208 4,460 10,978 11,594 23,019
Finance costs -270 -170 -538 -432 -725
Finance income 436 136 639 225 615
Profit before tax 5,374 4,426 11,079 11,387 22,909
Income tax -1,276 -996 -2,584 -2,514 -4,646
Profit for the financial period 4,098 3,431 8,495 8,873 18,263
Other Comprehensive Income
Net other comprehensive profit or loss to be reclassified to profit or
loss in subsequent periods
Cash flow hedges -27 15 -20 -53 -237
Other comprehensive income, net of tax -27 15 -20 -53 -237
Total comprehensive income for the financial period 4,071 3,446 8,474 8,820 18,027
Profit/loss for the financial period attributable to:
Equity holders of the parent 3,959 3,332 8,211 8,677 17,923
Non-controlling interests 139 ರಿ8 283 196 340
Total 4,098 3,431 8,495 8,873 18,263
Total comprehensive income for the financial period attributable to:
Equity holders of the parent 3,932 3,348 8,191 8,624 17,686
Non-controlling interests 139 ರಿ8 283 196 340
Total 4,071 3,446 8,474 8,820 18,027
Earnings per share (EPS), undiluted 0.25 0.21 0.53 0.56 1.15
Earnings per share (EPS), diluted 0.25 0.21 0.53 0.56 1.15

Consolidated Statement of Financial Position

D

EUR thousand 30.06.2024 30.06.2023 31.12.2023
Assets
Non-current assets
Goodwill 49,055 47,694 49,055
Other intangible assets 19,616 20,577 21,700
Tangible assets 2,493 1,046 2,048
Right-of-use assets 13,747 3,160 13,455
Other receivables 1,347 839 685
Deferred tax assets 144 160 152
Total non-current assets 86,402 73,477 87,096
Current assets
Inventories 573 O 472
Trade receivables 34,511 26,816 36,658
Contract assets 1,279 646 516
Other current assets 3,653 2,557 3,085
Income tax receivables 713 111 46
Securities 747 533 762
Cash and cash equivalents 40,995 40,927 38,450
Total current assets 82,472 71,591 79,989
Total assets 168,874 145,067 167,085
EUR thousand 30.06.2024 30.06.2023 31.12.2023
Equity and liabilities
Equity
Share capital 80 80 80
Fund for unrestricted equity 54,992 50,567 53,448
Other reserves 285 490 306
Retained earnings 40,351 32,474 39,153
Equity attributable to equity holders of the parent 95,709 83,610 92,986
Non-controlling interests 576 476 510
Total equity 96,285 84,086 93,495
Non-current liabilities
Interest-bearing loans and borrowings 7,531 11,208 8,976
Other payables 845 2,369 868
Lease liabilities 11,252 1,213 10,789
Deferred tax liabilities 4,041 4,247 4,452
Total non-current liabilities 23,669 19,036 25,086
Current liabilities
Trade and other payables 19,960 16,400 21,718
Contract liabilities 469 118 80
Interest-bearing loans and borrowings 4,443 4,443 4,443
Lease liabilities 2,612 2,009 2,744
Accrued expenses 19,875 17,922 18,658
Income tax payable 1,562 1,054 862
Total current liabilities 48,920 41,946 48,504
Total liabilities 72,589 60,982 73,590
Total equity and liabilities 168,874 145,067 167,085

Consolidated Statement of Changes in Equity

2024 Attributable to equity holders of the parent
EUR thousand Share capital Fund for
unrestricted
equity
Reserve for fair
value
Retained earnings Total Non-controlling
interests
Total equity
Equity on 1.1.2024 80 53,448 306 39,153 92,986 510 93,495
Profit for the period 8,211 8,211 283 8,495
Other comprehensive income -20 -20 -20
Total comprehensive income O 0 -20 8,211 8,191 283 8,474
Transactions with shareholders and non-controlling interests:
Share-based payments 1,525 352 1,877 1,877
Dividends -7,349 -7,349 -244 -7,593
Share issue 23 23 -24 -1
Purchase of own shares O O O
Acquisition of a subsidiary paid in shares O O O
Change in non-controlling interests -4 -16 -19 51 32
Equity on 30.06.2024 80 54,992 285 40,351 95,709 576 96,285
2023 Attributable to equity holders of the parent
EUR thousand Share capital Fund for
unrestricted
equity
Reserve for fair
value
Retained earnings Total Non-controlling
interests
Total equity
Equity on 1.1.2023 80 49,897 542 28,764 79,283 475 79,759
Profit for the period 8,677 8,677 196 8,873
Other comprehensive income -53 -53 -53
Total comprehensive income O O -53 8,677 8,624 196 8,820
Transactions with shareholders and non-controlling interests:
Share-based payments 638 316 954 954
Dividends -5,283 -5,283 -340 -5,623
Share issue 32 32 32
Purchase of own shares O O
Acquisition of a subsidiary paid in shares O O O
Change in non-controlling interests O -0 -0 145 145
Equity on 30.06.2023 80 50,567 490 32,474 83,610 476 84,086

