Annual / Quarterly Financial Statement • Mar 4, 2024
Annual / Quarterly Financial Statement
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Financial Statements and Report of the Board of Directors
| TABLE OF CONTENTS 2 | |
|---|---|
| REPORT OF THE BOARD OF DIRECTORS FOR 1 JAN – 31 DEC 2023 3 | |
| CONSOLIDATED FINANCIAL STATEMENTS 15 | |
| CONSOLIDATED COMPREHENSIVE INCOME STATEMENT |
16 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
17 |
| CONSOLIDATED CASH FLOW STATEMENT |
19 |
| STATEMENT OF CHANGES IN CONSOLIDATED EQUITY |
20 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
22 |
| PARENT COMPANY FINANCIAL STATEMENTS 54 | |
| PARENT COMPANY INCOME STATEMENT |
55 |
| PARENT COMPANY STATEMENT OF FINANCIAL POSITION |
56 |
| PARENT COMPANY STATEMENT OF FINANCIAL POSITION |
57 |
| PARENT COMPANY CASH FLOW STATEMENT |
58 |
| NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS |
59 |
| DIVIDEND PROPOSAL AND SIGNATURES 68 |
| NET SALES | |||||||
|---|---|---|---|---|---|---|---|
| EUR million | 10-12/ | 7-9/ | 4-6/ | 1-3/ | 1-12/ | 10-12/ | 1-12/ |
| 2023 | 2023 | 2023 | 2023 | 2023 | 2022 | 2022 | |
| BY GEOGRAPHICAL SEGMENT | |||||||
| AMERICAS | 2.2 | 1.9 | 1.9 | 1.8 | 7.8 | 1.8 | 7.0 |
| APAC | 0.4 | 0.5 | 0.3 | 0.3 | 1.5 | 0.3 | 1.5 |
| EMEA | 2.9 | 2.8 | 2.7 | 2.7 | 11.0 | 3.7 | 10.8 |
| Total | 5.5 | 5.2 | 4.9 | 4.8 | 20.3 | 5.8 | 19.3 |
| BY OPERATION | |||||||
| Subscription sales | 2.9 | 2.9 | 2.7 | 2.6 | 11.1 | 2.5 | 8.7 |
| License sales | 0.4 | 0.2 | 0.2 | 0.2 | 0.9 | 1.1 | 1.9 |
| Maintenance sales | 1.9 | 2.0 | 1.9 | 1.9 | 7.8 | 2.1 | 8.2 |
| Professional services & others | 0.3 | 0.1 | 0.1 | 0.1 | 0.6 | 0.1 | 0.4 |
| Total | 5.5 | 5.2 | 4.9 | 4.8 | 20.3 | 5.8 | 19.3 |
Consolidated net sales for January–December totaled EUR 20.3 million (EUR 19.3 million), an increase of 5.4%, year on year.
The majority of SSH Communications Security's invoicing is U.S. dollar based. During the financial year, the average exchange rate of the euro against U.S. dollar strengthened by 2.6% compared to 2022. With comparable exchange rates, the net sales increase in 2023 would have been 6.7% compared to 2022.
Operating loss for the financial year amounted to EUR -1.6 million (EUR -0.4 million), with net loss totaling EUR -2.3 million (EUR -0.6 million).
Sales, marketing, and customer support expenses amounted to EUR -9.4 million (EUR -8.8 million), while research and development expenses totaled EUR -7.9 million (EUR -7.2 million) and administrative expenses EUR -4.8 million (EUR -5.1 million). Operating expenses increased by 5% compared to the previous year.
The financial position of SSH Communications Security was adequate during the financial year. The consolidated balance sheet total on December 31, 2023 stood at EUR 31.4 million (EUR 38.1 million), of which liquid assets accounted for EUR 2.2 million (EUR 5.7 million), or 6.9 % of the balance sheet total. In addition, the company had EUR 1.5 million of short-term liquid investments. Interest-bearing debts were EUR 1.2 million at the end of the financial year (EUR 1.7 million). Interest-bearing liabilities decreased by EUR -0.5 million from December 31, 2022 due to repayments of the premium loan raised from ELO mutual pension insurance company. Interestbearing liabilities include a premium loan from ELO mutual pension insurance company for EUR
1.2 million. On December 31, 2023, gearing, or the ratio of net liabilities to shareholders' equity, was 3% (-27.9%) and the equity ratio stood at 49.2% (46.1%).
The reported gross capital expenditure for the period totaled EUR 2.7 million (EUR 2.5 million). Financial income and expenses totaled EUR -0.8 million (EUR -0.2 million), which consisted mainly of exchange rate gains or losses and interest expenses from sales and leasing contracts.
The Group had a cash flow of EUR 3.2 million (EUR 3.0 million) from business operations, and investments showed a cash flow of EUR -5.6 million (EUR -3.5 million) Cash flow from investments includes the deferred purchase price of acquisition of SSH Secure Collaboration (previously Deltagon Oy) EUR -1.7 million (EUR -1.7 million), investment in financial assets EUR -1.5 million and received government grants of EUR 0.2 million (EUR 0.7 million). Cash flow from financing totaled EUR -1.1 million (EUR -2.2 million). Cash flow from financing includes the payment of the hybrid instrument interest of EUR -1.4 million (EUR -1.4 million), proceeds from shares subscribed with option rights EUR 1.2 million (EUR 0.7 million) and change in debt of EUR -0.5 million (EUR - 0.5 million). Total cash flow from operations, investments, and financing was EUR -3.5 million (EUR -2.6 million).
Research and development expenses for January–December totaled EUR -7.9 million (EUR -7.2 million), the equivalent of 38.6% of net sales (37.4%). During January–December, the company has capitalized new product R&D costs in the amount of EUR 2.1 million (EUR 1.9 million). Depreciation from R&D capitalization assets was EUR -1.6 million (EUR -1.4 million).
Substantial risks that might affect the profitability of the company have been reviewed and updated to reflect the current macroeconomic environment.
The largest risks are:
The principles and organization of risk management of SSH Communications Security can be read from the company's website www.ssh.com.
SSH Communications Security Group had 158 (144) employees at the end of December, up by 14 people or 9.7% from the previous year. The average age among employees was 41 years (40 years). Approximately 20.3% (16.9%) of the employees were women and 79.7% (83.1%) men. At the end of the period, 38.0% (36.8%) of the employees worked in sales, marketing, and customer services, 48.7% (51.4%) in R&D, and 13.3% (11.8%) in corporate administration.
At the end of the financial period, the parent company had 104 (96) employees on its payroll. On average, the parent company had 99 (90) employees during the period under review. Parent company salaries, bonuses, and other personnel expenses during the financial period totaled EUR 8.9 million (9.1 million).
The Annual General Meeting of SSH Communications Security Oyj was held on March 24, 2023. Henri Österlund, Kai Tavakka, Sampo Kellomäki, Christian Fredrikson, and Catharina Candolin were elected as directors of the company's Board of Directors. At the inaugural meeting of the Board of Directors, Henri Österlund was elected as the Chairman.
The Authorized Public Accountant Firm Ernst & Young Oy was re-elected as the auditor of the company. Ernst & Young Oy informed the company that Maria Onniselkä, Authorized Public Accountant, will continue as the accountant with the main responsibility.
SSH Communications Security Oyj's member of the board of directors, Sampo Kellomäki, passed away from a serious illness on 16 May 2023. The Company's Board of Directors has consisted of four members since 16 May 2023.
At the end of 2023, the Group Management Team consisted of three members:
Teemu Tunkelo, Chief Executive Officer Michael Kommonen, Chief Financial Officer Rami Raulas, Head of EMEA Region
According to the Articles of Association, the highest decision-making power in the company is wielded by the shareholders at the shareholders' meeting. The Annual General Meeting (AGM) is held within six months of the completion of the company's financial period, at a time decided by the Board. The AGM decides the number of members of the Board of Directors and elects them. Additionally, under the Finnish Limited Liability Companies Act, the AGM has the authority to amend the company's Articles of Association, adopt the financial statements, approve the amount of dividends, and select the company's auditors. Each SSH Communications Security Corporation share conveys one vote at the shareholder's meeting. Under the Articles of Association, the CEO is appointed by the Board of Directors.
SSH Communications Security abides by its Articles of Association as well as principles of transparent and responsible corporate governance, and high ethical standards in its governance and decision-making. The company complies with the Finnish company and securities market legislation, including the market abuse regulation, rules of Nasdaq Helsinki and Finnish Corporate Governance Code 2020 adopted by the Securities Market Association.
For more information see our Corporate Governance Statement that is published annually as a separate report and can be found at SSH's website.
SSH Communications Security is committed to systematically maintain and develop the responsibility and sustainability of the business through its strategy, operations, and actions. The company is committed to operate in socially and ethically responsible way.
The company's ethical principles emphasize values that are important to SSH, such as antibribery, position and treatment of employees, and safety and behavioral culture within workplaces.
SSH Communications Security is a responsible employer and treats all employees equally. The company does not approve harassment or discrimination in any form and for that, the company has created internal guidelines and organized training. The company constantly develops the safety and comfort of its workplaces as well as the management of work-related stress and coping with the workload. In addition, the company offers its employees physical, cultural, and other benefits.
SSH Communications Security regards the diversity of its personnel as an essential strength and encourages the appraisal and adoption of diversity throughout the organization including top management.
The company has a separate Anti-Bribery and Anti-Corruption Policy as well as an equality plan focusing on equal and fair treatment of its employees.
The company has also a whistleblowing policy in place to ensure that employees and third parties, if they wish, can report anonymously suspected serious deficiencies, abuses, and crimes within the SSH Group.
SSH has established a Code of Conduct for responsible and transparent activities, employee satisfaction, and ethics for all employees worldwide.
Companies that have less than 500 employees are exempt from the requirements to disclose information according to Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088 (the "Taxonomy Regulation"). Therefore, SSH has not disclosed Taxonomy Regulation information in the reports of fiscal year 2023.
The reported trading volume of SSH Communications Security shares totaled 3,834,820 shares (valued at EUR 6,130,912) during the reporting period. The highest quotation was EUR 2.40, and the lowest EUR 1.20. The trade-weighted average share price for the period was EUR 1.64, and the share closed at EUR 1.33 (December 31, 2023).
Accendo Capital is the largest shareholder of SSH, with 27.9% of the company shares and votes. Tatu Ylönen is the second largest shareholder of SSH, with 17.2%, and Juha Mikkonen holds 5.0% of the company's shares. More information about the shareholding can be obtained from the company's website, ww.ssh.com.
The company has the following subsidiaries:
State Security Networks Group Finland (Suomen Erillisverkot Oy) became a non-controlling interest holder of Kyberleijona Oy on August 14, 2018 with 35% ownership. SSH Communications Security Oyj owns 65% of the shares in Kyberleijona Oy.
In March 2023 a new subsidiary was incorporated in Singapore. The subsidiary is 100% owned by the parent company SSH Communications Security Oyj.
During 2023 the Swedish and Norwegian Deltagon branches were closed, which had no impact on the business operations in these countries. The operations have been run from SSH Secure Collaboration (ex. Deltagon Oy) in Finland after the closure of the branches.
During the review period, no dividend or return of capital have been distributed.
| Number of | Percentage of | |
|---|---|---|
| Type of sector | shares | shares and votes, % |
| Households and private individuals | 20,946,656 | 51.51 |
| Financial and insurance institutions | 993,311 | 2.44 |
| Public sector organizations | 3,166,899 | 7.79 |
| Companies | 1,462,012 | 3.60 |
| Foreign shareholders | 14,095,444 | 34.66 |
| Non-profit organizations | 100 | 0.00 |
| Total | 40,664,422 | 100.00 |
| Number of | Percentage of | |||||
|---|---|---|---|---|---|---|
| sharehold | shareholders, | Number of | Percentage of | |||
| Shares | ers | % | shares | shares, % | ||
| 1−100 | 2,007 | 38.23 | 96,997 | 0.24 | ||
| 101−500 | 1,394 | 26.55 | 402,455 | 0.99 | ||
| 501−1,000 | 604 | 11.51 | 496,369 | 1.22 | ||
| 1,001−5,000 | 850 | 16.19 | 2,008,036 | 4.94 | ||
| 5,001−10,000 | 161 | 3.07 | 1,199,255 | 2.95 | ||
| 10,001−50,000 | 185 | 3.52 | 3,932,538 | 9.67 | ||
| 50,001−100,000 | 30 | 0.57 | 1,972,310 | 4.85 | ||
| 100,001−500,000 | 9 | 0.17 | 1,953,560 | 4.80 | ||
| 500,001−999,999,999 | 10 | 0.19 | 28,602,902 | 70.34 | ||
| Total | 5,250 | 100.00 | 40,664,422 | 100.00 | ||
| of which nominee-registered | 8 | 14,806,388 | 36.41 |
The ten largest shareholders Dec 31, 2023
Excluding nominee-registered except Accendo Capital
| Percentage of | ||
|---|---|---|
| shares, % | Number of shares | |
| Accendo Capital | 27.86 | 11,330,000 |
| Ylönen Tatu Juhani | 17.18 | 6,987,123 |
| Mikkonen Juha Taneli | 5.02 | 2,040,000 |
| Elo Mutual Pension Insurance Company | 3.37 | 1,370,000 |
| Ilmarinen Mutual Pension Insurance Company | 2.56 | 1,041,599 |
| Varma Mutual Pension Insurance Company | 1.86 | 755,300 |
| Tunkelo Teemu Mauno | 1.55 | 631,408 |
| Syrjänen Eva Annika Elisabeth | 1.33 | 540,000 |
| Kettunen Risto Juhani |
1.29 | 526,000 |
| Syrjälä Timo Kalevi | 0.89 | 360,000 |
| Total | 62.90 | 25,581,430 |
The company's registered share capital on December 31, 2023, was EUR 1,219,932.66, consisting of 40,664,422 shares.
In 2023, share capital increased by EUR 30,039 through subscription of stock options. Stock options were exercised in the financial year 2023 with 1,001,316 shares.
