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Siili Solutions Oyj

Earnings Release Feb 27, 2024

3340_er_2024-02-27_4c869d5a-a047-4441-8433-41bc7af681fc.pdf

Earnings Release

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JANUARY–DECEMBER 2023

  • Revenue EUR 122,702 (118,334) thousand
  • Revenue growth EUR 4,368 thousand or 3.7%
  • Organic revenue growth EUR 141 thousand or 0,1%
  • EBITA EUR 8,409 (11,629) thousand, -27.7%
  • EBITA margin 6.9% (9.8%) of revenue

JULY–DECEMBER 2023

  • Revenue EUR 57,414 (59,459) thousand
  • Revenue growth EUR -2,045 thousand or -3.4%
  • Organic revenue growth EUR -3,342 thousand or -5.5%
  • EBITA EUR 3,399 (5,181) thousand, -34.4%
  • EBITA margin 5.9% (8.7%) of revenue

H2/20231 H2/20223 20231 20223
Revenue, EUR 1,000 57,414 59,459 122,702 118,334
Revenue growth, % -3.4% 17.6% 3.7% 19.2%
Organic revenue growth, % -5.5% 14.8% 0.1% 15.2%
Share of international revenue, % 27.7% 26.5% 26.7% 25.2%
Adjusted EBITA, EUR 1,0002 3,732 5,420 8,742 11,868
Adjusted EBITA, % of revenue 6.5% 9.1% 7.1% 10.0%
EBITA, EUR 1,000 3,399 5,181 8,409 11,629
EBITA, % of revenue 5.9% 8.7% 6.9% 9.8%
EBIT, EUR 1,000 2,763 4,445 6,909 10,149
Number of employees at the end of the period 1,007 1,045 1,007 1,045
Average number of employees during the period 1,034 994 1,026 965
Total full-time employees and subcontractors
(FTE) at the end of the period
1,091 1,226 1,091 1,226

1 Organic revenue growth is calculated based on comparable pro forma revenue.

2 Reported starting from H1 2023, see alternative performance measures.

3 The figures of the Haallas Finland Oy have been consolidated into Siili's figures as of 1 October 2022.

Q4/2023 Q4/2022
Revenue, EUR 1,000 30,365 32,542
Revenue growth, % -6.7% 15.5%
Organic revenue growth, % -6.7% 10.3%
Adjusted EBITA, EUR 1,000 2,471 3,072
Adjusted EBITA, % of revenue 8.1% 9.4%
EBITA, EUR 1,000 2,138 2,833
EBITA, % of revenue 7.0% 8.7%
Number of employees at the end of the period 1,007 1,045
Average number of employees during the period 1,030 1,020
Total full-time employees and subcontractors
(FTE) at the end of the period
1,091 1,226

YEAR 2023 FOR SIILI: Changes in the market — focus on efficiency and AI

CEO TOMI PIENIMÄKI:

2023 was a challenging year for Siili and the sector as a whole. The rapid deterioration of market conditions in the second quarter, higher cost level due to inflation and increased price competition affected both growth and profitability. Our revenue for the full year grew to approximately EUR 123 million, representing a growth of 4%.

Due to the slowing down of revenue growth, we focused on securing our profitability in the challenging market situation. Thanks to actions taken to improve cost efficiency, EBITA came in at about EUR 8.4 million or 7% of revenue. This was the third-highest EBITA in Siili's history and a reasonable outcome in these circumstances. Improving cost efficiency remains a key objective for us going forward, too.

Business conditions weakened in all of Siili's main markets. Hence, the rate of growth of the international business slowed down, but we can be quite satisfied with the 10% growth achieved in this area. The share of international revenue grew to almost 27% from about 25% a year earlier.

We proceed in line with our strategy

Despite the challenges posed by the operating environment, last year also saw many successes. At the beginning of 2023, we moved to an organisation model based on customer sectors in line with our strategy. The objective of the change was a more agile and customer-driven way of operation, growth, continuous competence development and stronger synergy between different units. Now, about a year after the change, we can state that our understanding of our clients' business has deepened significantly thanks to the sectoral focus, and therefore the result was successful.

The National Land Survey of Finland chose us as their partner for expert services in the development and maintenance of information systems. We were successful in the Tax Administration's extensive tender and got selected as one of the suppliers for a contract period spanning across six years. We also concluded a significant contract with the Food Authority, and our cooperation will continue for the next five years.

In addition, we made good progress in the development of our competencies and offering for the banking and insurance sector. We strengthened our sales team with several new appointments and closed many new partnership agreements with technology suppliers within the sector. The development is also evident in improved appreciation among our clients. In our commissioned client survey, we were applauded in particular for our regulatory and sectoral expertise in banking.

Our design expertise was acknowledged when our joint 'Nemo' project with Fintraffic received the prestigious Service Design Award at a ceremony in Berlin – the highest honours in the service design industry. Once completed, Nemo is set to become a nationally centralised Single Window service for maritime traffic declarations.

During the first quarter of the year, our personnel worked out our own company-specific collective agreement for Siili. All in all, the planning process involved over 100 of our employees. Due to its diverse and extensive project team, the agreement strongly reflects values that are important for Siili and its people-oriented culture.

Last year, we arranged several value workshops, where we defined, together with our employees, the core values of our company: ambition, joy, humanity and responsibility. Going forward, these values will guide us all in our daily work and decision making at Siili.

Despite the more challenging times, we will hold onto Siili's people-oriented culture and we want to continue to be one of the most attractive employers in the sector.

AI expertise becomes central in Siili's strategy

The past year brought the potential of AI in our sector widely into public awareness. AI-assisted development offers an abundance of new opportunities for both our clients and employees.