6

Consolidated Statement of Cash Flows

EUR thousand Q2/2024 Q2/2023 H1/2024 H1/2023 2023
Operating activities
Profit before tax 5,374 4,426 11,079 11,387 22,909
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and impairment 1,900 1,715 3,881 3,376 7,409
Finance income and expenses -166 34 -101 207 110
Other adjustments 190 148 1,907 1,082 1,504
Change in working capital -161 3,044 423 -1,442 -6,994
Interest received and paid 145 -16 193 -54 17
Other financial items -12 -13 -20 -28 -31
Income tax paid -1,190 -1,087 -2,932 -3,079 -5,755
Net cash flow from operating activities 6,082 8,251 14,430 11,449 19,168
Net cashflow from investing activities
Proceeds from sale of tangible assets 1 58 3 58 80
Purchase of intangible assets 0 -79 0 -166 -254
Purchase of tangible assets -253 -317 -680 -454 -1,602
Acquisition of a subsidiary, net of cash acquired O -669 O -5,623 -9,114
Net cash flow from investing activities -252 -1,007 -678 -6,186 -10,889
Net cash flow from financing activities 0 0 O
Treasury shares acquired 0 -2,318
Repayment of lease liabilities
Granted loans
-814
O
-596 -1,524 -1,179 -2,706
O -685 O O
Repayment of borrowings
Financial instruments
-1,116
O
-1,139
68
-1,446
10
-2,406
560
-4,637
1,026
Share issue 23 32 23 32 97
Dividends paid to equity holders of the parent -7,349 -5,283 -7,349 -5,283 -5,283
Dividends paid to non-controlling interest -244 -195 -244 -195 -195
Changes in non-controlling interest 10 0 00 O 53
Net cash flow from financing activities -9,489 -7,114 -11,207 -8,471 -13,964
Net increase in cash and cash equivalents -3,659 130 2,545 -3,208 -5,685
Cash and cash equivalents at beginning of period 44,654 40,797 38,450 44,135 44,135
Cash and cash equivalents at end of period 40,995 40,927 40,995 40,927 38,450

1 January - 30 June 2024

C

Basis of preparation

The unaudited half-year financial report has been prepared in accordance with IAS 34, Interim Financial Reporting, and it should be read in conjunction with the consolidated financial statements for 2023. Information concerning the full year 2023 is based on the audited financial statements for 2023.

The same accounting policies, methods of computations of judgment are followed in this half-year report as was followed in the consolidated financial statements for 2023. Amendards taking effect in 2024 did not have material impact on the Group.

The fair values of financial assets and liabilities are materially consistent with their carrying amounts. For this reason, they are not presented separately in table format in the half-year report. Disclosures concerning share-based payments are presented in section Corporate Governance and Share Information.

Key accounting considerations related to uncertainty arising from the macro economic circumstances

Gofore continued to assess the impacts of geopolical uncertainties by reviewing the carrying values ofthe balance sheet items, which did not indicate a need for asset impairments. Gofore's financial position remained strong.