The Annual General Meeting approved the Board of Directors' proposal to authorize the Board of Directors to decide upon the issuing of a maximum of 6,000,000 shares as a share issue against payment or by giving stock options or other special rights entitling to shares, in accordance with Chapter 10 Section 1 of the Finnish Companies Act, either according to the shareholders' preemptive right to share subscription or deviating from this right, in one or more tranches. Based on the authorization, it can be either the issuing of new shares or the transfer of own shares, which the company may have in its possession.
Based on the authorization, the Board of Directors shall have the same rights as the Annual General Meeting to decide upon the issuing of shares against payment and special rights (including stock options) in accordance with Chapter 10 Section 1 of the Finnish Companies Act. Thereby, the authorization to be given to the Board of Directors includes, inter alia, the right to deviate from the shareholders' pre-emptive rights with directed issues providing that the company has a compelling financial reason for the deviation with respect to the share issue against payment. Furthermore, the authorization includes the Board of Directors' right to decide upon who is entitled to the shares and/or stock options or special rights in accordance with Chapter 10 Section 1 of the Finnish Companies Act as well as upon the related compensation, subscription, and payment periods and the registering of the subscription price into the share capital or invested nonrestricted equity fund within the limits of the Finnish Companies Act.
The authorization will be valid until the next Annual General Meeting but will expire at the latest on June 30, 2024.
The Annual General Meeting approved the Board of Directors' proposal to authorize the Board of Directors to decide upon acquisition of a maximum of 2,000,000 own shares of the company with assets belonging to the company's non-restricted equity, which amounts to approximately 5.2 percent of the company's total shares. The shares can also be acquired other than in proportion to the holdings of the existing shareholders. The maximum compensation to be paid for the acquired shares shall be the market price at the time of purchase, which is determined by public trading.
The Board of Directors proposes that the authorization for the acquiring of the company's own shares would be used, inter alia, in order to strengthen the company's capital structure, to finance and realize corporate acquisitions and other arrangements, to realize the share-based incentive programs of the company or otherwise to be kept by the company, to be transferred for other purposes or to be canceled. The acquisition of shares reduces the company's distributable nonrestricted equity.
A decision concerning the acquisition of own shares must be made so that the combined amount of the own shares, which are in possession of, or held as pledges by, the company or its subsidiaries does not exceed one tenth of all shares. The Board of Directors shall decide upon all other matters related to the acquisition of shares.
The authorization will be valid until the next Annual General Meeting but will expire at the latest on June 30, 2024.
The share-based payments of SSH Communications Security are stock options. Stock option programs have been in effect in the reporting period or in the comparison year.
The Board of Directors decided on February 27, 2023 on a new stock option program 2023A. The maximum number of stock options is 980,000. The share subscription period will be from February 23, 2025 to March 31, 2027. The share subscription price for the shares is EUR 2.24.
On February 23, 2022 the Board of Directors decided on a stock option program 2022A. The maximum number of stock options is 980,000. The share subscription period will be from February 23, 2024 to March 31, 2026. The share subscription price for the shares is EUR 2.98.
Each option gives the right to subscribe to one new share at a price and at a time specified in the terms of the stock option plan. The option rights will be canceled in case the employee leaves the company before the subscription time has begun. There are no other conditions to the beginning of the option rights.
The shares subscribed with the granted option rights include the rights to any dividend payable for the reporting period during which the shares were subscribed. Other shareholder rights commence as soon as the increase in the share capital has been registered in the Trade Register. More information on stock option plans is given in note 20 in the consolidated financial statements.
During the reporting period, there have not been any significant transactions with related parties.
On 14 February 2024 SSH Communications Security Oyj announced that it had been selected as supplier for cryptographic solution and services. The total value of the agreement is approximately EUR 1.8 million.
.
We expect net sales to grow during 2024 compared to 2023. We estimate EBITDA and cash flow from operating activities to be positive for 2024. At the end of 2023, our Annual Recurring Revenue was EUR 19.3 million (EUR 18.4 million in 2022). Our net sales grew by 5.4% to EUR 20.3 million in 2023, and EBITDA was 1.8 million in 2023.
The parent company's distributable funds are EUR -6,251,248.12, of which the loss for the financial year is EUR -3,414,332.45. The Board of Directors proposes to the Annual General Meeting on 25 March, 2024 that no dividend or return of capital shall be distributed. It is proposed that the loss of the financial year shall be entered to the retained earnings in the shareholders' equity.
| 2023 | 2022 | 2021 | ||
|---|---|---|---|---|
| Net sales | EUR | 20,321,947 | 19,284,167 | 15,929,489 |
| Operating profit/loss | EUR | -1,646,853 | -442,918 | -1,530,119 |
| % of net sales | % | -8.1 | -2.3 | -9.6 |
| EBITDA | EUR | 1,816,713 | 2,671,827 | 1,119,334 |
| % of net sales | % | 8.9 | 13.9 | 7.0 |
| Profit/loss before taxes | EUR | -2,416,588 | -681,647 | -1,794,364 |
| % of net sales | % | -11.9 | -3.5 | -11.3 |
| Return on equity | % | -22.8 | -5.2 | -22.6 |
| Return on investments | % | -19.1 | -4.7 | -14.2 |
| Net interest-bearing debt | EUR | 279,993 | -3,096,641 | -4,788,959 |
| Gearing | % | 3.0 | -27.9 | -39.8 |
| Equity ratio | % | 49.2 | 46.1 | 44.6 |
| Gross investments in tangible and | ||||
| intangible assets | EUR | 2,667,457 | 2,535,450 | 1,976,713 |
| % of net sales | % | 13.1 | 13.1 | 12.4 |
| Research and development costs | EUR | -7,850,736 | -7,204,987 | -5,836,431 |
| % of net sales | % | 38.6 | 37.4 | 36.6 |
| Average number of personnel | 150 | 132 | 114 | |
| Number of personnel 31 Dec | 158 | 144 | 123 | |
| Salaries and fees | EUR | -12,201,271 | -12,502,599 | -10,958,262 |
| 2023 | 2022 | 2021 | ||
|---|---|---|---|---|
| Earnings per share* | EUR | -0.10 | -0.05 | -0.10 |
| Earnings per share, diluted* | EUR | -0.10 | -0.05 | -0.10 |
| Equity per share | EUR | 0.25 | 0.28 | 0.31 |
| Dividends | EUR | 0 | 0 | 0 |
| Dividends per share | EUR | 0.00 | 0.00 | 0.00 |
| Dividend payout ratio | % | 0 | 0 | 0 |
| Effective dividend yield | % | 0 | 0 | 0 |
| Return of capital | EUR | 0 | 0 | 0 |
| Return of capital per share | EUR | 0 | 0 | 0 |
| Adjusted average number of shares | ||||
| during the period | 1,000 | 40,482 | 39,407 | 38,927 |
| Adjusted number of shares at the | ||||
| end of the period | 1,000 | 40,664 | 39,663 | 39,279 |
| Adjusted average number of shares | ||||
| considering dilution effect* | 1,000 | 40,482 | 39,407 | 38,927 |
| Price per earnings ratio (P/E) | neg. | neg. | neg. | |
| Market capitalization 31 Dec | mEUR | 54.1 | 91.2 | 118.2 |
* Earnings per share is impacted by the accrued unpaid interest of hybrid capital securities. Stock options are excluded from the EPS diluted when the result is negative.
| Share performance at Nasdaq Helsinki | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Average price | EUR | 1.64 | 2.40 | 2.51 |
| Share price, year end | EUR | 1.325 | 2.30 | 3.01 |
| Lowest quotation | EUR | 1.195 | 1.66 | 1.60 |
| Highest quotation | EUR | 2.4 | 3.3 | 3.48 |
| Volume of shares traded | millions | 3.8 | 7.2 | 8.6 |
| Volume of shares traded, % of total number | % | 9.4 | 18.2 | 21.8 |
| Value of shares traded | mEUR | 6.1 | 17.3 | 21.7 |
SSH Communications Security presents an alternative performance measure, which is not defined by IFRS standards. Alternative performance measures should not be considered as substitute for performance measures in accordance with the IFRS.
EBITDA = Operating profit/loss + depreciation, amortization, and impairment
The following table presents the reconciliation of EBITDA to the operating profit/loss.
| kEUR | 2023 | 2022 |
|---|---|---|
| EBITDA | 1,817 | 2,672 |
| Depreciation, amortization, and impairment | -3,464 | -3,115 |
| Operating profit/loss | -1,647 | -443 |
Operating profit = profit/loss for the period + income taxes + financial income and expenses
| Profit/loss for the financial year = Equity (average during the financial year) |
||||
|---|---|---|---|---|
| Return on Equity, % (ROE) | ||||
| Profit/loss before taxes | ||||
| Return on Investment, % (ROI) = |
Balance sheet total - Non-interest-bearing debts (average dur- ing the financial period) |
|||
| Equity Ratio, % = |
Equity | |||
| Balance sheet total - Advance payments received | ||||
| Earnings Per Share (EPS) = |
Profit/loss for the financial period attributable to owners of the parent company - Interest on hybrid capital securities Average number of outstanding shares during the financial |
|||
| period | ||||
| Diluted Earnings Per Share (EPS) = |
Profit/loss for the financial period attributable to owners of the parent company - Interest on hybrid capital securities |
|||
| Adjusted average number of shares considering dilution effect | ||||
| = | Dividend | |||
| Dividend Per Share | Number of outstanding shares during the financial period | |||
| Dividend Pay-out Ratio, % = |
Dividend per share | |||
| Earnings per share | ||||
| Equity Per Share | Equity | |||
| = | Number of outstanding shares on the financial statement date, adjusted for share issue |
|||
| Gearing, % | = | Interest-bearing debt - Liquid assets | ||
| Equity |
| EUR | Note | 1 Jan-31 Dec 2023 | 1 Jan-31 Dec 2022 |
|---|---|---|---|
| NET SALES | 3 | 20,321,947 | 19,284,167 |
| Cost of goods sold | -93,711 | -115,109 | |
| GROSS MARGIN | 20,228,237 | 19,169,058 | |
| Other operating income | 4 | 201,517 | 1,518,146 |
| Sales and marketing costs | 5, 6 | -9,431,166 | -8,841,883 |
| R&D costs | 5, 6 | -7,850,736 | -7,204,987 |
| Administrative costs | 5, 6 | -4,794,705 | -5,083,252 |
| OPERATING PROFIT/LOSS | -1,646,853 | -442,918 | |
| Finance income | 7 | 15,361 | 323,549 |
| Finance costs | 8 | -785,097 | -562,278 |
| PROFIT/LOSS BEFORE TAXES | -2,416,588 | -681,647 | |
| Income tax expense | 9 | 100,978 | 86,137 |
| PROFIT/LOSS FOR THE YEAR | -2,315,611 | -595,510 | |
| Proft/loss attributable to: | |||
| Owners of the parent company | -2,707,437 | -533,579 | |
| Non-controlling interests | 391,826 | -61,932 | |
| TOTAL | -2,315,611 | -595,510 | |
| OTHER COMPREHENSIVE INCOME | |||
| Items that may be reclassified subsequently to profit or loss: | |||
| Translation differences | 234,433 | -404,653 | |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | -2,081,178 | -1,000,164 | |
| Total comprehensive income attributable to: | |||
| Owners of the parent company | -2,471,555 | -938,980 | |
| Non-controlling interests | 390,378 | -61,184 | |
| TOTAL | -2,081,178 | -1,000,164 | |
| Earnings per share | |||
| Basic earnings per share (EUR) | 10 | -0,10 | -0,05 |
| Diluted earnings per share (EUR) | 10 | -0,10 | -0,05 |
| ASSETS | |||
|---|---|---|---|
| EUR | Note | 31 Dec 2023 | 31 Dec 2022 |
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 11 | 283,158 | 268,633 |
| Right-of-use assets | 12, 23 | 1,187,874 | 876,526 |
| Intangible assets | 13 | 21,140,810 | 21,519,186 |
| Investments | 11,000 | 11,000 | |
| Total non-current assets | 22,622,841 | 22,675,345 | |
| CURRENT ASSETS | |||
| Inventories | 14 | 380,539 | 327,149 |
| Trade receivables | 15 | 3,561,839 | 8,100,578 |
| Other receivables | 16 | 662,507 | 600,848 |
| Prepaid expenses and accrued expenses | 463,564 | 383,801 | |
| Income tax receivables | 9 | 333,821 | |
| Current financial assets | 19 | 1,508,254 | |
| Cash and cash equivalents | 19 | 2,153,105 | 5,719,583 |
| Total current assets | 8,729,808 | 15,465,781 | |
| TOTAL ASSETS | 31,352,649 | 38,141,126 |
| EQUITY AND LIABILITIES | |||
|---|---|---|---|
| EUR | Note | 31 Dec 2023 | 31 Dec 2022 |
| EQUITY ATTRIBUTABLE TO THE PARENT COMPANY SHAREHOLDERS | |||
| Share capital | 17 | 1,219,933 | 1,189,893 |
| Translation differences | -1,483,532 | -1,719,414 | |
| Unrestricted invested equity fund | 25,552,743 | 24,410,412 | |
| Hybrid capital securities | 12,000,000 | 12,000,000 | |
| Retained earnings | -34,420,997 | -30,753,841 | |
| Equity attributable to the parent company shareholders | 2,868,147 | 5,127,051 | |
| Non-controlling interests | 6,350,362 | 5,959,985 | |
| Total equity | 9,218,509 | 11,087,036 | |
| NON-CURRENT LIABILITIES | |||
| Non-current interest-bearing liabilities | 18,22 | 745,000 | 1,245,000 |
| Lease liabilities | 18,23 | 719,606 | 497,495 |
| Other non-current liabilities | 1,666,796 | ||
| Advances received and deferred revenue | 15 | 2,429,415 | 3,535,860 |
| Deferred tax liabilities | 1,226,130 | 1,401,661 | |
| Total non-current liabilities | 5,120,152 | 8,346,811 | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 21 | 5,872,577 | 7,288,510 |
| Current interest-bearing liabilities | 18,22 | 500,000 | 500,000 |
| Lease liabilities | 18,23 | 468,493 | 380,447 |
| Advances received and deferred revenue | 15 | 10,172,919 | 10,538,322 |
| Total current liabilities | 17,013,988 | 18,707,279 | |
| TOTAL LIABILITIES | 22,134,140 | 27,054,091 | |
| TOTAL EQUITY AND LIABILITIES | 31,352,649 | 38,141,126 |
| EUR | Note | 1 Jan-31 Dec 2023 | 1 Jan-31 Dec 2022 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Receipts from customers | 3, 15 | 22,607,145 | 20,476,460 |
| Payments to suppliers and employees | 5, 21 | -19,516,880 | -16,554,195 |
| Cash flows from operating activities before financial items and | |||
| taxes | 3,090,265 | 3,922,265 | |
| Interest paid and payments on other financial costs | -135,489 | -169,029 | |
| Interest received and other financial income | 6,861 | 6,980 | |
| Income taxes paid | 288,331 | -746,511 | |
| Net cash flows from operating activities | 3,249,969 | 3,013,704 | |
| whereof change in working capital | 1,636,393 | 1,708,556 | |
| Cash flows from investing activities | |||
| Investments in tangible and intangible assets | 11, 13 | -2,667,457 | -2,535,450 |
| Investments in financial assets | 19 | -1,500,000 | 0 |
| Acquisition of a subsidiary, net of cash acquired | -1,670,000 | -1,670,000 | |
| Receipt of government grants | 4 | 196,941 | 738,009 |
| Net cash flows from investing activities | -5,640,516 | -3,467,441 | |
| Cash flows from financing activities | |||
| Change in current debt | -500,000 | -500,000 | |
| Proceeds from subordinated debt | 19 | -582,000 | |