OUTLOOK FOR 2024 AND FINANCIAL GOALS FOR 2025–2026

Revenue for 2024 is expected to be EUR 120–140 million and adjusted EBITA EUR 7.5–10.5 million.

On 11 May 2022, the company announced the financial goals for the years 2023–2026 as follows:

  • Annual revenue growth of 20 percent, of which organic growth accounts for about half. From 2023 onwards, organic revenue growth will be calculated based on comparable revenue, reflecting changes in the corporate structure.
  • EBITA 12 percent of revenue. Operating profit before amortisation and impairment for fair value adjustments on acquisitions.
  • The aim is to keep the ratio of net debt-to-EBITDA below two.
  • The aim is to pay a dividend corresponding to 30–70 percent of net profit annually.

Just as before, when technology evolves, we are going to be in the forefront utilising artificial intelligence for the benefit of our clients.

The utilisation of AI in Siili's client projects will increase significantly, and the change has been even faster than expected. Siili's leading position as an applier of AI in digital development will be an essential part of Siili's strategy going forward.

We have embarked on 2024 optimistically although the market situation appears to remain challenging for the time being. In the long term, we expect the demand for digital development services to stay strong. I would like to thank all our stakeholders, especially the entire Siili community and our clients, for the year 2023. There were challenges too, but we cleared them together. I am looking forward to what 2024 will bring, particularly in terms of AI application potential. We are living in the midst of a very interesting technological transition, and Siili is in an outstanding position to take an advantage of the growth opportunities.

REVENUE

Revenue grew by 3.7% (19.2%) from the comparison period to EUR 122.702 (118,334) thousand. The organic revenue growth was 0.1%. Revenue for the second half of the year declined by 3.4% to EUR 57,414 (59,459) thousand. Organic revenue growth for July–December was correspondingly -5.5% year on year. The share of international operations of the revenue for the financial year was 26.7% (25.2%) and for the second half of the year 27.7% (26.5%). Revenue growth slowed down throughout the Group during the financial year as demand dampened due to the rapid change in market conditions.

PROFITABILITY

The adjusted operating profit (EBITA) for the financial year was EUR 8,409 thousand, representing a decline of EUR 3,220 thousand year on year. The Group's profitability decreased during the period, and EBITA was 6.9% (9.8%) of revenue. EBITA for the second half of the year was 5.9% (8.7%) of revenue. The decline in profitability was mainly driven by the slowdown in revenue growth due to the change in market conditions, higher personnel costs and intensified price competition. Several actions were launched within the company to secure the level of profitability in the second half of the year.

Subcontracting expenses from the use of external services totalled EUR 26,215 (26,439) thousand or 21.4% (22.3%) of revenue. The use of subcontracting decreased somewhat in the second half of the year from the comparison period. Personnel costs grew during the year to EUR 72,180 (66,094) thousand and amounted to 58.8% (55.8%) of revenue. The increase in personnel costs was driven by the higher cost level due to wage inflation and growth in the average number of employees. During the financial year, the Group had 1,026 (965) employees on average and 1,007 (1,045) at the end of the year.

Other operating expenses amounted to EUR 12,645 (11,170) thousand or 10.3% (9.4%) of revenue. The growth in other operating expenses from the comparison period was mainly due to growth in IT expenses and a one-time credit loss.

Adjusted EBITA for the financial year was EUR 8,742 thousand or 7.1% of revenue. The adjustment items totalled EUR 333 thousand, and they consisted of one-time costs arising from the change negotiations and a credit loss. The calculation of adjusted EBITA is shown under Calculation formulas for the key figures.

The Group's operating profit (EBIT) for the financial year was EUR 6,909 (10,149) thousand or 5.6% of revenue. Net financial expenses for the financial year totalled EUR 1 373 (4,636) thousand. The profit for the period before taxes was EUR 5,536 (5,427) thousand, and earnings per share were EUR 0.61 (0.49).

FINANCING AND CAPITAL EXPENDITURE

The Group's statement of financial position totalled EUR 100,170 (106,063) thousand at the end of the financial year. The Group's equity ratio was 42.6% (38.7%), return on investment (ROI) was 10.7% (15.5%), and the net debt to EBITDA ratio was 0.30 (0.12).

The Group's cash flow from operations was EUR 7,489 (14,481) thousand, representing a decrease of 48.3% year on year. Cash flow from operations was reduced by weaker EBITDA than in the comparison period and higher net working capital. Cash flow from operations in the second half of the year was also lower than in the comparison period, decreasing by 46%.

Cash flow from investing activities for the financial year was EUR -5,409 (-5,342) thousand, including a contingent consideration of EUR 2,933 thousand paid for the acquisition of Haallas Finland Oy and the consideration of EUR 1,093 thousand paid to noncontrolling shareholders for an additional stake in Vala Group Oy. In addition, the cash flow from investing activities included EUR 1,279 thousand of normal capital expenditure.

Cash flow from financing activities in the financial year amounted to EUR -9,254 (6,752) thousand. During the financial year, the company repaid EUR 2,518 thousand of its bank loans. The shareholders of Siili Solutions Plc were paid a dividend of EUR 1,622 thousand, and the non-controlling shareholders of Vala Group Oy and Supercharge Kft. were paid EUR 1,270 thousand. In addition, Siili Solutions Plc repurchased its own shares with EUR 495 thousand during the financial year.

At the end of the financial year, the Group's cash and cash equivalents totalled EUR 29,022 (36,315) thousand, in addition to which the Group had unused credit facilities of EUR 2,500 thousand. The Group's interest-bearing bank loans at the end of the financial year amounted to EUR 8,743 (11,256) thousand.