Distribution of revenue

EUR thousand, unless otherwise specified Q2/2024 Q2/2023 H1/2024 H1/2023 2023
Net sales by customer sector
Private sector sales 19,761 20,387 40,531 41,312 80,531
Public sector sales 28,216 27,174 56,684 55,399 108,710
Net sales by origin of customer
Finland 42,457 39,832 85,232 80,967 159,714
Other countries 5,520 7,729 11,983 15,743 29,528
Net sales by class
Net sales, Crew 40,135 39,044 81,307 79,036 154,229
Net sales, subcontracting 7,328 8,517 14,886 17,674 33,412
Net sales, products 514 1,021 1,600
Timing of revenue recognition
Services transferred at a point in time 534 25 1,061 ਤੇ ਤੇ 1,683
Services transferred over time 47,443 47,536 96,153 96,671 187,558
Net sales by agreement types
Time and material based projects 45,114 45,073 90,792 91,323 176,433
Fixed price projects 1,484 1,647 3,658 3,758 7,919
Maintenance services 840 816 1,698 1,590 3,206
Third party commissions 19 25 40 ਤੇ ਤੇ 83
Products 514 1,021 1,600
Net sales, Group total 47,977 47,561 97,214 96,710 189,241

Intangible Assets

EUR thousand Trademarks Customer
relationships
Non-compete
agreement
Technology
based intangibles
Models and
templates
Capitalized
development
expenditure
Other intangible
assets
Other intangible
assets total
Goodwill Intangible assets
total
Cost
1.1.2024 1,322 23,597 5,586 1,516 200 101 1,980 34,302 49,055 83,357
Additions O O 0 0 O O 0 0 O 0
Business combinations O O O O O O O O O 0
Reclassifications 0 O O O 0 O O O 0
30.06.2024 1,322 23,597 5,586 1,516 200 101 1,980 34,302 49,055 83,357
Amortisation and impairment
1.1.2024 -1,018 -7,834 -2,799 -110 -189 -62 -591 -12,602 O -12,602
Amortisations -98 -1,191 -521 -79 -11 -6 -178 -2,085 0 -2,085
30.06.2024 -1,115 -9,025 -3,320 -189 -200 -68 -769 -14,687 0 -14,687
Net book value
1.1.2024 305 15,763 2,787 1,406 11 39 1,389 21,700 49,055 70,755
30.06.2024 207 14,573 2,266 1,327 0 32 1,211 19,616 49,055 68,671
EUR thousand Trademarks Customer
relationships
Non-compete Technology
agreement based intangibles
Models and
templates
Capitalized
development
expenditure
Other intangible
assets
Other intangible
assets total
Goodwill Intangible assets
total
Cost
1.1.2023 1,228 22,069 5,288 റ്റെ 200 101 1,726 30,679 47,694 78,373
Additions 0 o O O O o 166 166 O 166
Business combinations o o 0 o o o 0 o
Reclassifications 0 O O O O o O 0 0
30.06.2023 1,228 22,069 5,288 ୧୧ 200 101 1,892 30,845 47,694 78,539
Amortisation and impairment
1.1.2023 -788 -5,137 -1,806 -24 -122 -49 -286 -8,214 O -8,214
Amortisations -103 -1,300 -472 -7 -33 -3 -136 -2,054 o -2,054
30.06.2023 -891 -6,438 -2,278 -31 -156 -52 -423 -10,268 O -10,268
Net book value
1.1.2023 440 16,932 3,482 42 78 52 1,440 22,465 47,694 70,159
30.06.2023 337 15,631 3,011 35 44 48 1,470 20,577 47,694 68,271

Tangible Assets

EUR thousand Machinery & Equipment Other tangible assets Total
Cost
1.1.2024 1,759 1,821 3,580
Additions 428 252 680
Business combinations 0 0 0
Disposals -1 O -1
Reclassifications 399 -399 0
30.06.2024 2,585 1,674 4,259
Depreciation and impairment
1.1.2024 -1,169 -364 -1,533
Depreciations charge for the year -162 -72 -234
Disposals O O 0
30.06.2024 -1,330 -436 -1,766
Net book value
1.1.2024 591 1,457 2,048
30.06.2024 1,255 1,238 2,493
EUR thousand Machinery & Equipment Other tangible assets Total
Cost
1.1.2023 1,328 680 2,007
Additions 207 247 454
Business combinations O 0 0
Disposals -36 0 -36
30.06.2023 1,499 927 2,425
Depreciation and impairment
1.1.2023 -974 -283 -1,256
Depreciations charge for the year -98 -25 -123
Disposals O 0 O
30.06.2023 -1,072 -307 -1,379
Net book value
1.1.2023 354 397 751
30.06.2023 427 619 1,046