| Interest paid on hybrid capital securities | -1,380,000 | -1,380,000 | |
| Proceeds from shares subscribed with option rights | 1,172,370 | 719,851 | |
| Principal portion of finance lease payments | 23 | -409,805 | -431,423 |
| Net cash flows from financing activities | -1,117,435 | -2,173,572 | |
| Change in cash and cash equivalents | -3,507,981 | -2,627,309 | |
| Cash and cash equivalents in beginning of period | 5,719,583 | 8,207,229 | |
| Exchange rate effect | -58,496 | 139,663 | |
| Change in cash and cash equivalents | -3,507,981 | -2,627,309 | |
| Cash and cash equivalents at end of period | 2,153,105 | 5,719,583 |
| Attributable to the owners of the Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Unrestricted | Non | ||||||||
| Share | Hybrid capital | Translation | invested | Retained | controlling | ||||
| EUR | Note | capital | securities | differences | equity fund | earnings | Total | interests | Total equity |
| Equity 1 Jan 2022 | 17 | 1,178,367 | 12,000,000 | -1,314,013 | 23,702,088 | -29,561,871 | 6,004,570 | 6,021,169 | 12,025,739 |
| Comprehensive profit/loss | |||||||||
| Profit/loss for the year | -533,579 | -533,579 | -61,932 | -595 510 | |||||
| Other comprehensive items | |||||||||
| Translation differences | -405,401 | -405,401 | 747 | -404 653 | |||||
| Comprehensive profit/loss | |||||||||
| for financial period, total | -405,401 | -533,579 | -938,979 | -61,184 | -1,000,164 | ||||
| Hybrid capital securities | -1,380,000 | -1,380,000 | -1 380 000 | ||||||
| Share-based payment plans | 721,609 | 721,609 | 721,609 | ||||||
| Shares subscribed on option rights | 11,526 | 708,324 | 719,851 | 719,851 | |||||
| Transactions with shareholders | 11,526 | 708,324 | -658,391 | 61,460 | 61,460 | ||||
| Equity 31 Dec 2022 | 1,189,893 | 12,000,000 | -1,719,413 | 24,410,412 | -30,753,841 | 5,127,051 | 5,959,985 | 11,087,035 |
| Attributable to the owners of the Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Unrestricted | Non-con | ||||||||
| Hybrid capital | Translation | invested eq | Retained | trolling in | |||||
| EUR | Note | Share capital | securities | differences | uity fund | earnings | Total | terests | Total equity |
| Equity 1 Jan 2023 | 17 | 1,189,893 | 12,000,000 | -1,719,413 | 24,410,412 | -30,753,841 | 5,127,051 | 5,959,985 | 11,087,035 |
| Comprehensive profit/loss | |||||||||
| Profit/loss for the year | -2,707,437 | -2,707,437 | 391,826 | -2,315,611 | |||||
| Other comprehensive items | |||||||||
| Translation differences | 235,882 | 235,882 | -1,449 | 234,433 | |||||
| Comprehensive profit/loss | |||||||||
| for financial period, total | 235,882 | -2,707,437 | -2,471,555 | 390,378 | -2,081,178 | ||||
| Hybrid capital securities | -1,380,000 | -1,380,000 | -1,380,000 | ||||||
| Share-based payment plans | 420,281 | 420,281 | 420,281 | ||||||
| Shares subscribed on option | |||||||||
| rights | 30,039 | 1,142,331 | 1,172,371 | 1,172,371 | |||||
| Transactions with shareholders | 30,039 | 1,142,331 | -959,719 | 212,652 | 212,652 | ||||
| Equity 31 Dec 2023 | 1,219,933 | 12,000,000 | -1,483,532 | 25,552,743 | -34,420,997 | 2,868,147 | 6,350,362 | 9,218,509 |
SSH Communications Security Corporation helps organizations access, secure and control their digital core – their critical data, applications and services. In the rapidly growing global data economy, secure access that enables digital transformation at business velocity is the new competitive advantage.
Our thousands of customers include Fortune 500 companies, the world's largest financial institutions, and major organizations in all verticals. Our solutions guard against the rapidly changing threat landscape that includes both internal and external actors.
We generate shareholder value from a combination of our world-leading expertise, proven enterprise-class solutions, professional services, support offering, and from our strong IP portfolio and well-established licensing operations.
The SSH Communications Security Group consists of SSH Communications Security Corporation and its subsidiaries. SSH Communications Security Corporation (corporate id 1035804-9) is domiciled in Helsinki, Finland and is a publicly traded company, whose share is quoted on NASDAQ Helsinki Oy (SSH1V). SSH Communications Security Corporation has its registered office at address Karvaamokuja 2B, 00380 Helsinki, Finland.
The SSH Communications Security Board of Directors approved this financial statement for publication at its meeting on 21 February 2024. Under the Finnish Limited Liability Companies Act, the shareholders can accept or reject the financial statement at the AGM held after its publication. A copy of the financial statements is published as a part of the company's annual report.
The annual report is available on the company website at www.ssh.com, or at the head office of SSH Communications Security Corporation. All stock exchange bulletins are available on the company website www.ssh.com.
The iXBRL ESEF report is unaudited. The PDF version of the Financial Statements and report of the Board of Directors report is a voluntary publication.
The consolidated financial statements have been prepared in compliance with the International Financial Reporting Standards (IFRS). The forementioned standards are the standards and interpretations thereof approved for use in the EU pursuant to Regulation (EC) No. 1606/2002 implemented in the Finnish Accounting Act and legislation based thereon. The notes to the consolidated financial statements are also compliant with Finnish accounting and company legislation.
The consolidated financial statements are based on original acquisition costs unless otherwise noted in the accounting principles. The consolidated financial statements are presented in full euros unless otherwise stated.
Items of each subsidiary included in the consolidated financial statements are measured using the currency of the operating environment of that subsidiary ('functional currency'). The consolidated financial statements are presented in euros, which is the functional and reporting currency of the parent company.
Foreign currency denominated transactions are recognized at the exchange rate of the functional currency on the transaction date. In practice, the exchange rate used is approximately the rate of the transaction date. Outstanding receivables and liabilities in foreign currencies are measured using the exchange rates on the balance sheet date. Exchange rate differences are recorded in the income statement. Exchange rate gains and losses on financing are included in financing income and costs.
The comprehensive income statements and cash flow statements of subsidiaries whose functional currency is other than EUR are translated into euros using the exchange rate of the transaction dates. In practice, the translations are done once a month using the monthly average exchange rate. Balance sheet items are translated into euros with the exchange rate of the balance sheet date. The translation of the comprehensive profit/loss for the financial period using different exchange rates in the comprehensive income statement on the one hand and in the balance sheet on the other causes a translation difference recognized under Group equity under other comprehensive profit/loss items.
Translation differences generated through elimination of the acquisition costs of foreign subsidiaries and translation of equity items accrued after acquisition are recognized under other comprehensive profit/loss items. When a subsidiary is sold, accumulated translation differences are recognized in the income statement as part of the gain or loss on the sale.
Preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions affecting the reported amounts of assets, liabilities, income and expenses, as well as the disclosure of contingent assets and liabilities. The estimates and assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, which form the basis of making the judgments about carrying values. These estimates and assumptions are reviewed on an ongoing basis and possible effects of changes in estimates and assumptions are recognized during the period they are changed.
The estimates and assumptions that have a significant risk of causing adjustment to the carrying value of assets within next financial year relate to restructuring plans, impairment testing, claims, onerous contracts, pending patent litigations, and the probability of deferred tax assets being recovered against future taxable profits.
The Group has adopted the new standards and interpretations that took effect during the accounting period and are relevant to its operations. The IFRS standards and the amendments that
entered into force in 2023 had no impact on the Group's result, the financial position, or the presentation of the financial statements.
The Group will adopt new and amended standards and interpretations as of the effective date or, if the date is other than the first day of the financial year, from the beginning of the subsequent financial year. The changes are not expected to have a material impact on SSH Communications Security's consolidated financial statements.
SSH Communications Security Oyj has one reportable segment; the software business, due to business model, the nature of its operations and its governance structure.
SSH's operations have similar financial characteristic and are similar in terms of the nature of product and service production processes, types of customers, geographical characteristics, methods used in product or service distribution or service provision.
Segment reporting is consistent with the internal reporting submitted to the chief operating decision-maker. The Executive Management Team has been appointed as the chief operating decision-maker, responsible for allocating resources and assessing performance as well as making strategic decisions.
SSH Communications Security net sales derive mainly from software license sales and subscriptions, related support and maintenance fees, and consulting fees. Net sales comprise the invoiced value for the sale of goods and services adjusted with any discounts given, sales taxes, and exchange rate differences.
The revenue from product sales is recognized at the time when significant risks and rewards of the product or the right of use of the product have been transferred to the buyer and there is a binding contract between the parties, the delivery has taken place in accordance with the contract, the amount of revenue can be measured reliably, and it is probable that the economic benefits associated with the transaction will accrue to the Group. Control is transferred to the buyer at the point of time.
Maintenance sales, or revenue from support and maintenance contracts, are recognized evenly on an accrual basis throughout the contract period. Revenues from services are recognized when the service has been delivered and it is probable that the economic benefits associated with the transaction will accrue to the Group. Revenues from subscription contracts are recognized evenly on an accrual basis throughout the contract period. Revenues from hardware sales are recognized at the time when control of the hardware is transferred to the buyer. In case the hardware component is not determined to be distinct from the other performance obligations in the contract, revenue from hardware is recognized over time throughout the contract and classified as revenue from subscription contracts.
The revenue of royalties from licenses is recognized at the time of payment. Revenue from royalties is not material to the Group.
The Group customarily receives short-term advance payments from customers, but also from time-to-time substantial long-term advance payments for subscription or support and maintenance fees. In these cases, the financing component is accounted for and interest expenses are recorded for the duration of the advance payment.
The Group recognizes the costs to fulfill a contract with a customer as an asset when expecting to recover the costs, the costs relate directly to a contract that can be identified, and the costs generate resources that are used to satisfy a performance obligation.
Costs recognized as an asset are costs of hardware that relate directly to a contract that is subscription based. Amortization of costs is calculated on a straight-line basis over the period of a contract to which the assets recognized from the costs relates to. Amortized costs are recognized as costs of goods sold.
The Group recognizes the incremental costs of obtaining a contract as an asset when expecting to recover the costs, the costs relate directly to a contract that can be identified, and the costs generate resources that are used to satisfy a performance obligation.
Incremental costs recognized as an asset are sales incentive commissions paid to an employee, that relate directly to a contract that is subscription based. Amortization of costs is calculated on a straight-line basis over the period of a contract to which the assets recognized from the costs relates to. Amortized costs are recognized as commission costs in salaries and staff related costs.
| EUR | 2023 | 2022 |
|---|---|---|
| BY OPERATION | ||
| Subscription sales | 11,087,410 | 8,735,935 |
| License sales | 868,598 | 1,916,280 |
| Maintenance sales | 7,802,878 | 8,212,864 |
| Professional services & others | 563,060 | 419,087 |
| Total | 20,321,947 | 19,284,167 |
| BY GEOGRAPHICAL SEGMENT | ||
| AMERICAS | 7,799,041 | 6,985,617 |
| APAC | 1,495,181 | 1,500,010 |
| EMEA | 4,181,656 | 3,618,492 |
| Finland | 6,846,069 | 7,180,048 |
| Total | 20,321,947 | 19,284,167 |
In 2023 or 2022, no customer's revenue accounted for more than ten percent of the Group's net sales.
Obligations for returns is defined to cover the value of hardware purchase price when the company is not able to provide hardware return service based on agreed service level. The return value excludes the value of licenses and other services sold.
The warranty for hardware items is limited to 12 months. Warranty may be extended up to five years by purchasing the warranty service.
| 2023 | |||||
|---|---|---|---|---|---|
| EUR | Finland | Rest of Europe | US | Other countries | Group total |
| Revenue | 6,846,069 | 3,819,376 | 7,093,945 | 2,562,557 | 20,321,947 |
| Assets | 22,046,885 | - | 528,144 | 47,812 | 22,622,841 |
| 2022 | |||||
| EUR | Finland | Rest of Europe | US | Other countries | Group total |
| Revenue | 7,180,048 | 3,618,492 | 6,336,074 | 2,149,554 | 19,284,167 |
| Assets | 22,414,146 | - | 233,849 | 27,350 | 22,675,345 |
Revenues presented based on the basis of customer location and non-current assets presented on the basis of their location:
Accounting principles Government Grants Grants received from the government for purchase of tangible assets are entered as a deduction of the book value of the asset when there is reasonable assurance that the company will receive the grant and will comply with the conditions attaching to the grant. Grants are recognized as income over the life of a depreciable asset by way of a reduced depreciation. Government grants that are intended to compensate for costs are recognized as income over the same period as the related costs are recognized. These government grants are presented under other operating income.