ACQUISITIONS AND CHANGES IN GROUP STRUCTURE

In April 2023, Siili Solutions Plc acquired the software business of Talentree Oy based in the city of Kuopio. For Siili, the transaction marks a territorial expansion to the city of Kuopio and an addition of 11 new professionals to its software development capabilities. Siili's objective is to make its Kuopio office one of the city's most attractive workplaces in the IT sector. The business acquisition had no material impact on Siili Group's figures for the financial year.

Siili Solutions Plc founded a subsidiary focusing on AI-assisted software development, Siili Spaiks Ltd.

EMPLOYEES, MANAGEMENT AND GOVERNANCE

The number of employees at the end of the financial year was 1,007 (1,045), which marks a decrease of 38 (+160) people, or -3.6% (+18.1%), from the end of the previous year. The average number of employees during the period was 1,026 (965).

At the end of the financial period, Siili's Management Team consisted of the following members: Tomi Pienimäki (CEO), Aleksi Kankainen (CFO), Kenneth Lindfors (CCO), Kari Pirttikangas (COO), Taru Salo (CPO) and Andras Tessenyi (CEO, Supercharge). Andras Tessenyi became a member of the Management Team on 1 March 2023.

The Annual General Meeting of 30 March 2023 confirmed the number of members of the Board of Directors as five (5). Harry Brade, Anu Nissinen, Kati Hagros, Tero Ojanperä and Jesse Maula were re-elected as Board members. Harry Brade was elected as Chair of the Board and Anu Nissinen as Deputy Chair at the constitutive meeting of the Board of Directors, held immediately after the Annual General Meeting. Three members were elected to the Board of Directors' HR Committee: Harry Brade (Chair), Anu Nissinen and Tero Ojanperä. Anu Nissinen (Chair), Kati Hagros and Jesse Maula were elected to the Audit Committee.

The company's accounts are audited by KPMG Oy Ab (Business ID: 1805485-9), Authorised Public Accountants, with Leenakaisa Winberg, APA, as the responsible auditor.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Profit warning and new financial guidance for 2023

The company issued a profit warning on 13 July 2023 and lowered its guidance for revenue and EBITA for 2023.

The company intensified and increased actions to boost sales and improve cost efficiency. Among other things, the company completed change negotiations in August–September and October 2023. As a result of the change negotiations, the employment contracts of 10 people were terminated and part of the personnel was laid off temporarily.

Share repurchase programme

On 15 March 2023, the company announced it had completed a share repurchase programme in which it acquired a total of 30,000 of its own shares to be used in incentive schemes for key personnel.

Change in the Management Team

Andras Tessenyi (CEO, Supercharge Kft) was appointed to the Management Team as of 1 March 2023.

RISKS AND UNCERTAINTY FACTORS

Siili is exposed to various risk factors related to its operational activities and business environment. The realisation of risks may have an unfavourable effect on Siili's business, financial position or company value. The most significant risks related to Siili's operations are described below, along with other known risks that may become significant in the future. In addition, there are risks that Siili is not necessarily aware of and which may become significant.

  • The loss of one or more key clients, a considerable decrease in purchases, financial difficulties experienced by clients or a change in a client's strategy with regard to the procurement of IT services could have a negative effect on the company.
  • Failure to achieve recruitment goals in terms of both quality and quantity, and failure to match supply to customer demand in a timely manner.
  • Probability and adverse effects of the realisation of the aforementioned risks are more likely in an uncertain economic environment.
  • Failure in pricing, planning, implementation and improving cost efficiency of customer projects.
  • Loss of the contribution of key personnel or deterioration of the employer's reputation.
  • Realisation of information security risks, for example, as a result of human error by an employee.
  • General negative or weakened economic development and the resulting uncertainty in the clients' operating environment. The general economic cycle and changes in the clients' operating environment can have negative effects through slowing down, postponing or cancelling decisionmaking on IT investments.

Russia's war of aggression against Ukraine has not had and is not expected have a direct impact on Siili's business. However, the elevated general uncertainty and inflation in 2023 affected in particular our clients' investment decisions, thereby also weighing on Siili's business. These factors are expected to continue to affect Siili's business in the current financial year. According to management observations and estimates, the impacts of the market environment in the financial year 2023 were moderate, and they are expected to remain at a similar level in 2024. We prepare for these hard-to-foresee effects by taking care of customer satisfaction and cost efficiency.

GENERAL MEETING OF SHAREHOLDERS

Annual General Meeting

Siili Solutions Plc's Annual General Meeting (AGM) took place in Helsinki, Finland, on 30 March 2023. The Annual General Meeting adopted the financial statements and consolidated financial statements for the financial period 2022, discharged the CEO and the members of the Board of Directors from liability and decided to distribute a dividend of EUR 0.20 per share, totalling approximately EUR 1,630 thousand.

The number of members of the Board of Directors was confirmed as five (5). Harry Brade, Anu Nissinen, Kati Hagros, Tero Ojanperä and Jesse Maula were re-elected to the Board. The Annual General Meeting decided that the Chair of the Board of Directors is paid EUR 3,850 per month, the Deputy Chair EUR 3,000 per month and the other members EUR 2,000 per month. The Chairs of the Board's Committees are paid EUR 200 per month for their work on the Committees, in addition to which all Committee members are paid a meeting fee of EUR 300 per meeting. In addition, the members of the Board of Directors receive compensation for travel expenses in line with the Company's business travel policy.

KPMG Oy AB, Authorised Public Accountants, were re-elected as the company's auditor, and KPMG has assigned Leenakaisa Winberg, APA, as the Company's responsible auditor. The auditor's fees are paid against the auditor's reasonable invoice.