Right-of-use Assets

EUR thousand Right-of-use assets,
buildings
Right-of-use assets,
vehicles
Total
1.1.2024 13,070 385 13,455
Additions 1,801 54 1,855
Disposals 0 0 0
Business combinations 0 0 0
Depreciations for the financial year -1,457 -106 -1,563
30.06.2024 13,414 333 13,747
1.1.2023 3,365 198 3,564
Additions 553 264 817
Disposals 0 -22 -22
Business combinations 0 0 0
Depreciations for the financial year -1,109 -89 -1,199
30.06.2023 2,809 351 3,160

Financing

Gofore Plc had unsecured loans of EUR 12.0 (15.7) million at the review period. Gofore did not raised any new loans during the period. The bans are associated with the convertional covenants tied to the equity ratio and interest-bearing net debt to EBITDA ratio. The coverant conditions were met on 30 June 2024.

The company has made interest rate cap and swap agreements of EUR 8.9 million nominal value to hedge accounting is applied to those agreements. At the end of the floating rate loans anounted to EUR 1.9 million of which 75% were hedged. The effective portion of fair value changes is recognized in fair value reserves in equity. The fair value of the agreemed in the table below.

Instrument 30.6.2024 Notional Hedging type Maturity Fair value pos Fair value neg Fair value net
Swap 3,500 Cash flow 1.11.2027 00 O x
Cap 1 3,000 Cash flow 2.3.2026 36 5 31
Cap 2 8,000 Cash flow 29.12.2028 413 95 318
Total 457 100 357
Instrument 30.6.2023 Notional Hedging type Maturity Fair value pos Fair value neg Fair value net
Swap 3,500 Cash flow 1.11.2027 44 O 44
Cap 1 3,000 Cash flow 2.3.2026 92 00 84
Cap 2 8,000 Cash flow 29.12.2028 601 117 484
Total 736 124 612

Related party transactions, commitments and litigations

Related party transactions

There were no sales, purchases or payables with related partied. Gofore has granted to its Group executive team members, as part of the implementation of the Matching Share Plan, interest-bearing loans EUR 685 thousand to finance the subscription of the company's shares. The acrued interest income anounts to EUR 10 thousand at the end of the remuneration of the Board of Directors, Group CEO and members of the Group executive team is published in the annual financial statements.

Commitments

Gofore Plo holds an unsecured operative guarantee limit of which EUR 768 thousand is in use at 30.6 2024. The company has made a 5-year lease agreement concerning new office in the late 2023. Premises will be taken into use during 2024 and 2025.

Gofore has given a negative pledge on its financial loans.

Litigations and proceedings

Gofore is not involved in any on-going litigations nor proceedings relating to its business operations.

Alternative performance measures (APM)

Gofore uses and presents among others the following alternative performance measures to better illustrate the operative development of its business:

EBITA, EBITDA, ROI, ROE, equity ratio and net gearing profit before amortisation of PPA. PPA amoritisations arise from assets recognised in fair value in acquired business combinations.

The items included in the EBITA and adjusted EBITA consist of the following:

EUR thousand, unless otherwise specified Q2/2024 Q2/2023 H1/2024 H1/2023 2025
EBITA, Adjusted EBITA and EBITDA
된 3 TI 5,208 4,460 10,978 11,594 23,019
Amortisation of intangible assets identified in PPA 886 957 1,900 1,915 4,071
EBITA 6,094 5,418 12,878 13,509 27,090
Transaction costs from business combinations O O 0 268
PNL Impact of Contingent Consideration 0 0 0 204 -611 :
Restructuring costs O O 0 0 O
Gains or losses from sales of fixed assets 0 -21 -1 -21 -43
Adjusted EBITA 6,094 5,397 12,877 13,698 26,704
EBIT 5,208 4,460 10,978 11,594 23,019
Depreciations 1,014 758 1,981 1,461 3,338
Amortisation of intangible assets identified in PPA 886 957 1,900 1,915 4,071
EBITDA 7,108 6,176 14,859 14,970 30,428