Other operating income includes EUR 0.2 million received government grants (EUR 0.8 million). In 2022 other operating income also included EUR 0.7 million resulting from reversal of the earn-out consideration reserve related to the acquisition of SSH Secure Collaboration.
| EUR | 2023 | 2022 |
|---|---|---|
| Employee benefit expenses | ||
| Wages and salaries | -11,785,507 | -11,617,635 |
| Pensions, defined contribution plan | -1,604,863 | -1,395,149 |
| Other social security costs | -677,644 | -815,652 |
| Stock options issued | -420,281 | -721,609 |
| Total | -14,488,295 | -14,550,044 |
Information about remuneration of the key management personnel is presented in note 26. Related party transactions and information on the options granted is presented in the note 20. Share-based payments.
| Number of personnel | 2023 | 2022 |
|---|---|---|
| Average during the financial period | 150 | 132 |
| At the end of the financial period | 158 | 144 |
| Personnel distribution by function on 31 Dec |
||
| Sales, marketing, and customer support | 60 | 53 |
| Research and development | 77 | 74 |
| Administration | 21 | 17 |
| Total | 158 | 144 |
| EUR | 2023 | 2022 |
|---|---|---|
| Total | -7,850,736 | -7,204,987 |
| EUR | 2023 | 2022 |
|---|---|---|
| External services | -4,808,608 | -4,389,755 |
| Depreciation | -3,463,567 | -3,114,745 |
| Other costs | -1,603,161 | -1,123,023 |
| Total | -9,875,336 | -8,627,522 |
Auditor's fees categorized into service groups were:
| EUR | 2023 | 2022 |
|---|---|---|
| Principal auditor Ernst & Young Oy | ||
| Statutory auditing | -88,296 | -94,158 |
| Other auditing services | -7,400 | -21,400 |
| Other auditing firms: | ||
| Statutory auditing | -20,360 | -11,436 |
| Tax guidance | -7,465 | -7,274 |
| Total | -123,521 | -134,267 |
| EUR | 2023 | 2022 |
|---|---|---|
| BY ASSET CATEGORY | ||
| Machinery and equipment | 147,609 | 95,288 |
| Right-of-use assets | 412,929 | 414,738 |
| Software & other intangible assets | 1,298,709 | 1,248,270 |
| Capitalized development costs | 1,604,320 | 1,356,448 |
| Total | 3,463,566 | 3,114,745 |
| BY FUNCTION | ||
| Sales and marketing | 19,354 | 14,779 |
| Research and development | 2,110,350 | 1,787,598 |
| Administration | 1,333,862 | 1,312,367 |
| Total | 3,463,566 | 3,114,745 |
| EUR | 2023 | 2022 |
|---|---|---|
| Interest revenue | 6,861 | 6,980 |
| Net change in fair value of other investments at fair | ||
| value through profit or loss | 8,254 | |
| Exchange rate gains, loans, | ||
| and other receivables | 246 | 316,570 |
| Total | 15,361 | 323,549 |
| EUR | 2023 | 2022 |
|---|---|---|
| Exchange rate losses, loans, and other receivables | -85,759 | -148,658 |
| Interest arising from revenue contracts | -502,728 | -142,675 |
| Interest on lease liabilities | -27,485 | -24,046 |
| Other financial costs | -169,124 | -246,899 |
| Total | -785,097 | -562,278 |
Accounting principles
Tax expenses in the income statement comprise tax based on taxable income for the period and deferred tax. Income tax is recognized in the income statement except for taxes related to items recognized under comprehensive profit/loss or directly under equity, in which case the tax impact will be incorporated in the aforementioned items. Tax based on taxable income for the period is calculated using the corporate income tax rate (and tax laws) effective in each country, adjusted for any tax from previous periods.
Deferred taxes are calculated on temporary differences between the book value and taxable value. The largest temporary differences arise from unused tax losses which are deductible later.
Deferred taxes are calculated using the statutory tax bases with confirmed content announced by the closing date or with generally accepted tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable income against which the temporary difference can be applied will materialize in the future.
| EUR | 2023 | 2022 |
|---|---|---|
| Income taxes | 100,978 | 86,137 |
| Total | 100,978 | 86,137 |
| EUR | 2023 | 2022 |
|---|---|---|
| Profit/loss before taxes | -2,416,588 | -681,647 |
| Tax at parent company tax rate (20%) | 483,317 | 136,329 |
| Effect of foreign subsidiaries' differing tax rates | 695 | 3,233 |
| Non-deductible expenses | -7,405 | -7,099 |
| Tax exempt revenue | 8,925 | 8,382 |
| Tax deductible hybrid loan interest expenses | 276,000 | 276,000 |
| Use of previously unrecognized tax losses | 181,540 | 325,088 |
| Tax assets not recognized for reported losses | -555,734 | -92,559 |
| Tax assets not recognized for unused tax deprecia | ||
| tions | -211,895 | -550,320 |
| Income taxes from previous years | -1,592 | -44,529 |
| Other direct taxes | -877 | -1,247 |
| Other temporary differences | -71,997 | 32,859 |
| Income taxes | 100,978 | 86,137 |
Reconciliation of income taxes and profit/loss before taxes
The amount of Group's unused tax losses, for which no deferred tax asset has been recognized based on the prudence principle, is EUR 5.3 million (EUR 8.7 million). EUR 1.3 million (EUR 1.8 million) of the tax losses are in Finland, and EUR 4.3 million (EUR 6.9 million) in the USA. The tax losses expire in Finland between the years 2024–2031, and in the USA between the years 2024– 2038. The amount of unrecognized deferred tax assets from the tax losses is EUR 1.7 million (EUR 1.8 million). The figures include use of losses in 2023 which have not yet been confirmed in taxation.
In addition, the parent company has EUR 42.9 million (EUR 43.4 million) research and development expenses and depreciations not deducted in taxation and the amount of unrecognized deferred tax assets resulting from those is EUR 8.6 million (EUR 8.7 million).
The Group's subsidiaries do not have earnings that would cause tax consequences when repatriated.
Accounting principles
Earnings per share
Earnings per share
Earnings per share is calculated by dividing the net profit/ loss for the financial year attributable to the owners by the weighted average number of ordinary shares outstanding during the financial year. Earnings per share is impacted by unpaid interest of hybrid capital securities.
A dilutive effect caused by stock options exists when the subscription price of a share is lower than the fair value of the share. In the calculation of diluted earnings per share, stock options are only considered dilutive when their conversion to ordinary shares would decrease earnings per
share or increase the loss per share from continuing operations. In other words, when the Group declares a loss, no dilutive effect will be calculated. Diluted earnings per share is impacted by unpaid interest of hybrid capital securities.
| EUR | 2023 | 2022 |
|---|---|---|
| Profit/loss attributable to shareholders | ||
| of the parent company | -2,707,437 | -533,579 |
| Hybrid loan interest expense | -1,380,000 | -1,380,000 |
| Profit/loss considering dilution effect | -4,087,437 | -1,913,597 |
| Weighted average number of | ||
| shares in issue, 1,000 | 40,482 | 39,407 |
| Average number of shares outstanding | 40,481,569 | 39,407,304 |
| Earnings per share | -0.10 | -0.05 |
| Adjusted average number of shares | ||
| considering dilution effect, 1,000 | 40,482 | 39,407 |
| Av. nr. of shares considering dilution effect* | 40,481,569 | 39,407,304 |
| Earnings per share, diluted | -0.10 | -0.05 |
| *Stock options are excluded when calculating the diluted earnings per share when the result is loss and EPS is negative |
The property, plant, and equipment of Group companies are measured in the balance sheet at cost less accumulated straight-line depreciation and eventual impairment losses. When a part of a non-current assets item is treated as a separate asset, expenses related to its replacement are capitalized and any remaining book value is written off. Expenses incurring later are included in the class of property, plant, and equipment only if it is probable that the property will provide future economic benefits to the Group and that the acquisition cost can be reliably determined. Other repair and maintenance expenses are recognized in profit/loss as and when incurred.
Depreciation is calculated on a straight-line basis to reduce the purchase value of each asset item to its residual value over its estimated useful life.
The residual value and useful life of assets are reviewed for each financial statement and, if necessary, adjusted to indicate changes expected in the assets' economic benefits. Capital gains and losses are determined by comparing proceeds received with the book value of sold assets. Impairment losses incurred through transfer are recognized under other operating costs.
| EUR | 2023 | 2022 |
|---|---|---|
| Machinery and equipment | ||
| Acquisition cost 1 Jan | 2,432,571 | 2,211,773 |
| Exchange rate effect | -10,272 | 16,414 |
| Increase | 162,395 | 204,383 |
| Acquisition cost 31 Dec | 2,584,694 | 2,432,571 |
| Accumulated depreciation 1 Jan | 2,176,328 | 2,069,306 |
| Exchange rate effect | -9,882 | 11,734 |
| Depreciation for the financial period | 142,685 | 95,288 |
| Accumulated depreciation 31 Dec | 2,309,130 | 2,176,328 |
| Book value 31 Dec | 275,563 | 256,243 |
| EUR | 2023 | 2022 |
| Other tangible assets | ||
| Acquisition cost 1 Jan | 79,673 | 76,428 |
| Exchange rate effect | -1,935 | 3,245 |
| Acquisition cost 31 Dec | 77,738 | 79,673 |
| Accumulated depreciation 1 Jan | 67,283 | 59,241 |
| Exchange rate effect | -1,935 | 3,245 |
| Depreciation for the financial period | 4,796 | 4,796 |
| Accumulated depreciation 31 Dec | 70,144 | 67,283 |
| Book value 31 Dec | 7,594 | 12,391 |
| Book value of tangible assets 31 Dec | 283,158 | 268,634 |
| EUR | 2023 | 2022 |
|---|---|---|
| Acquisition cost 1 Jan | 2,380,447 | 1,637,695 |
| Exchange rate effect | -25,880 | 22,778 |
| Increase | 813,713 | 909,903 |
| Decrease | -83,308 | -189,928 |
| Acquisition cost 31 Dec | 3,084,972 | 2,380,447 |
| Accumulated depreciation 1 Jan | 1,503,921 | 1,068,347 |
| Exchange rate effect | -19,752 | 20,837 |
| Depreciation for the financial period | 412,929 | 414,738 |
| Accumulated depreciation 31 Dec | 1,897,098 | 1,503,922 |
| Book value of right-of-use assets 31 Dec | 1,187,874 | 876,526 |
Right-of-use assets include mainly leased offices.
The increase in right-of-use assets in 2023 is mainly due to a change in the accounting estimate of lease liabilities and the extension of the US office lease agreement. The management of SSH evaluates lease terms of the agreements that have no fixed expiration date or notice period of less than 12 months.
The lease agreement of the office in the US was extended until January 2027 and from the beginning of October 2023, the company leased new office space to accommodate the new APAC HQ. The lease term in the US is three years, whereas in the APAC, it is a non-fixed term contract. These contracts added right-of-use assets and lease liabilities with EUR 0.4 million in 2023.
More information on leases is presented in the note 23. Leases.
Accounting principles
Research and Development Costs
Research and development costs are expensed as they are incurred, except for those development costs that are capitalized if the criteria in IAS 38 are met. The most significant development costs to be capitalized constitute R&D personnel costs and sub-contracting costs. Development costs once recognized as costs are not capitalized in subsequent financial periods.
Intangible assets not yet available for use are tested annually for impairment. Subsequently capitalized development costs are measured at cost less accumulated amortization and accumulated impairment losses. They are amortized on a straight-line basis over their useful lives, estimated 5 years.
Software includes acquired software licenses. These assets are entered in the balance sheet at cost and depreciated on a straight-line basis over their economic lifetime. The residual value and useful life of assets are reviewed for each financial statement and, if necessary, adjusted to indicate changes expected in the assets' economic benefits. The economic lifetime does not generally exceed 5 years. The depreciation period for software acquired for internal use is 3–5 years.
Immaterial rights include obtained technology patents, trademarks, customer registers, and technology rights. These are entered in the balance sheet at cost and depreciated on a straight-line basis over their economic lifetime. The residual value and useful life of assets are reviewed for each financial statement and, if necessary, adjusted to indicate changes expected in the assets' economic benefits. The economic lifetime is generally 5 to 10 years.
The Group will review on each balance sheet date whether there is any indication of an impaired asset. Whenever indicators of impairment exist, the book value of such an asset is compared with its recoverable amount. The recoverable amount is the fair value of the asset less the costs of its sale, or its value in use, whichever is higher. The value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit. The discount rate used to calculate the above is pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the asset.
Whenever the book value of an asset exceeds its recoverable amount, an impairment loss will be recognized for that asset. The impairment loss is recognized immediately in the income statement. After the recognition of an impairment loss, the economic lifetime of an asset subject to depreciation is re-evaluated. An impairment loss recognized in prior period for an asset other than goodwill will be reversed if there is a change in the estimates that have been used in assessing the recoverable amount of that asset.
Acquisitions are accounted for using the acquisition method. Goodwill represents the excess of acquisition cost over the fair values of identified acquired assets and liabilities of acquired companies. Goodwill is stated at historical cost less any accumulated impairment losses. Goodwill represents the value of the acquired market share, business knowledge and the synergies obtained in connection with the acquisition. The carrying amount of goodwill is not amortized, but is tested for impairment annually or more frequently if any indication of impairment exists.