The Annual General Meeting authorised the Board of Directors to decide on the acquisition and/or acceptance as collateral of the company's own shares. A maximum of 813,100 shares may be acquired and/or accepted as collateral pursuant to the authorisation, corresponding to approximately 10 percent of all shares in the company. The shares are to be acquired in public trading arranged by Nasdaq Helsinki Ltd at the market price of the time of purchase. The company's own shares can be acquired in a manner other than in proportion to the shareholders' existing holdings. The acquisition of shares will reduce the company's non-restricted equity. The Board of Directors will decide on other terms and conditions related to the acquisition and/or acceptance as collateral of the shares. The authorisation is valid until the end of the next Annual General Meeting but not beyond 30 June 2024.

The Board of Directors was also authorised to decide on an issue of shares and an issue of special rights carrying entitlement to shares in accordance with chapter 10, section 1 of the Finnish Limited Liability Companies Act, in one or more tranches, either against consideration or free of charge. The maximum total number of shares issued, including shares issued on the basis of special rights, is 813,100, which corresponds to approximately 10% of all shares in the company. The Board of Directors may decide to issue new shares or to transfer treasury shares held by the company. The authorisation entitles the Board of Directors to decide on all terms and conditions for an issue of shares and an issue of special rights entitling their holders to shares, including the right to deviate from the shareholders' pre-emptive subscription right. The authorisation may be used for strengthening the company's balance sheet, for paying transaction prices related to acquisitions, in incentive plans or for other purposes decided by the Board of Directors. The authorisation is valid until the end of the next Annual General Meeting but not beyond 30 June 2024.

The Annual General Meeting adopted the report on the remuneration of the governing bodies of the company.

SHARE AND SHAREHOLDERS

The company has one series of shares, and all of its shares carry entitlement to equal rights. On 31 December 2023, the total number of shares in Siili Solutions Plc entered in the Trade Register was 8,138,080. At the end of the financial year, the company held a total of 27,954 of its own shares. On 31 December 2023, the members of the company's Board of Directors and Management Team owned a total of 31,810 shares in the company. In addition, an entity under the control of a Board member owns 1,301,267 shares.

During the financial year, the highest price of the company share was EUR 17.45, the lowest price was EUR 8.24, the average price was EUR 12.22, and the closing price at the end of the review period was EUR 9.62. The company's market capitalisation decreased by -40.2% from the end of 2022 and amounted to EUR 78.3 (130.9) million on 31 December 2023.

The company had a total of 6,482 (6,147) shareholders on 31 December 2023. The number of shareholders increased by 5.4% from the end of 2022. A list of the largest shareholders is available on the company website at https://sijoittajille.siili.com/en and in notes to the parent company's financial statements.

EVENTS AFTER THE END OF THE FINANCIAL YEAR

Proposals of the Shareholders' Nomination Board to the Annual General Meeting 2024

The Shareholders' Nomination Board of Siili Solutions Plc submitted its proposals to the Annual General Meeting 2024 on 25 January 2024:

Decision on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes that five (5) members be elected to the Board of Directors.

Election of the members of the Board of Directors

The Shareholders' Nomination Board proposes the re-election of the current members of the Board of Directors for the next term of office: Harry Brade, Tero Ojanperä and Jesse Maula. Anu Nissinen and Kati Hagros have announced that they are not available for re-election as members of the Board of Directors. Therefore, the Shareholders' Nomination Board proposes that Henna Mäkinen and Katarina Cantell be elected as new members to the Board of Directors.

The term of office of the members lasts until the end of the next Annual General Meeting. All persons proposed have given their consent to the election.

Background information on each person proposed for the Board of Directors is available on the website of Siili Solutions Plc at https:// sijoittajille.siili.com/en

Jesse Maula as Deputy Chair.

Resolution on the remuneration of the members of the Board of Directors.

The Shareholders' Nomination Board proposes that the members of the Board of Directors be paid as follows:

The Chair of the Board of Directors is paid EUR 3,850 per month, the Deputy Chair as well as the Chair of the Audit Committee EUR 2,500 per month and the other members EUR 2,000 per month. The Chairs of the Board of Directors' Committees are paid EUR 200 per month for their work on the Committee, in addition to which all Committee members are paid a meeting fee of EUR 300 per meeting. In addition, the members of the Board of Directors receive compensation for travel expenses in line with the Company's business travel policy.

The proposed members Tero Ojanperä, Jesse Maula, Henna Mäkinen and Katarina Cantell are considered independent of the company and its significant shareholders. Harry Brade is independent of the Company but not independent of its significant shareholder Lamy Oy. In addition, the Shareholders' Nomination Board recommends to the Board of Directors that it elect Harry Brade as its Chair and On 31 December 2023, the distributable assets of the parent company of Siili Solutions Plc amounted to EUR 35,913,025.44, including the profit for the period EUR 3,443,594.91. The Board of Directors proposes to the Annual General Meeting 2024 that a dividend of EUR 0.26 per share be paid for the financial year 2023. According to the proposal, a total dividend of EUR 2,108,632.76 would be paid. The proposed dividend represents approximately 42% of the Group's profit for the financial year.

The company does not have other material events after the financial year.

DIVIDEND PROPOSAL

No significant changes have taken place in Siili's financial position since the end of the financial year. The company has a good level of liquidity, and the Board believes that the proposed dividend will not pose a risk to liquidity.

In line with the dividend policy approved by its Board of Directors, Siili seeks to distribute 30–70% of its profit for the period to shareholders. In addition, an additional profit distribution can be made. Siili will hold a results announcement event for analysts, portfolio managers and the media on 27 February 2024 at 1:00 p.m. The presentation materials will be published on the company website after the event.