Calculation Formulas for Key Figures

Figure Definition
EBITDA Operating profit + depreciations and amortization.
EBITDA margin, % Operating profit + depreciations and amortization divided by net sales and multiplied by a hundred.
identified in PPA and impairment of goodwill (EBITA) Operating profit before anortization of internet profit + anortization of intenced in purchase proe allocation ( PPA + inpairnent of
goodwill.
Operating profit before amortization of intangible assets
identified in PPA and impairment of goodwill (EBITA)
margin, %
Operating profit + amortization of intangible assets identified in purchase price allocation (PPA) + impairment of
goodwill divided by net sales and multiplied by a hundred.
Operating profit (EBIT) margin, % Operating profit divided by net sales and multiplied by a hundred.
Earnings per share (EPS), euros Profit for the period attributable for shareholders of the weighted average number of shares
outstanding during the financial period adjusted for share issues.
Earnings per share (EPS), euros, diluted Profit for the period attributable for shareholders of the company divided by the weighted average number of shares
outstanding during the financial period adjusted for share issues added with new potential shares.

Calculation Formulas for Key Figures

Figure Definition
Cash flow per share Operative cash flow divided by weighted average number of shares outstanding during the period
Equity per share Equity attributable for shareholders of the company divided by number of shares outstanding at the period
DPS/EPS, % Dividend per share divided by earnings per share, undiluted, multiplied by a hundred
Dividend per share (DPS) Dividends during the period divided by weighted average number of shares outstanding during the period
Effective dividend yield, % Dividend per share divided by share price at the end of the financial period.
P/E -ratio Share price at the end of financial period divided by Earning per share, undiluted
Return on equity (ROE), % Profit for the period (annualised) divided by average total equity, multiplied by a hundred.
Return on investment (ROI), % Profit before taxes (annualised) + financial expenses (annualised) divided by average interest-
bearing loans and borrowings, multiplied by a hundred.
Equity ratio, % Total equity divided by balance sheet total – advances received, multiplied by a hundred.
Net interest-bearing debt (NIBD) Nor-current interest-bearing liabilities + Non-current interest-bearing liabilities + Current lease
liabilities – Non-current interest-bearing receivables – Current interest-bearing receivables – Cash and cash
equivalents
Net gearing, % Net interest-bearing debt, divided by total equity and multiplied by a hundred.

Calculation Formulas for Key Figures

Figure Definition
Full-time Equivalent, FTE Overall capacity of the Group's personnel, converted into a value corresponding to the number of full-time employees.
The figure includes the entire personnel, regardless of their role. The figure is not affected by annual leave, time-off in
lieu of overtime, sick leave or other short-term absences. Part-time agreements and other long-term deviations from
normal working hours reduce the amount of overall capacity in comparison with the total number of employees. The
capacity of acquired companies' personnel has been considered as of the acquisition date.
Subcontracting, FTE Subcontracting, FTE (Full Time Equivalent) figure shows the overall amount of subcontracting used in invoiced work,
converted into a value corresponding to the number of full-time employees. Subcontracting used by acquired companies
has been included as of the acquisition date.
Number of employees, at the end of the period The number of employees at the end of the review period.
Attrition rate The number of terminated employment divided by the number of staff at the reporting period. Therefore,
attrition rate numbers from time periods of different lengths are not comparable.
Adjusted EBITA Reported EBTA + (+ goodwill impairment +/- costs/gains directly related to acquiring business combinations +/- costs/
gains from contingent considerations+ restructuring costs of business structure - gains of fixed assets + losses
of sales of fixed assets).
Adjusted EBITA, % Reported EBITA + (+ goodwill impairment +/- costs/gains directly related to acquiring business combinations +/- costs/
gains from contingent considerations+ restructuring costs of business structure - gains of fixed assets + losses
of sales of fixed assets) divided by net sales and multiplied by a hundred.
Organic growth Organic growth is defined by comparing the quarterly net sales in the Group income statement with the net sales of the
previous reporting period's corresponding quarter. The growth is comparable Group structure using
the Group structure of the time of reporting to calculate pro forma net sales for the pro forma
net sales include the impact of acquisitions and divestments retroactively and is unaudited.
Last twelve months' net sales, LTM The last twelve months (LTM) pro forma net sales figure that the company uses tells the net sales for the Group structure
of the time of reporting. The pro forma net sales include the impact of acquisitions and divestments retroactively and is
unaudited.

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