The Group assesses the carrying amount of goodwill annually or more frequently if any indication of impairment exists. Goodwill is allocated to the cash generating units (CGUs) of the Group, which are identified according to the country of operation and business unit at the level at which goodwill is monitored for internal management purposes. The recoverable amount of a CGU is determined by value-in-use calculations. In assessing the recoverable amount, estimated future cash flows are discounted to their present value. Cash flow estimates are based on operative managerial estimates. The discount rate is the weighted average cost of capital (WACC) for the main currency area in the location of the CGU (country or business area), which reflects the market assessment of the time value of money and the risks specific in SSH Communications Security's business. Any impairment loss of goodwill is recognized immediately as an expense and is not subsequently reversed.
| EUR | 2023 | 2022 |
|---|---|---|
| Development costs | ||
| Acquisition cost 1 Jan | 15,715,539 | 13,792,363 |
| Increase | 2,135,081 | 1,923,176 |
| Acquisition cost 31 Dec | 17,850,620 | 15,715,539 |
| Accumulated depreciation 1 Jan | 11,671,674 | 10,315,227 |
| Depreciation for the financial period | 1,604,320 | 1,356,447 |
| Accumulated depreciation 31 Dec | 13,275,994 | 11,671,674 |
| Book value 31 Dec | 4,574,626 | 4,043,865 |
| EUR | 2023 | 2022 |
|---|---|---|
| Customer related intangible assets | ||
| Acquisition cost 1 Jan | 8,188,079 | 8,188,079 |
| Acquisition cost 31 Dec | 8,188,079 | 8,188,079 |
| Accumulated depreciation 1 Jan | 1,418,981 | 605,173 |
| Depreciation for the financial period | 813,808 | 813,808 |
| Accumulated depreciation 31 Dec | 2,232,789 | 1,418,981 |
| Book value 31 Dec | 5,955,290 | 6,769,098 |
| EUR | 2023 | 2022 |
|---|---|---|
| Other immaterial rights | ||
| Acquisition cost 1 Jan | 6,550,223 | 6,210,006 |
| Increase | 382,188 | 340,217 |
| Acquisition cost 31 Dec | 6,932,411 | 6,550,223 |
| Accumulated depreciation 1 Jan | 4,438,624 | 3,991,726 |
| Depreciation for the financial period | 425,690 | 406,398 |
| Impairment | 51,828 | 40,500 |
| Accumulated depreciation 31 Dec | 4,916,142 | 4,438,624 |
| Book value 31 Dec | 2,016,269 | 2,111,598 |
| Goodwill | 8,594,625 | 8,594,625 |
| Book value of intangible assets 31 Dec | 21,140,810 | 21,519,186 |
On April 26, 2021, the group's subsidiary Kyberleijona Oy acquired 100% of the voting shares of SSH Secure Collaboration Oy. SSH Secure Collaboration Oy changed its name from Deltagon Oy in 2023. The acquisition increased the group's customer related and technology based intangible assets EUR 8.5 million and goodwill arising on acquisition EUR 8.6 million, the total increase as a result of the acquisition on the intangible assets being EUR 17.1 million. Customer related and technology based intangible assets are amortized over time, whereas goodwill has indefinite useful life. The estimated remaining useful life of customer related intangible assets is 10 years and technology based intangible assets five years.
Goodwill is not amortized but is tested at least annually for impairment. The group's goodwill from acquisition is allocated to one the cash generating unit (CGU) which is SSH Secure Collaboration. The recoverable amount from CGU is determined with a value in use method, using fiveyear cash flow projections, based on financial estimates prepared by the management. Cash flows for the period extending over the five-year planning period are calculated using the terminal value method.
The key parameters applied in impairment testing are: increase in net sales during the next year 5 % and the following four years 5 % to 8 %, annual growth rate in projecting terminal value 1 %
and discount rate 17.9 %. The key parameters were determined based on the growth expectations and also the historical growth of the CGU. The discount rate is the weighted average pre-tax cost of capital (WACC). The components of the WACC are risk-free rate, market risk premium, company-specific risk premium (small stock premium 4.0 %), industry specific equity beta, cost of debt and debt to equity ratio. Tested assets include goodwill, customer related and technology based intangible assets, capitalized R&D costs and net working capital.
An asset is impaired when its carrying amount exceeds its recoverable amount. On the basis of the impairment calculations made, there has been no need for impairment for the CGU for the period ended December 31, 2023. The value-in-use amount of SSH Secure Collaboration CGU exceeded the book value by EUR 8.3 million.
Sensitivity analyses of goodwill have been carried out for the valuation of CGU by making downside scenarios for key parameters. If other parameters remain unchanged, increase in discount rate over 10.77 %, or more than 2.66 % annual decrease in revenue for the next five years would result in impairment.
No goodwill impairment losses were recognized during the accounting period.
At the end of the year, the company has tested the value of capitalized development costs using a moderate growth rate compared to year 2023 net sales and year 2023 cost structure. The cash flow forecasts of new products in the market are based on year 2024 budget and long-term strategy estimates. The discount rate used in the testing was 11 %. As a result of the testing, no impairment risk was detected. According to the sensitivity analyses carried out, even a significant change in key variables (net sales, profitability and discount rate) would not create a situation where the carrying value of an asset would exceed its recoverable amount.
Accounting principles
Inventories are valued at cost or at a net realizable value, whichever is lower. Inventories comprise finished goods for sale. Cost is determined using the weighted average method. Inventories are presented net of write-down recognized for obsolete inventories.
| EUR | 2023 | 2022 |
|---|---|---|
| Finished goods | 378,628 | 327,149 |
| Goods in transit | 1,910 | |
| Total inventories | 380,539 | 327,149 |
Accounting principles
Impairment of trade receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. Credit losses are recognized in the income statement in other operating expenses.
The Group recognizes an impairment loss on trade receivables when it is expected that the receivable will not be recovered in full. Significant financial difficulties, the likelihood of bankruptcy, neglect of payments, or delay of payment by more than 90 days on part of a debtor may be considered to constitute such evidence for an impairment loss on trade receivables.
| EUR | 2023 | 2022 |
|---|---|---|
| Total trade receivables | 3,561,839 | 8,100,578 |
| By currency | ||
| EUR | 2023 | 2022 |
| EUR | 1,531,156 | 4,724,338 |
| USD | 1,658,301 | 3,028,880 |
| CHF | 313,505 | 281,679 |
| SEK | 58,877 | 65,681 |
| Total | 3,561,839 | 8,100,578 |
| ECL | |||
|---|---|---|---|
| EUR | rate | 2023 | 2022 |
| Non-matured | 0.5 % | 2,916,592 | 7,592,107 |
| Matured | |||
| < 30 days | 2.0,% | 624,669 | 405,965 |
| 31-60 days | 3.0,% | 35,687 | 24,215 |
| 61-90 days | 10.0,% | 198 | 101,258 |
| 91-120 days | 20.0,% | 4,637 | 184 |
| 121-180 days | 30.0,% | 0 | |
| > 181 days | 100.0,% | 482 | 61,409 |
| Allowance for expected credit | |||
| losses, Dec 31 | -20,426 | -84,560 | |
| Total | 3,561,839 | 8,100,578 |
Trade receivables' payment terms vary. The majority of trade receivables are sold with payment terms of 30 days net.
The Group does not fully record impairment losses on receivables older than 90 days, as historically credit losses have been very small.
The book value of trade receivables and trade payables equals their fair value because the impact of discounting is not significant considering the maturity of these items.
| EUR | 2023 | 2022 |
|---|---|---|
| Deferred revenue | 12,555,190 | 14,058,833 |
| Government grants received | 47,144 | 15,348 |
| Total advances received and deferred revenue | 12,602,334 | 14,074,182 |
| EUR | 2023 | 2022 |
|---|---|---|
| VAT receivables | 64,352 | 84,190 |
| Deposits | 147,728 | 149,175 |
| Prepaid assets | 446,436 | 356,614 |
| Other current receivables | 3,991 | 10,868 |
| Total | 662,507 | 600,848 |
The Group's prepaid assets consist of costs of goods sold and sales commissions. Costs of goods sold that are costs to fulfill a contract with a customer are recognized as an asset when the contract period is 12 months or longer, costs are material, and revenue from the contract is recognized over time.
Sales incentive commissions that are incremental costs of obtaining a contract with a customer are recognized as an asset when the contract period is 12 months or longer, and costs to fulfill the contract are material, and revenue from the contract is recognized over time.
Assets are amortized over time during the contract period in proportion to the revenue from the contract.
The amortized amount of prepaid assets in 2023 is EUR 48,994 (57,734). No impairment of prepaid assets was recorded in 2023.
Share capital consists of ordinary shares of the parent company classified as equity. Dividends paid on ordinary shares are deducted from equity in the period during which the decision to distribute dividends is made in the Annual General Meeting.
Share issue costs
Costs directly related to an issue of new shares, other than costs attributable to a business combination, are deducted, net of tax, from the proceeds recognized under equity.
If SSH Communications Security Corporation or its subsidiaries purchase parent company SSH Communications Security Corporation's shares, the compensation paid, including any related incremental external costs, net of tax, is deducted from total equity as own shares until the shares are canceled or transferred. If own shares are subsequently sold, any compensation received will be recognized under equity. The Group companies held no shares in the parent company on December 31, 2023 or December 31, 2022.
According to the Articles of Association, SSH Communications Security Corporation has a minimum share capital of EUR 600,000 and a maximum share capital of EUR 2,400,000, within which limits the share capital may be raised or lowered without amending the Articles of Association. The nominal value of one share is EUR 0.03; hence, the minimum number of shares is 20 million and maximum number is 80 million. The company has one series of shares; each share entitles its holder to one vote at the shareholders' meeting. The share capital of the company, registered in the Trade Register and fully paid up as of 31 December 2023 was EUR 1,219,932.66 (EUR 1,189,893.18), and the number of shares was 40,664,422 (39,663,106).
| Share capital, | ||
|---|---|---|
| Changes in the share capital | Number of shares | EUR |
| 31 Dec 2022 | 39,663,106 | 1,189,893 |
| Subscriptions under stock option plan | 1,001,316 | 30,039 |
| 31 Dec 2023 | 40,664,422 | 1,219,932 |
The share capital includes the share subscription prices from share issues and share subscriptions through options unless the conditions of the share issue stipulate that the subscription price shall be registered in the unrestricted invested equity fund. Expenses related to share issue are deducted from retained earnings.
The translation differences fund comprises the exchange rate differences arising from the translation of the financial statements of the foreign subsidiaries.
The unrestricted equity fund consists of the dissolved share premium fund formed by share subscriptions under option rights and includes share subscription prices insofar as not registered as share capital based on a specific decision.
Hybrid capital securities is an instrument that is subordinated to the Company's other debt obligations and does not have maturity date (i.e. it is perpetual). It is treated as equity in the IFRS financial statements. Hybrid capital securities do not confer to their holders any rights of shareholders and do not dilute the holdings of the current shareholders.
The other equity fund consists of hybrid capital securities of EUR 12 million issued in March 2015, subscribed by institutional investors. The principal owner of the parent company, Mr. Tatu Ylönen, subscribed EUR 500,000 of the hybrid capital securities. The capital securities had a fixed interest rate of 7.5 percent until 30 March 2020, after which the interest rate increased by four percentage points to 11.5 percent. The capital securities have no maturity date, but the issuer had the right to redeem them after 3 but before 5 years from the issue date, upon certain conditions, or after 5 years from the issue date. The investors had the right to convert the capital loan into the Company's shares at EUR 4.76 per share until 30 March 2020.
The Group's financial liabilities are classified into financing liabilities recognized at fair value through profit/loss or other financial liabilities (financing liabilities recognized at amortized acquisition cost). A financial liability is classified as current if the Group does not have the absolute right to postpone repayment to at least 12 months from the end of the period under review. A financial liability (or part thereof) will not be written off the balance sheet until it has ceased to exist, i.e. when the obligation specified in the agreement has been discharged or reversed and its period of validity has expired.
The Group did not have any derivative contracts during 2023 or 2022.
Other financial liabilities (financing liabilities recognized at amortized cost) include, most significantly, trade payables.
The objective in managing Group capital is to secure the ability to continue operating. The structure of the capital can be managed through decisions concerning, for instance, dividends and other distribution of assets, purchase of the company's own shares, and share issues. Capital management concerns equity recognized in the balance sheet. There are no requirements imposed by
outside parties on the Group's capital management. In March 2015 the Group issued hybrid capital securities which are included in the Group's equity.
The indicators depicting the capital structure are the equity ratio and gearing.
| Net liabilities | ||
|---|---|---|
| EUR | 2023 | 2022 |
| Interest-bearing liabilities | 1,245,000 | 1,745,000 |
| Lease liabilities | 1,188,099 | 877,942 |
| Cash and cash equivalents | 2,153,105 | 5,719,583 |
| Net liabilities | 279,993 | -3,096,641 |
| Equity total | 9,218,509 | 11,087,036 |
| Equity ratio | 49.16 % | 46.07 % |
| Gearing | 3.04 % | -27.93 % |
The interest-bearing liabilities consist of a premium loan received from ELO mutual pension insurance company EUR 1.2 million.
The Group has classified its financial assets into the following categories: financial assets at fair value through profit or loss, financial assets at fair value through comprehensive income statement, and financial assets at amortized value.
The assets are classified at initial recognition; the classification is based on the business model used in managing the financial assets and contractual terms of the cash flows. The assets are initially recognized at fair value. Transaction costs are included in the original book value of an asset if the asset is not to be recognized at fair value through profit or loss. Financial assets are written off from the balance sheet when the contractual right to cash flows from an asset included in financial assets ends or when the significant risks and rewards related to the asset are transferred outside the Group. All asset purchases and sales are recognized on the date of the transaction.
Financial assets at fair value through profit or loss include financial assets that are designated as financial assets at fair value through profit and loss upon initial recognition. In SSH this category includes money market investments. Changes in fair values of financial assets and realized and unrealized gains and losses are recognized in the income statement under financial items during the period when they incur.
The Group assesses at each balance sheet date whether an individual financial asset or group of financial assets is impaired.