CORPORATE RESPONSIBILITY AND NON-FINANCIAL REPORTING

Siili Solutions provides information on corporate responsibility and reports on non-financial matters as part of the Report by the Board of Directors, which will be published on 8 March 2024 as part of the company's Annual Report 2023. The corporate responsibility section of the Annual Report describes the operating practices applied by Siili Group with regard to environmental, social and employee-related issues as well as respecting human rights and preventing corruption and bribery. In addition, the Annual Report includes the information required by the sustainable finance taxonomy of the European Union.

FINANCIAL CALENDAR FOR 2024

The Annual Report 2023 will be published in electronic format on the company website on 8 March 2024.

The Annual General Meeting will be held on 3 April 2024.

The business review for 1 January–31 March 2024 will be published on 24 April 2024.

The half-year report for 1 January–30 June will be published on 13 August 2024.

The business review for 1 January–30 September 2024 will be published on 22 October 2024.

Siili Solutions Plc uses alternative performance measures to descripe the trend of the Group's profitability. The alternative performance measures should be reviewed parallel with the IFRS key figures. EBITDA is calculated by adding depreciation, amortisation and impairment to operating profit. EBITA is calculated by adding amortisation and impairment for fair value adjustments on acquisitions to operating profit. Adjusted EBITA is calculated by adding items affecting comparability to EBITA, such as direct costs of acquisitions. Organic revenue growth is calculated based on comparable revenue, reflecting changes in the corporate structure. The management

Key figures Alternative performance measures

H2/2023 H2/2022 2023 2022 measures should be reviewed parallel with the IFRS key figures. EBITDA is calculated by adding depreciation, amortisation and
Revenue, EUR 1,000 57,414 59,459 122,702 118,334 impairment to operating profit. EBITA is calculated by adding amortisation and impairment for fair value adjustments on acquisitions to
Revenue growth, % -3.4% 17.6% 3.7% 19.2% operating profit. Adjusted EBITA is calculated by adding items affecting comparability to EBITA, such as direct costs of acquisitions.
Organic revenue growth, % -5.5% 14.8% 0.1% 15.2% Organic revenue growth is calculated based on comparable revenue, reflecting changes in the corporate structure. The management
Share of international revenue, % 27.7% 26.5% 26.7% 25.2% uses these key figures for the monitoring and analysis of business development, profitability, and our financial position.
EBITDA, EUR 1,000 5,293 6,894 12,107 14,928
EBITDA, % of revenue 9.2% 11.6% 9.9% 12.6% Organic revenue growth, %
EBITA, EUR 1,000 3,399 5,181 8,409 11,629 EUR 1,000 H2/2023 H2/2022 2023 2022
EBITA, % of revenue 5.9% 8.7% 6.9% 9.8% Revenue 57,414 59,459 122,702 118,334
Adjusted EBITA, EUR 1,000 3,732 5,420 8,742 11,868 Comparable pro forma revenue in the comparison period
Organic revenue growth, %
60,756
-5.5%
122,561
0.1%
Adjusted EBITA, % of revenue 6.5% 9.1% 7.1% 10.0% Calculation formula applied from 1 January 2023.
EBIT, EUR 1,000 2,763 4,445 6,909 10,149
EBIT, % of revenue 4.8% 7.5% 5.6% 8.6% EBITA, Adjusted EBITA and EBITDA
Profit for the period, EUR 1,000 1,447 633 4,986 3,748 EUR 1,000 H2/2023 H2/2022 2023 2022
Profit for the period, % of revenue 2.5% 1.1% 4.1% 3.2% EBIT 2,763 4,445 6,909 10,149
Equity ratio, % 42.6% 38.7% 42.6% 38.7% Amortisation and impairment for fair value adjustments on acquisitions 636 736 1,500 1,480
Gearing, % 8.7% 4.5% 8.7% 4.5% EBITA 3,399 5,181 8,409 11,629
Net debt/EBITDA 0.30 0.12 0.30 0.12 Transaction costs / income (+/-) from business combinations - 239 - 239
ROE, % 12.1% 11.5% 12.1% 11.5% Restructuring costs 183 - 183 -
ROI, % 10.7% 15.5% 10.7% 15.5% Other items affecting comparability 150 - 150 -
Basic earnings per share (EPS), EUR 0.18 0.08 0.61 0.49 Adjusted EBITA 3,732 5,420 8,742 11,868
Diluted EPS, EUR 0.18 0.08 0.61 0.49 EBIT 2,763 4,445 6,909 10,149
Average number of employees during the period 1,034 994 1,026 965 Depreciation, amortisation and impairment 2,530 2,449 5,198 4,779
Number of employees at the end of the period 1,007 1,045 1,007 1,045 EBITDA 5,293 6,894 12,107 14,928
Number of full-time employees (FTE) at the end of the period 956 1,003 956 1,003
Number of full-time subcontractors (FTE) at the end of the period 135 223 135 223 Gearing, %
Total full-time employees and subcontractors (FTE) at the end 1,091 1,226 1,091 1,226 EUR 1,000 2023 2022
of the period Financial liabilities measured at amortized cost 13,047 16,099
Contingent considerations measured at fair value through profit or loss 19,658 22,011
Liquid funds -29,022 -36,315

Net debt 3,682 1,795 Equity 42,083 40,321 Gearing, % 8.7% 4.5%

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EUR 1,000 H2/2023 H2/2022 2023 2022 EUR 1,000 H2/2023 H2/2022 2023 2022
REVENUE 57,414 59,459 122,702 118,334 PROFIT FOR THE PERIOD 1,447 633 4,986 3,748
Other operating income 316 165 444 297 Other comprehensive income
Materials and services -11,979 -13,647 -26,215 -26,439 Items that may later be recognised through profit or loss
Employee benefit expenses -34,354 -33,287 -72,180 -66,094 Translation differences -351 -33 300 -607
Depreciation and amortization -2,530 -2,449 -5,198 -4,778
Other operating expenses -6,104 -5,796 -12,645 -11,170 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 1,096 599 5,285 3,140
OPERATING PROFIT 2,763 4,445 6,909 10,149 Total comprehensive income for the period attributable to:
Shareholders of the parent company 100% 1,096 599 5,285 3,140
Financial income -503 -49 1,250 418 Non-controlling interest 0% - - - -
Financial expenses -1,285 -3,214 -2,623 -5,054
Share of associated company's result - 29 - -86
PROFIT BEFORE TAXES 976 1,211 5,536 5,427
Income taxes 471 -578 -551 -1,680
PROFIT FOR THE PERIOD 1,447 633 4,986 3,748
Attributable to:
Shareholders of the parent company 100% 1,447 633 4,986 3,748
Non-controlling interest 0% - - - -
Earnings per share based on the profit attributable to
shareholders of the parent company:
Basic earnings per share (EUR), profit for the period 0.18 0.08 0.61 0.49
Diluted earnings per share (EUR), profit for the period 0.18 0.08 0.61 0.49

Consolidated income statement and consolidated statement of comprehensive income

Consolidated statement of financial position

EUR 1,000 31 Dec 2023 31 Dec 2022 EUR 1,000 31 Dec 2023 31 Dec 2022
ASSETS SHAREHOLDERS' EQUITY AND LIABILITIES
Non-current assets Shareholders' equity
Goodwill 32,490 31,866 Share capital 100 100
Intangible assets 8,404 9,251 Reserve for invested unrestricted equity 26,748 26,695
Tangible assets 1,259 1,231 Treasury shares -461 -
Right-of-use assets 4,220 4,781 Translation differences -524 -824
Other investments 1 1 Retained earnings 16,219 14,349
Deferred tax assets 17 91 Total shareholders' equity 42,083 40,321
Receivables 159 162
Total non-current assets 46,549 47,383 Non-current liabilities
Financial liabilities 6,230 8,743
Current assets Lease liabilities 1,841 2,597
Trade receivables 19,118 18,557 Other non-current interest-bearing liabilities 10,177 18,262
Other receivables 4,654 3,661 Deferred tax liabilities 1,118 1,315
Current tax assets 826 148 Total non-current liabilities 19,366 30,918
Liquid funds 29,022 36,315
Total current assets 53,620 58,680 Current liabilities
Financial liabilities 2,513 2,513
TOTAL ASSETS 100,170 106,063 Lease liabilities 2,463 2,246
Trade and other payables 33,612 29,513
Current tax liabilities 121 444
Provisions 12 109
Total current liabilities 38,721 34,825
Total liabilities 58,087 65,743
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 100,170 106,063
EUR 1,000 H2/2023 H2/2022 2023 2022 EUR 1,000 H2/2023 H2/2022 2023 2022
Cash flow from operating activities Cash flows from financing activities
Profit for the period 1,447 633 4,986 3,748 Loan repayments -1,259 -1,259 -2,518 -2,518
Adjustments: Repayments of lease liabilities -1,494 -1,419 -2,965 -2,800
Depreciation and amortisation 2,530 2,449 5,198 4,778 Share issue net of transaction costs - -321 - 14,256
Share-based incentive scheme 137 192 269 244 Share subscriptions with share options 8 63 53 89
Other adjustments 6 107 48 89 Acquisition of treasury shares - - -495 -
Interest expenses and other financial expenses 1,285 3,214 2,623 5,054 Divideds paid - - -1,622 -1,264
Interest income 503 49 -1,250 -418 Distribution of dividends to non-controlling interests -539 -887 -1,270 -1,033
Share of associated company's result - -29 - 86 Transactions with non-controlling interests 143 159 -437 22
Taxes -471 578 551 1,680 Net cash flow from financing activities -3,141 -3,664 -9,254 6,752
Changes in working capital:
Change in trade and other receivables -714 -958 -1,015 -1,331 Change in liquid funds 126 -602 -7,173 15,891
Change in trade and other payables 263 2,149 -1,792 2,835 Liquid funds at the beginning of the period 28,953 36,741 36,315 20,393
Interest paid -370 -86 -869 -337 Effect of changes in currency exchange rates -57 175 -119 31
Interest received 254 7 428 228 Liquid funds at the end of the period 29,022 36,315 29,022 36,315
Taxes paid -681 -550 -1,686 -2,175
Net cash flow from operating activities 4,188 7,755 7,489 14,481
Cash flow from investing activities
Acquisitions of businesses and subsidiaries, net of cash acquired -303 -3,859 -4,172 -3,859
Proceeds from the sale of tangible and intangible assets 22 1 24 7
Investments in tangible assets -332 -613 -756 -949
Investments in intangible assets -307 -637 -523 -833
Investments in and return of capital from an associated company - 416 19 294
Net cash flow from investing activities -921 -4,693 -5,409 -5,342