Cash and cash equivalents include cash on hand, short-term deposits at banks, and other shortterm liquid investments. Assets classified as cash and cash equivalents have a maturity of three months or less at the time of acquisition.
| EUR | 2023 | 2022 |
|---|---|---|
| Cash and cash equivalents | 2,153,105 | 5,719,583 |
| Financial assets at FVTPL | 1,508,254 | |
| Total financial assets | 3,661,359 | 5,719,583 |
| EUR | 2023 | 2022 |
|---|---|---|
| Cash and short-term deposits | 2,153,105 | 5,719,583 |
| EUR | 2023 | 2022 |
|---|---|---|
| Fair value as at Jan 1 | 0 | |
| Increases | 1,500,000 | |
| Change in fair value | 8,254 | |
| Fair value as at Dec 31 | 1,508,254 |
The Group's financial assets at fair value through profit or loss consist of low-risk investment basket, which invests its assets in short-term securities. The fair value of investment basket is based on the market values of the investment objects as reported by the asset management company. Changes in the fair value are recognized in the income statement under financial items. The investment basket is classified at fair value hierarchy level 1, meaning that the fair values are based on the quotation at the end of the reporting period of similar assets or liabilities.
Accounting principles Employee Benefits Pensions The Group's pension schemes comply with the relevant regulations and practices in each relevant country. Pension security for the Group personnel is handled through external pension insurance companies. The Group applies defined contribution pension plans, in which the Group pays fixed contributions to an outside unit. The Group has no obligation to make additional payments in
case the recipient of the contributions cannot discharge its pension payment obligations.
Contributions under the defined contribution plan are recognized in the income statement for the financial period during which the contributions were made.
Option rights have been issued to the Group management and personnel. Option rights are issued with a fixed subscription price determined in the terms and conditions of the option plan.
Option rights are measured at fair value on their date of issue and recognized as a cost in the income statement on a straight-line basis over the vesting period. The expense determined at the time of issuing the stock options is based on the Group's estimate of the number of stock options to which it is assumed that rights will vest by the end of the vesting period. The fair value is determined using the Black-Scholes pricing model. The non-market criteria are not included in the fair value of the option but considered in the number of stock options that are assumed to vest at the end of the vesting period. On the date of each financial statement, the Group updates its estimate of the final amount of the stock options that will vest, and changes in this estimate are recognized in the income statement. When the option rights are exercised, the proceeds received, net of any transaction costs, are recognized under share capital and unrestricted invested equity fund.
In the company's industry, it is common practice internationally that incentives are provided to employees in the form of equity settled share-based instruments, such as options. Personnel of the company belong to options plans. An employee leaving the company before the vesting of the options forfeits their options.
On the balance sheet date, SSH Communications Security had 1,773,809 stock options outstanding (2,302,127), representing 4.4 % of shares and 4.4 % of votes. The weighted average exercise price of outstanding stock options was EUR 2.3 (EUR 1.0). The weighted average of the remaining subscription period was 2.2 years (1.2 years). The exercise price varies from EUR 0.93 to EUR 2.98, and the remaining subscription period is from 0.2 years to 3.1 years.
A person holding option rights is entitled to subscribe shares if employed by SSH at the beginning of the subscription period.
| Option plan |
Option certificate |
Release date | Subscription period | Subscription price, EUR |
Options not exercised |
|
|---|---|---|---|---|---|---|
| Begin | End | |||||
| 2018 | 2018 | 22 Feb 2018 | 1 Dec 2020 | 31 Mar 2022 | 2.09 | 0 |
| 2019 A | 2019 A | 18 Dec 2018 | 1 Dec 2021 | 31 Mar 2023 | 1.56 | 281,329 |
| 2020 A | 2020 A | 13 Feb 2020 | 1 Dec 2022 | 31 Mar 2024 | 0.93 | 374,609 |
| 2022 A | 2022 A | 23 Feb 2022 | 22 Feb 2024 | 31 Mar 2026 | 2.98 | 980,000 |
| 2023A | 2023A | 1 Jan 2023 | 23 Feb 2024 | 31 Mar 2027 | 2.24 | 980,000 |
| Total | 2,615,938 |
Changes in outstanding stock options:
| 2023 | 2022 | |
|---|---|---|
| At the beginning | ||
| of the financial period | 2,302,127 | 1,915,334 |
| Stock options granted | 935,200 | 914,000 |
| Stock option forfeited | 81,000 | 93,000 |
| Stock options expired | 392,202 | 50,000 |
| Stock options exercised | 990,316 | 384,207 |
| At the end of the financial period | 1,773,809 | 2,302,127 |
| Exercisable option rights at the end of the financial period | 1,773,809 | 2,302,127 |
The fair value of option programs is determined at the time the options are granted and is recorded as an expense in the profit/loss during the period of inception. The fair value is determined using the Black-Scholes pricing model. The parameters for options granted in 2023 are:
| 2023 | |
|---|---|
| Share price at grant, EUR | 1.64 |
| Share price at financial period end, EUR | 1.32 |
| Exercise price, EUR | 2.24 |
| Expected volatility1 | 52.6 % |
| Maturity, years | 3.80 |
| Risk-free rate | 2.93 % |
| Expected dividends, EUR | 0.00 |
| Valuation model | Black-Scholes |
| Fair value 31 Dec 2023, EUR | 470,162 |
1 The expected volatility has been determined by calculating the historical volatility of the company's shares using monthly observations over corresponding maturity.
| Share-based payments recognized as an expense, EUR | 2023 | 2022 |
|---|---|---|
| Share-based payments, equity-settled | 420,281 | 721,609 |
| EUR | 2023 | 2022 |
|---|---|---|
| Trade payables | 481,795 | 680,205 |
| Personnel related | 3,169,239 | 3,911,966 |
| Accruals | 43,049 | 46,404 |
| VAT liabilities | 356,371 | 801,895 |
| Other liabilities | 1,822,123 | 1,848,040 |
| Total | 5,872,577 | 7,288,510 |
The Group is exposed to financial risks in its normal business. The purpose of the Group's risk management is to minimize negative impacts of changes on financial markets to Group income.
The Group operates internationally and is exposed to foreign exchange risk, the most significant currency being the U.S. dollar. The company reduces risk based on net position, using foreign exchange forwards or options. Currently the net position is not hedged. The company decides on the hedging on case by case basis. Currently the Group is not using hedge accounting. Any gains or losses realized through hedging actions are thus recognized in profit/loss.
A 10 % strengthening of the U.S. dollar against the Euro using with net position on 31 Dec 2023 would increase the pre-tax profit of the Group by 20,000 euros. Similarly, a 10 % weakening of the U.S. dollar against the Euro would decrease the pre-tax profit of the Group by 17,000 euros.
A 10 % strengthening of the U.S. dollar against the Euro using with net position on 31 Dec 2023 would increase revenue of the Group by 860,000 euros. Similarly, a 10 % weakening of the U.S. dollar against the Euro would decrease the revenue of the Group by 700,000 euros.
The interest-bearing debt of the Group at the end of the review period was EUR 1,245,000 and it consisted of a premium loan taken from ELO mutual pension insurance company EUR 1,245,000. The interest rate of the premium loan consists of reference interest rate and added margin 0,50 %. During 2023 the calculated annual rate of premium loan was 0,80 %.
The money market investments of the Group expose the cash flow to interest rate risk, but their impact is not material.
The Group's cash reserves have been invested in accordance with the policy approved by the Board of Directors. Assets available for investing are determined based on cash and liquidity forecasts. The objective is to generate stable positive returns and at minimum ensure that the invested nominal amounts can be redeemed. Market risk arising from investments is managed by defining neutral allocation per asset class. The Board of Directors approves allowed counterparties and issuers for the Group's investment.
The Group has no significant concentrations of credit risk. At the end of the financial year, the Group recorded allowance for expected credit losses of EUR 20,426 to cover doubtful receivables. During 2023 the Group recorded credit losses of EUR 167,056 (48,985 euros), which was mainly consisting of one customer case write-off. The aging distribution of trade receivables is presented in note 15. Trade receivables and contract liabilities.
The Group's cash and cash equivalents on 31 Dec 2023 were 2,153,105 euros (5,719,583 euros). The Group has EUR 1,500,000 in money market investment that can be withdrawn partially or totally at any time.
The Group had trade payables and other short-term debts amounting 4,202,577 euros (5,618,510 euros). The outstanding installments from SSH Secure Collaboration (ex. Deltagon) acquisition and payments of premium loan from ELO mutual pension insurance company maturing less than one year amount 2,170,000 euros.
The Group's management has evaluated the future cash flows for the next 12 months and concluded that the Group's liquidity is sufficient for covering the current liabilities.
Agreements concerning credit facilities and loan guarantees include a covenant for the adequate liquidity and subordination of the hybrid loan interest payments to the credit facility guarantee. Non-compliance with the covenant would lead to deferral of the hybrid interest payment until such time the terms and conditions of the covenant would not restrict payment of the interest or when the credit facility is repaid. Breach of covenant would require material deterioration of the liquidity from the current.
The tables below present the Group's maturity of the financial liabilities:
| 31 Dec 2023 | |
|---|---|
| EUR | Less than 1 year | 1 to 5 years | Over 5 years | Total |
|---|---|---|---|---|
| Interest-bearing liabilities | 500,000 | 745,000 | 1,245,000 | |
| Outstanding installments from SSH Secure Collaboration acquisition |
1,670,000 | 1,670,000 | ||
| Lease liabilities | 468,493 | 719,606 | 1,188,099 | |
| Trade and other payables | 4,202,577 | 4,202,577 | ||
| Total | 6,841,070 | 1,464,606 | 0 | 8,305,676 |
| Over 5 | ||||
|---|---|---|---|---|
| EUR | Less than 1 year | 1 to 5 years | years | Total |
| Interest-bearing liabilities | 500,000 | 1,245,000 | 1,745,000 | |
| Outstanding installments from SSH Secure Collaboration acquisition |
1,670,000 | 1,666,796 | 3,336,796 | |
| Lease liabilities | 380,447 | 497,495 | 877,942 | |
| Trade and other payables | 5,618,510 | 5,618,510 | ||
| Total | 8,168,957 | 3,409,291 | 0 | 11,578,248 |
| EUR | 1 Jan 2023 | Cash flows | Foreign ex change movement |
New leases |
Other | 31 Dec 2023 |
|---|---|---|---|---|---|---|
| Current lease liabilities | 380,447 | -409,805 | 4,833 | 41,800 | 451,217 | 468,493 |
| Current interest-bearing borrowings | 500,000 | -500,000 | 500,000 | 500,000 | ||
| Other current liabilities | 1,670,000 | -1,670,000 | 1,670,000 | 1,670,000 | ||
| Non-current lease liabilities | 497,495 | 698,256 | -476,145 | 719,606 | ||
| Non-current interest-bearing borrowings | 1,245,000 | -500,000 | 745,000 | |||
| Other non-current liabilities | 1,636,364 | -1,636,364 | ||||
| Total liabilities from financing activities | 5,929,306 | -2,579,805 | 4,833 | 740,056 | 8,708 | 4,103,099 |
The tables below present changes in liabilities arising from financing activities:
| EUR | 1 Jan 2022 | Cash flows | Foreign ex change movement |
New leases |
Other | 31 Dec 2022 |
|---|---|---|---|---|---|---|
| Current lease liabilities | 371,791 | -431,423 | 3,402 | 91,543 | 345,135 | 380,447 |
| Current interest-bearing borrowings | 500,000 | -500,000 | 500,000 | 500,000 | ||
| Other current liabilities | 1,670,000 | -1,670,000 | 1,670,000 | 1,670,000 | ||
| Non-current lease liabilities | 219,480 | 402,081 | -124,066 | 497,495 | ||
| Non-current interest-bearing borrowings | 2,327,000 | -582,000 | -500,000 | 1,245,000 | ||
| Other non-current liabilities | 3,166,096 | -1,529,732 | 1,636,364 | |||
| Total liabilities from financing activities | 8,254,366 | -3,183,423 | 3,402 | 493,624 | -361,337 | 5,929,306 |
The column "Other" includes non-cash movements, such as reclassification from non-current to current.
Accounting principles
The Group leases mainly offices. Rental contracts are typically made for fixed periods from two to three years but may have extension options. Extension options have not been included in the lease liability, because the Group could replace the asset without significant cost or business disruption. The lease term is reassessed if the option is exercised.
Leases are recognized in the balance sheet as a right-of-use asset and a corresponding financial liability at the date at which the lease asset is available for the use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is recognized in the income statement over the lease period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. The right-of-use assets are also subject to impairment.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to
reflect the accretion of interest and reduced for the lease payments made. The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.
Lease liabilities are included in interest-bearing loans and borrowings.
The Group applies the short-term lease recognition exemption to the leases of 12 months or less and the lease of low-value assets recognition exemption. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
The Group has recognized the following amounts related to the leases in the balance sheet:
| EUR | 2023 | 2022 |
|---|---|---|
| Offices | 1,172,688 | 721,261 |
| Software | 125,986 | |
| Other | 15,185 | 29,278 |
| Total | 1,187,873 | 876,526 |
| EUR | 2023 | 2022 |
|---|---|---|
| Current | 468,493 | 380,447 |
| Non-current | 719,606 | 497,495 |
| Total | 1,188,099 | 877,942 |
Additions to the right-of-use assets during 2023 were in total EUR 0.8 million (EUR 0.9 million). Changes in right-of-use assets have been presented in note 12. Right-of-use assets.
The increase in right-of-use assets in 2023 is mainly due to a change in the accounting estimate of lease liabilities and the extension of the US office lease agreement. The management of SSH evaluates lease terms of the agreements that have no fixed expiration date or notice period of less than 12 months.
The Group has recognized the following amounts related to the leases in the income statement:
| EUR | 2023 | 2022 |
|---|---|---|
| Depreciation charge of right-of-use assets | -412,929 | -414,738 |
| Interest expenses (included in financial costs) | -27,783 | -24,046 |
| Expense relating to short-term leases (included in | ||
|---|---|---|
| other operating costs) | -2,008 | -691 |
| Expense relating to leases of low-value assets (in | ||
| cluded in other operating costs) | -13,842 | -36,256 |
The cash outflow for leases in 2023 was in total EUR 0.4 million (EUR 0.4 million).
Hybrid capital securities is an instrument that is subordinated to the Company's other debt obligations and is treated as equity in the Group balance sheet. Unpaid interest is cumulated but presented in the financial statements only after Board of Directors' interest payment decision.