Consolidated cash flow statement

Equity attributable to shareholders of the parent company
----------------------------------------------------------- -- -- --
EUR 1,000 Share capital Reserve for invested
unrestricted equity
Tresury shares Translation
differences
Retained earnings Total shareholders' equity
Shareholders' equity on 1 January 2023 100 26,695 - -824 14,349 40,321
Comprehensive income
Profit for the period 4,986 4,986
Other comprehensive income (net of tax)
Translation differences 300 300
Total comprehensive income for the period - - - 300 4,986 5,285
Transactions with owners
Distribution of dividends -1,622 -1,622
Share-based incentive scheme 33 214 247
Share subcriptions with share options 53 53
Acquisition of treasury shares -495 -495
Distribution of dividends to non-controlling interests -1,270 -1,270
Transactions with non-controlling interests -437 -437
Total transactions with owners - 53 -461 - -3,115 -3,524
Shareholders' equity on 31 December 2023 100 26,748 -461 -524 16,219 42,083
Shareholders' equity on 1 January 2022 100 12,590 - -217 12,393 24,866
Comprehensive income
Profit for the period 3,748 3,748
Other comprehensive income (net of tax)
Translation differences -607 -607
Total comprehensive income for the period - - - -607 3,748 3,140
Transactions with owners
Distribution of dividends -1,264 -1,264
Share-based incentive scheme 244 244
Share issue net of transaction costs 14,256 14,256
Share subcriptions with share options 89 89
Distribution of dividends to non-controlling interests -1,033 -1,033
Transactions with non-controlling interests 22 22
Reclassifications between items -239 239 -
Total transactions with owners - 14,105 - - -1,791 12,314
Shareholders' equity on 31 December 2022 100 26,695 - -824 14,349 40,321

Consolidated statement of changes in shareholders' equity

NOTES TO THE FULL-YEAR REPORT

Accounting principles

CHANGES IN GOODWILL AND INTANGIBLE AND TANGIBLE ASSETS

Accounting principles Intangible Tangible Right-of-use
The full-year report is prepared in accordance with IAS 34 (Interim Financial Reporting), applying the same accounting principles as in EUR 1,000 Goodwill assets assets assets
the financial statements. The figures presented have been rounded off from the exact figures. The figures included in the full-year report
are audited.
Cost 1 Jan 2023 31,866 17,231 5,186 11,583
Translation differences 404 255 116 116
Additions through business combinations 220 60 - -
The Group has one reportable segment, which provides its clients with information system development services. The single-segment
presentation is based on Siili's current business model, product portfolio and corporate governance structure, as well as the nature of
Additions - 519 756 3,913
Disposals - - -97 -4,492
its operations. For this reason, the figures for the reported segment are equal to those for the Group. Cost 31 Dec 2023 32,490 18,066 5,960 11,120
Acc. depreciation/amortisation and impairment 1 Jan 2023 - -7,980 -3,955 -6,802
Translation differences - -44 -77 -78
BREAKDOWN OF REVENUE Additions through business combinations - - - -
Depreciation/amortisation and impairment for the period - -1,636 -766 -2,796
Acc. depreciation/amortisation on disposals and reclassifications - - 97 2,776
Geographical breakdown of revenue Acc. depreciation/amortisation and impairment 31 Dec 2023 - -9,662 -4,701 -6,901
EUR 1,000 H2/2023 H2/2022 2023 2022
Sales in Finland 41,524 43,725 89,885 88,555 Book value 1 Jan 2023
Book value 31 Dec 2023
31,866
32,490
9,251
8,404
1,231
1,259
4,781
4,220
Sales to abroad 15,890 15,734 32,817 29,779
Total 57,414 59,459 122,702 118,334
EUR 1,000 Goodwill Intangible
assets
Tangible
assets
Right-of-use
assets
Breakdown by revenue category Cost 1 Jan 2022 28,102 13,332 4,144 9,359
Translation differences -734 -463 -83 -44
EUR 1,000 H2/2023 H2/2022 2023 2022 Additions through business combinations 4,498 3,535 247 317
Sales of work 50,187 54,267 107,021 109,677 Additions - 867 944 2,863
Project deliveries 4,279 3,002 9,323 3,927 Disposals - -1 -66 -912
Licence sales 713 457 1,740 795 Reclassifications between items - -39 - -
Maintenance and other services 2,235 1,733 4,619 3,935 Cost 31 Dec 2022 31,866 17,231 5,186 11,583
Total 57,414 59,459 122,702 118,334 Acc. depreciation/amortisation and impairment 1 Jan 2022 - -6,528 -3,272 -4,744
Translation differences - 53 59 29
Additions through business combinations - - -154 -
Depreciation/amortisation and impairment for the period - -1,505 -588 -2,686
Acc. depreciation/amortisation on disposals and reclassifications - - - 598
Acc. depreciation/amortisation and impairment 31 Dec 2022 - -7,980 -3,955 -6,802
Book value 1 Jan 2022 28,102 6,805 872 4,615
Book value 31 Dec 2022 31,866 9,251 1,231 4,781
Accounting principles EUR 1,000 Goodwill Intangible
assets
Tangible
assets
The full-year report is prepared in accordance with IAS 34 (Interim Financial Reporting), applying the same accounting principles as in Cost 1 Jan 2023 31,866 17,231 5,186 11,583
the financial statements. The figures presented have been rounded off from the exact figures. The figures included in the full-year report Translation differences 404 255 116
are audited. Additions through business combinations 220 60 -
Additions - 519 756 3,913
The Group has one reportable segment, which provides its clients with information system development services. The single-segment
presentation is based on Siili's current business model, product portfolio and corporate governance structure, as well as the nature of
Disposals - - -97 -4,492
Cost 31 Dec 2023 32,490 18,066 5,960 11,120
its operations. For this reason, the figures for the reported segment are equal to those for the Group. Acc. depreciation/amortisation and impairment 1 Jan 2023 - -7,980 -3,955 -6,802
Translation differences - -44 -77
Additions through business combinations - - -
BREAKDOWN OF REVENUE Depreciation/amortisation and impairment for the period - -1,636 -766 -2,796
Acc. depreciation/amortisation on disposals and reclassifications - - 97 2,776
Geographical breakdown of revenue Acc. depreciation/amortisation and impairment 31 Dec 2023 - -9,662 -4,701 -6,901
EUR 1,000 H2/2023 H2/2022 2023 2022
Sales in Finland 41,524 43,725 89,885 88,555 Book value 1 Jan 2023
Book value 31 Dec 2023
31,866
32,490
9,251
8,404
1,231
1,259
4,781
4,220
Sales to abroad 15,890 15,734 32,817 29,779
Total 57,414 59,459 122,702 118,334
EUR 1,000 Goodwill Intangible
assets
Tangible
assets
Breakdown by revenue category Cost 1 Jan 2022 28,102 13,332 4,144 9,359
Translation differences -734 -463 -83
EUR 1,000 H2/2023 H2/2022 2023 2022 Additions through business combinations 4,498 3,535 247
Sales of work 50,187 54,267 107,021 109,677 Additions - 867 944 2,863
Project deliveries 4,279 3,002 9,323 3,927 Disposals - -1 -66
Licence sales 713 457 1,740 795 Reclassifications between items - -39 -
Maintenance and other services 2,235 1,733 4,619 3,935 Cost 31 Dec 2022 31,866 17,231 5,186 11,583
Total 57,414 59,459 122,702 118,334 Acc. depreciation/amortisation and impairment 1 Jan 2022 - -6,528 -3,272 -4,744
Translation differences - 53 59
Additions through business combinations - - -154
Depreciation/amortisation and impairment for the period - -1,505 -588 -2,686
Acc. depreciation/amortisation on disposals and reclassifications - - -
Acc. depreciation/amortisation and impairment 31 Dec 2022 - -7,980 -3,955 -6,802
Book value 1 Jan 2022 28,102 6,805 872 4,615