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, when it is probable that expenditure will be required to settle the obligation, and when a reliable estimate of the amount can be made. If the Group expects an obligation to be partly reimbursed by a third party, the reimbursement is recognized as a separate asset but only when the reimbursement is certain in practical terms. The Group recognizes a provision on loss-making agreements when the expected benefits of an agreement are less than the unavoidable costs of meeting the obligations under the agreement.
Provisions are measured at the current value of the costs required to discharge the obligation. The discount rate is determined to reflect current market assessments of the time value of money and the risks specific to the obligation.
| EUR | 2023 | 2022 |
|---|---|---|
| Rental guarantees (pledged) | 145,523 | 149,175 |
| Hybrid Loan, Interest | 1,380,000 | 1,380,000 |
The consolidated accounts include the parent company SSH Communications Security Corporation and all its subsidiaries. Subsidiaries are companies in which the Group has a controlling interest. A controlling interest is created when the Group has power over the investee, exposure, or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Group's returns. In practice, controlling interest is established when the Group owns more than half of the votes in a company.
Group-internal share ownership is eliminated using the purchase method. Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date on which that control ceases. All Group-internal transactions, receivables and debts, unrealized profit, and profit distribution have been eliminated.
The share of the non-controlling interests of the subsidiaries' profits and equity is presented as a separate item in the consolidated income statement, comprehensive income statement, statement of changes in equity, and in the balance sheet.
| Group company | Domicile | Group holding, % |
Votes, % |
|---|---|---|---|
| SSH Communications Security Oyj, Helsinki | Finland | ||
| SSH Communications Security Inc., New York City | USA | 100 | 100 |
| SSH Operations Oy, Helsinki | Finland | 100 | 100 |
| SSH Communications Security Ltd., Hong Kong | Hong Kong | 100 | 100 |
| SSH CommSec Singapore Pte. Ltd., Singapore | Singapore | 100 | 100 |
| Kyberleijona Oy, Helsinki | Finland | 65 | 65 |
| SSH Secure Collaboration Oy | Finland | 65 | 65 |
| SSH Government Solutions Inc., New York City | USA | 100 | 100 |
| SSH Technology Oy, Helsinki | Finland | 100 | 100 |
| SSH Communications Security UK Ltd, London | United Kingdom | 100 | 100 |
During the reporting period Deltagon Oy changed its name to SSH Secure Collaboration.
Financial information of subsidiaries that have material non-controlling interests is provided below:
Proportion of equity interest held by non-controlling interests:
| Country of incorporation | ||||
|---|---|---|---|---|
| and operation | 2023 | 2022 | ||
| Kyberleijona Oy | Finland | 35 % | 35 % | |
| SSH Secure Collaboration Oy | Finland | 35 % | 35 % |
State Security Networks Group Finland (Suomen Erillisverkot Oy) became a non-controlling interest holder of Kyberleijona Oy on August 14, 2018 with 35% ownership. SSH Communications Security Oyj owns 65 % of the shares in Kyberleijona Oy.
During 2023 the Swedish and Norwegian Deltagon branches were closed. The closure of the branches did not impact SSH Secure Collaboration Oy's (ex. Deltagon Oy) business operations in these countries. The operations will be run from SSH Secure Collaboration Oy in Finland.
The following key figures presented include Kyberleijona Oy and SSH Secure Collaboration Oy. Intercompany items between the presented entities have been eliminated.
| EUR | 2023 | 2022 |
|---|---|---|
| Net sales | 6,386,922 | 6,188,134 |
| Operating profit/loss | 2,237,685 | 692,315 |
| Profit/loss for the year | 2,220,125 | 644,153 |
| Total assets | 32,364,104 | 30,720,930 |
| Equity | 22,718,444 | 20,502,817 |
| Net cash flow | -2,129,377 | 337,904 |
No dividend has been distributed to non-controlling interest during 2023 or 2022.
SSH Communications Security Corporation, its subsidiaries, its CEO, and its Board members and companies controlled by them belong to related party of the Group. The Group management team is not considered as part of related party as they do not have direct decision-making authority.
The key management personnel of the Group are defined consisting of the CEO of the parent company. The employee benefits of the CEO are presented in the table below. The sums of employee benefits are shown on an accrual basis. The CEO of SSH Communications Security Corporation has been Mr. Teemu Tunkelo as of 24 March 2020.
| EUR | 2023 | 2022 |
|---|---|---|
| Salary and other short-term employee benefits | 485,952 | 325,816 |
| Total | 485,952 | 325,816 |
Salary and other short-term employee benefits of the CEO are presented as payment based.
| EUR | 2023 | 2022 | ||
|---|---|---|---|---|
| Candolin Catharina (as of March 2022) | 24,000 | 18,000 | ||
| Fredrikson Christian | 24,000 | 24,000 | ||
| Kellomäki Sampo (until 16 May 2023) | 9,048 | 24,000 | ||
| Tavakka Kai | 24,000 | 24,000 | ||
| Österlund Henri (Chairman of the Board) | ||||
| Total | 81,048 | 90,000 | ||
| Share and stock option holdings of | 31 Dec 2023 | 31 Dec 2022 | ||
| of Board members | Shares | Options | Shares | Options |
| Candolin Catharina | 144 | - | 144 | - |
| Fredrikson Christian | 10,000 | - | 10,000 | - |
| Kellomäki Sampo | - | - | - | - |
| Tavakka Kai | 5,480 | - | 5,480 | - |
| Österlund Henri | 148,595 | - | 148,595 | - |
| Share and stock option holdings | 31 Dec 2023 | 31 Dec 2022 | ||
|---|---|---|---|---|
| of the key management | Shares | Options | Shares | Options |
| Tunkelo Teemu | 631,408 | 100,000 | 177,043 | 435,000 |
| Michael Kommonen | 5,000 | 50,000 | - | - |
| Raulas Rami | - | 170,000 | - | 180,000 |
| Total | 636,408 | 320,000 | 177,043 | 615,000 |
| Compensation of the key management personnel of the group | ||
|---|---|---|
| EUR | 2023 | 2022 |
| Wages and other short-term employee benefits | 814,430 | 791,229 |
| Share-based payments | 95,662 |
On 31 December 2023, the CEO and members of the Board of Directors of SSH Communications Security owned 29.8 % (29.4 %) of the shares and votes in the company, either directly or indirectly through companies they own.
Management group members including the CEO directly or indirectly held about 1.5% (0.5%) of company shares and have a total of 320,000 (964,000) option rights.
The key conditions of the option right arrangements are described in note 20. Share-based payments.
During the reporting period, there have not been any significant transactions with related parties.
On 14 February 2024 SSH Communications Security Oyj announced that it had been selected as supplier for cryptographic solution and services. The total value of the agreement is approximately EUR 1.8 million.
| EUR | Note | 1 Jan-31 Dec 2023 | 1 Jan-31 Dec 2022 |
|---|---|---|---|
| NET SALES | 1 | 11,053,613.37 | 12,510,576.09 |
| GROSS MARGIN | 11,053,613.37 | 12,510,576.09 | |
| Other operating income | 196,941.00 | 811,259.41 | |
| Research and development costs | 2, 3, 6 | -6,912,720.41 | -6,435,389.63 |
| Sales and marketing costs | 2, 3, 6 | -4,389,330.76 | -3,921,581.99 |
| Administrative costs | 2, 3, 6 | -3,177,406.53 | -3,388,027.33 |
| OPERATING PROFIT/LOSS | -3,228,903.33 | -423,163.46 | |
| Financial income | 7 | ||
| Interest revenue and other financing income | 39,656.73 | 338,967.46 | |
| Interest costs and other financing costs | -237,929.45 | -324,494.18 | |
| PROFIT/LOSS BEFORE APPROPRIATIONS AND TAXES | -3,427,176.05 | -408,690.18 | |
| Appropriations | 8 | ||
| Group contribution received | 12,843.60 | 8,696.93 | |
| PROFIT/LOSS BEFORE TAXES | -3,414,332.45 | -399,993.25 | |
| Taxes | 0.00 | 0.00 | |
| PROFIT/LOSS FOR THE FINANCIAL PERIOD | -3,414,332.45 | -399,993.25 |
| ASSETS | |||
|---|---|---|---|
| EUR | Note | 31 Dec 2023 | 31 Dec 2022 |
| NON-CURRENT ASSETS | |||
| Intangible assets | 9 | ||
| Immaterial rights | 3,649,802.32 | 3,498,145.60 | |
| Intangible assets, total | 3,649,802.32 | 3,498,145.60 | |
| Tangible assets | 9 | ||
| Machinery & equipment | 202,020.96 | 202,824.74 | |
| Tangible assets, total | 202,020.96 | 202,824.74 | |
| Investments | |||
| Shares in Group companies | 9,19 | 14,016,037.61 | 13,816,037.61 |
| Other shares | 11,000.00 | 11,000.00 | |
| Investments, total | 14,027,037.61 | 13,827,037.61 | |
| NON-CURRENT ASSETS, TOTAL | 17,878,860.89 | 17,528,007.95 | |
| CURRENT ASSETS | |||
| Current receivables | |||
| Trade receivables | 827,984.01 | 3,862,583.83 | |
| Receivables from Group companies | 10 | 2,239,691.17 | 5,045,813.30 |
| Prepaid expenses and accrued income | 11 | 388,684.92 | 311,743.14 |
| Other receivables | 12 | 323,414.57 | 337,459.26 |
| Current receivables, total | 3,779,774.67 | 9,557,599.53 | |
| Cash and cash equivalents | 530,668.79 | 388,083.35 | |
| CURRENT ASSETS, TOTAL | 4,310,443.46 | 9,945,682.88 | |
| ASSETS, TOTAL | 22,189,304.35 | 27,473,690.83 |
| EQUITY AND LIABILITIES | |||
|---|---|---|---|
| EUR | Note | 31 Dec 2023 | 31 Dec 2022 |
| EQUITY | 13 | ||
| Share capital | 1,219,932.66 | 1,189,893.18 | |
| Unrestricted invested equity fund | 25,552,742.63 | 24,410,411.54 | |
| Hybrid capital securities | 14 | 12,000,000.00 | 12,000,000.00 |
| Retained earnings | -25,425,672.39 | -23,645,679.14 | |
| Profit/loss for financial period | -3,414,332.45 | -399,993.25 | |
| EQUITY, TOTAL | 9,932,670.45 | 13,554,632.33 | |
| LIABILITIES | |||
| NON-CURRENT LIABILITIES | |||
| Pension loan | 15 | 745,000.00 | 1,245,000.00 |
| Loan payables to Group companies | 16 | 2,170,000.00 | |
| Payables to Group companies | 16 | 1,670,000.00 | |
| NON-CURRENT LIABILITIES, TOTAL | 2,915,000.00 | 2,915,000.00 | |
| CURRENT LIABILITIES | |||
| Advances received | 1,979,275.18 | 2,870,692.78 | |
| Trade payables | 395,414.41 | 512,860.81 | |
| Payables to Group Companies | 16 | 3,976,386.27 | 3,576,038.08 |
| Accrued expenses and deferred income | 17 | 2,175,449.24 | 2,776,499.76 |
| Pension loan | 15 | 500,000.00 | 500,000.00 |
| Other liabilities | 315,108.80 | 767,967.06 | |
| CURRENT LIABILITIES, TOTAL | 9,341,633.90 | 11,004,058.49 | |
| LIABILITIES, TOTAL | 12,256,633.90 | 13,919,058.49 | |
| EQUITY AND LIABILITIES, TOTAL | 22,189,304.35 | 27,473,690.83 |
| EUR | P12 2023 | P12 2022 |
|---|---|---|
| Cash flow from business operations | ||
| Receipts from customers | 14,330,655.60 | 13,196,277.07 |
| Payments to suppliers and employees | -11,988,096.99 | -12,321,537.05 |
| Cash flows from operating activities before financial items and taxes | 2,342,558.61 | 874,740.02 |
| Interest paid and payments on other financial costs | -131,788.26 | -152,978.61 |
| Interest received and other financial revenue | 317.41 | 111.81 |
| Cash flow from operating activities | 2,211,087.76 | 721,873.22 |
| Investments in tangible and intangible assets | -1,484,656.75 | -1,682,290.88 |
| Investment in subsidiaries | -1,870,000.00 | -1,670,000.00 |
| Receipt of government grants | -196,941.00 | 729,282.87 |
| Cash flow from investing activities | -3,551,597.75 | -2,623,008.01 |
| Cash flow from financing activities | ||
| Change in current debt | -500,000.00 | -500,000.00 |
| Interest paid on hybrid capital securities | -1,380,000.00 | -1,380,000.00 |
| Loans received from Subsidiaries | 2,170,000.00 | |
| Subordinated loan return | 1,080,000.00 | |
| Proceeds from shares subscribed with option rights | 1,172,370.00 | 719,849.94 |
| Group contribution received | 20,725.43 | |
| Cash flow from financing activities | 1,483,095.43 | -80,150.06 |
| Change in liquid assets | 142,585.44 | -1,981,284.85 |
| Liquid assets at beginning of period | 388,083.35 | 2,369,368.20 |
| Exchange rate effect | ||
| Change in liquid assets | 142,585.44 | -1,981,284.85 |
| Liquid assets at end of period | 530,668.79 | 388,083.35 |
The financial statement of the parent company, SSH Communications Security Corporation, is drawn up in accordance with the Finnish Accounting Standards. Figures are given to an accuracy of one cent (EUR 0.01). All items in the balance sheet are recognized at original acquisition cost. Information on financial risk management is presented in the consolidated financial statements (Note 22. Financial Risk Management).
The revenue from product sales is recognized at the time when significant risks and rewards of the product or the right of use of the product have been transferred to the buyer and there is a binding contract between the parties, the delivery has taken place in accordance with the contract, the amount of revenue can be measured reliably, and it is probable that the economic benefits associated with the transaction will accrue to the company. Control is transferred to the buyer at the point of time.
Revenue from services rendered under maintenance agreements is amortized across the agreement period. Revenues from services are recognized when the service has been delivered and it is probable that the economic benefits associated with the transaction will accrue to the company. Revenue from subscription contracts is amortized across the agreement period.
The revenue of royalties from licenses is recognized according to the actual content of the contract at the point of time. Revenue from royalties is not material to the company.
Costs are apportioned to functions according to the matching principle.
The parent company has rental agreement for office premises at Karvaamokuja 2B, Helsinki and minor other assets. Leasing payments paid pursuant to these agreements are recognized as costs over the rental or leasing period under agreements.
The income tax in the income statement comprises direct taxes based on the taxable profit for the financial period and adjustments to taxes on previous financial periods. The parent company does not recognize deferred tax receivables or liabilities in its financial statement. The parent company has confirmed tax losses of EUR 1.1 million (EUR 1.9 million). In addition, the parent company has EUR 42.9 million (EUR 41.2 million) research and development expenses and depreciations not deducted in taxation, whereof no deferred tax asset has been recognized.
Fixed assets are recognized in the balance sheet at acquisition cost less planned depreciation and any impairment. Planned depreciations are calculated on a straight-line basis according to the economic life of each asset category.
The asset categories and their depreciation periods are:
| Machinery and equipment | 5 years from month of acquisition |
|---|---|
| Computer hardware | 3 years from month of acquisition |
| Immaterial rights | 5 years from month of acquisition |
| Development costs | 5 years from month of capitalization |
| Other capitalized expenditure | 5 years from year of capitalization |
| Leasehold approvements of rental | Length of the rental agreement, though no more |
| premises | than 7 years, from year of capitalization |
Research and development costs are recognized as costs in the financial period in which they occurred except for those product development costs which are capitalized once certain criteria have been met. Capitalized development expenses are depreciated systematically over their useful lives.
Transactions denominated in foreign currencies are recognized at the exchange rate on the transaction date. Outstanding receivables and liabilities in foreign currencies are recognized using the exchange rates on the balance sheet date. Exchange rate gains and losses on actual business operations are considered sales adjustment items or adjustment items to materials and services. Exchange rate gains and losses on financing activities are recognized under financing income and costs.
Employees of the parent company and its subsidiaries have been granted option rights. The option rights entitle their holders to subscribe shares in the parent company at a fixed subscription price specified in the terms of the option plan. No costs are recognized in the income statement or balance sheet regarding the granting of option rights.
Hybrid capital securities is an equity-related instrument that is presented as a separate item in equity. Interest payments on hybrid capital securities are decided by the Board. Unpaid interest accumulated at the balance sheet date is presented in note 18. Other commitments.
| EUR | 2023 | 2022 |
|---|---|---|
| Finland | 5,693,482.65 | 5,200,067.23 |
| Rest of Europe | 2,012,102.54 | 2,074,356.10 |
| Other | 3,348,028.18 | 5,236,152.76 |
| Total | 11,053,613.37 | 12,510,576.09 |
| EUR | 2023 | 2022 |
|---|---|---|
| Other operating costs | ||
| External services | -3,158,142.81 | -2,834,933.50 |
| Depreciation | -1,333,804.81 | -1,181,529.42 |
| Other | -2,384,317.46 | -2,094,113.19 |
| Total | -6,876,263.08 | -6,110,576.11 |
| EUR | 2023 | 2022 |
|---|---|---|
| Principal auditor (Ernst & Young Oy) | ||
| Statutory auditing | -56,561.00 | -54,308.00 |
| Other services | -7,400.00 | -21,400.00 |
| Total | -63,961.00 | -75,708.00 |
| EUR | 2023 | 2022 |
|---|---|---|
| Wages and salaries | -7,363,629.90 | -7,464,535.90 |
| Pension costs | -1,273,577.42 | -1,128,844.19 |
| Other ancillary personnel costs | -294,698.68 | -466,432.63 |
| Total | -8,931,904.00 | -9,059,812.72 |
| 2023 | 2022 |
|---|---|
| 99 | 90 |
| 2023 | 2022 | |
|---|---|---|
| Research and development | 62 | 60 |
| Sales and marketing | 25 | 21 |
| Administration | 17 | 15 |
| Total | 104 | 96 |
See note 26 in the consolidated financial statements.
| EUR | 2023 | 2022 |
|---|---|---|
| Immaterial rights | 238,897.55 | 228,557.36 |
| Capitalized development costs | 985,870.29 | 876,100.71 |
| Machinery and equipment | 109,035.97 | 76,871.35 |
| Total | 1,333,803.81 | 1,181,529.42 |
In 2023 the company recorded an impairment of intangible assets EUR 51,828.04. In 2022 the company recorded an impairment of intangible assets EUR 408.58.
| EUR | 2023 | 2022 |
|---|---|---|
| Interest revenue | 9,317.41 | 25,488.86 |
| Exchange rate gains and losses (net) | -37,629.54 | 141,963.03 |
| Interest and other financial costs | -169,960.59 | -152,979.61 |
| Total | -198,272.72 | 14,472.28 |
| EUR | 2023 | 2022 |
|---|---|---|
| Group contribution from SSH Operations Oy | 12,844.60 | 6,503.99 |
| Group contribution from SSH Technology Oy | 2,192.94 | |
| Total | 12,844.60 | 8,696.93 |
| EUR | 2023 | 2022 |
|---|---|---|
| Immaterial rights | ||
| Acquisition cost 1 Jan | 17,370,556.37 | 15,958,770.72 |
| Increase | 1,376,424.56 | 1,411,785.65 |
| Acquisition cost 31 Dec | 18,746,980.93 | 17,370,556.37 |
| Accumulated depreciation 1 Jan | 13,872,410.77 | 12,767,752.70 |
| Depreciation for the financial period | 1,224,767.84 | 1,104,658.07 |
| Accumulated depreciation 31 Dec | 15,097,178.61 | 13,872,410.77 |
| Book value 31 Dec | 3,649,802.32 | 3,498,145.60 |
| Tangible assets | ||
| Machinery and equipment | ||
| Acquisition cost 1 Jan | 2,084,795.29 | 1,913,071.60 |
| Increase | 108,232.19 | 171,723.69 |
| Acquisition cost 31 Dec | 2,193,027.48 | 2,084,795.29 |
| Accumulated depreciation 1 Jan | 1,881,970.55 | 1,805,099.19 |
| Depreciation for the financial period | 109,035.97 | 76,871.36 |
| Accumulated depreciation 31 Dec | 1,991,006.52 | 1,881,970.55 |
| Book value 31 Dec | 202,020.96 | 202,824.74 |
| Investments | ||
| Book value 1 Jan | 13,827,037.61 | 14,907,037.61 |
| Increase | 200,000.00 | |
| Decrease | -1,080,000.00 | |
| Book value 31 Dec | 14,027,037.61 | 13,827,037.61 |
In 2022 Kyberleijona Oy has repaid a subordinated loan capital EUR 1,080,000.00 and interest EUR 16,377.05 to the parent company. The capital and interest of the subordinated loan can only be repaid in circumstances permitted by Chapter 12 of the Finnish Limited Liability Companies Act. The capital of the subordinated loan can only be repaid to the extent the unrestricted shareholders' equity and the total amount of the subordinated loan at the time of the repayment exceeds the loss that is to be confirmed for the company's latest financial year or is included in the balance sheet of more recent financial statements. The annual interest for the loan is three per cent (3 %).
| EUR | 2023 | 2022 |
|---|---|---|
| Trade receivables | 2,226,847.58 | 5,037,116.37 |
| Group contribution receivable | 12,843.60 | 8,696.93 |
| Total | 2,239,691.18 | 5,045,813.30 |
| EUR | 2023 | 2022 |
|---|---|---|
| Prepaid expenses | 388,684.92 | 311,743.14 |
| Total | 388,684.92 | 311,743.14 |
| EUR | 2023 | 2022 |
|---|---|---|
| Other receivables | 323,414.57 | 337,459.26 |
| Total | 323,414.57 | 337,459.26 |
| EUR | 2023 | 2022 |
|---|---|---|
| Share capital 1 Jan | 1,189,893.18 | 1,178,366.97 |
| Increase in share capital | 30,039.48 | 11,526.21 |
| Share capital 31 Dec | 1,219,932.66 | 1,189,893.18 |
| Unrestricted invested equity fund | 25,552,742.63 | 24,410,411.54 |
| Hybrid capital securities | 12,000,000.00 | 12,000,000.00 |
| Retained earnings | -25,425,672.39 | -23,645,679.14 |
| Profit/loss for the financial period | -3,414,332.45 | -399,993.75 |
| Total | 9,932,670.45 | 13,554,631.83 |
| Statement on Distributable Funds, EUR | 2023 | 2022 |
|---|---|---|
| Retained earnings | -25,425,672.39 | -23,645,679.14 |
| Profit/loss for the financial period | -3,414,332.45 | -399,993.75 |
| Unrestricted invested equity fund | 25,552,742.63 | 24,410,411.54 |
| Capitalised development costs | -2,963,985.91 | -2,617,391.51 |
| Total | -6,251,248.12 | -2,252,652.86 |
A hybrid capital security is an instrument that is subordinated to the Company's other debt obligations, and it does not have maturity date (i.e. it is perpetual). It is treated as equity in the financial statements. Hybrid capital securities do not confer to their holders any shareholder rights and do not dilute the holdings of the current shareholders.
Hybrid capital securities in the amount of EUR 12 million were issued in March 2015 and subscribed by institutional investors. The capital securities bear a fixed interest rate of 11.5 per cent. The capital securities have no maturity date, but the issuer has the right to redeem them after 3 but before 5 years from the issue date, upon certain conditions, or after 5 years from the issue date. The investors had the right to convert the capital loan into the Company's shares at EUR 4.76 per share until 30 March 2020.
Paid interest from hybrid capital securities reduce the amount of retained earnings. Unpaid interest from hybrid capital securities is presented in note 18. Other commitments. Paid interest in the financial year 2023 was EUR 1,380,000 (EUR 1,380,000).
| EUR | 2023 | 2022 |
|---|---|---|
| Pension loans payable | ||
| Between one and five years | 745,000.00 | 1,245,000.00 |
| Pension loans, total | 745,000.00 | 1,245,000.00 |
| Liabilities to subsidiaries | ||
| Between one and five years | 2,170,000.00 | 1,670,000.00 |
| Liabilities to subsidiaries, total | 2,170,000.00 | 1,670,000.00 |
| Non-current liabilities, total | 2,915,000.00 | 2,915,000.00 |
In 2021, company received a premium loan from ELO mutual pension insurance company. Total amount of the loan on 31 December, 2023 is EUR 1,245,000 (EUR 1,745,000) of which 745,000 is non-current (EUR 1,245,000). Non-current liabilities to subsidiaries consist of the loans that company received from SSH Secure Collaboration Oy in 2023. In 2022 the non-current liabilities to subsidiaries consisted of the obligation to invest in Kyberleijona EUR 1 670 000, which is covering the installments of SSH Secure Collaboration purchase.
| EUR | 2023 | 2022 |
|---|---|---|
| Non-current liabilities to subsidiaries | ||
| Other liabilities | 1,670,000.00 | |
| Loan payables to Group companies | 2,170,000.00 | |
| Non-current liabilities to subsidiaries, total | 2,170,000.00 | 1,670,000.00 |
| Current liabilities to subsidiaries | ||
| Trade payables | 2,284,814.10 | 1,885,500.66 |
| Other liabilities | 1,691,572.17 | 1,690,537.92 |
| Current liabilities to subsidiaries, total | 3,976,386.27 | 3,576,038.58 |
| Liabilities to subsidiaries, total | 6,146,386.27 | 5,246,038.58 |
Current other liabilities to subsidiaries include the obligation to capitalize the group company Kyberleijona Oy, which will cover the current portion of the outstanding installment of SSH Secure Collaboration acquisition EUR 1,670,000.
| EUR | 2023 | 2022 |
|---|---|---|
| Personnel related | 2,175,449.24 | 2,776,499.76 |
| Total | 2,175,449.24 | 2,776,499.76 |
| EUR | 2023 | 2022 |
|---|---|---|
| Non-cancellable lease agreements for | ||
| office facilities - future rent payments | ||
| Within one year | 323,784.00* | 339,629.34* |
| Within more than one year | ||
| but no more than 5 years | 15,778.00* | 49,071.44* |
| Other commitments | ||
| Within one year | 59,968.93* | 47,209.92* |
| Total | 399,530.93 | 435,910.70 |
* Including VAT 24%
| EUR | 2023 | 2022 |
|---|---|---|
| Rental guarantees (pledged) | 128,127.90 | 128,127.90 |
| Hybrid Loan, Interest | 1,380,000.00 | 1,380,000.00 |
| Group | |||
|---|---|---|---|
| Group companies | Domicile | holding, % | Votes, % |
| SSH Communications Security Oyj, Helsinki | Finland | ||
| SSH Communications Security, Inc., New York City | USA | 100 | 100 |
| SSH Operations Oy, Helsinki | Finland | 100 | 100 |
| SSH Communications Security Ltd., Hong Kong | Hong Kong | 100 | 100 |
| Kyberleijona Oy, Helsinki | Finland | 65 | 65 |
| SSH Government Solutions, Inc., New York City | USA | 100 | 100 |
| SSH Technology Oy, Helsinki | Finland | 100 | 100 |
| SSH Communications Security UK Ltd, London | United Kingdom | 100 | 100 |
| SSH Commsec Singapore Pte. Ltd., Singapore | Singapore | 100 | 100 |
SSH Communications Security Oyj's subsidiaries, its CEO, and its Board members and companies controlled by them belong to related party of SSH Communications Security Oyj.
See note 26 in the consolidated financial statements.
The parent company's distributable funds are EUR -6,251,248.12, of which the loss for the financial year is EUR -3,414,332.45. The Board of Directors proposes to the Annual General Meeting on 25 March, 2024 that no dividend or return of capital shall be distributed. It is proposed that the loss of the financial year shall be entered to the retained earnings in the shareholders' equity.
Helsinki, 21 February 2024
Henri Österlund Chairman of the Board of Directors
Kai Tavakka Christian Fredrikson
Member of the Board of Directors Member of the Board of Directors
Catharina Candolin Member of the Board of Directors
Teemu Tunkelo Chief Executive Officer
Our auditors' report has been issued today.
Helsinki, 21 February 2024
Ernst & Young Oy Authorized Public Accountant Firm
Maria Onniselkä Authorized Public Accountant
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