Non-current financial liabilities and other interest-bearing liabilities

EUR 1,000 31 Dec 2023 31 Dec 2022
Financial liabilities measured
at amortized cost
8,071 11,340
Contingent consideration
measured at fair value
10,177 18,262
Total 18,248 29,602

Current financial liabilities and other interest-bearing liabilities

EUR 1,000 31 Dec 2023 31 Dec 2022
Financial liabilities measured
at amortized cost
4,975 4,759
Contingent consideration
measured at fair value
9,481 3,749
Total 14 456 8 508

Contingent consideration liabilities

In the financial year 2023, Siili paid a contingent consideration of EUR 2,933 thousand to Valamis Group Oy for the acquisition of Haallas Finland Oy and EUR 1,093 thousand to the minority shareholders of Vala Group Oy for an additional stake in the company. Financial income due to fair value adjustment on contingent consideration liabilities under the acquisition agreements recognised in the financial year amounted to EUR 247 (-3,590) thousand. Measurement differences arising from the discounting of contingent consideration liabilities totalled EUR 1,376 (1,009) thousand, recognised in interest expenses.

Changes in contingent considerations

10,514
1,278
7,748 3,749
- 22,011
98 - - 1,376
50
-247
-2,933
-1,093
493
12,495 7,122 0 40 19,657
10,177
4,171 5,269 - 40 9,481
-
210
-
-
493
8,324
-
368
-
-1,093
-
1,853
-
-815
-2,933
-
-
-
50
-10
-
-
-
-
Total
8,220 6,165 - 14,385
908 101 - 1,009
- - 3,749 3,749
2,108 1,482 - 3,590
- - - -
- - - -
-722 - - -722
10,514 7,748 3,749 22,011
18,262
- - 3 749 - 3,749
Supercharge Kft.
10,514
Vala Group Oy
7,748
Haallas Finland Oy
-
-

Fair value hierarchy levels

During the review period, no instruments were transferred from one fair value hierarchy level to another.

Level 1

The fair values of the hierarchy level 1 are based on the quoted (unadjusted) prices of identical assets or liabilities in active markets.

Level 2

The fair values of the level 2 instruments are based, to a significant

extent, on inputs other than quoted prices but still on information that is observable for the asset or liability in question, either directly or indirectly.

Level 3

The fair values of the level 3 instruments are based on inputs about the asset or liability that are not based on observable market information but instead, to a significant extent, on estimates by the management and their utilization in generally accepted valuation models.

Related party transactions

There were no significant changes involving relationships or transactions with related parties during the review period. The salaries and fees paid to the company's Board of Directors and Management Team are published annually in connection with the financial statements.

  • Helsinki, 27 February 2024
  • Board of Directors, Siili Solutions Plc

Further information:

CEO Tomi Pienimäki tel. +358 40 834 1399

CFO Aleksi Kankainen tel. +358 40 534 2709

Siili Solutions in brief:

Siili Solutions Plc is a unique combination of a digital agency and a technology powerhouse. We believe in human-centricity in everything we deliver. Siili is the go-to partner for clients seeking growth, efficiency and competitive advantage through digital transformation. Siili has offices in Finland, Germany, Poland, Hungary, Netherlands, United Kingdom, Austria and USA. Siili Solutions Plc shares are listed on Nasdaq Helsinki Ltd. Siili has grown profitably since it was founded in 2005. www.siili.com

EUR 1,000 31 Dec 2023 31 Dec 2022
Book value Fair value Book value Fair value Fair value
hierarchy
Financial assets
Recognized at amortized cost
Non-current
Receivables 159 159 162 162 2
Current
Trade receivables 19,118 19,118 18,557 18,557 2
Other receivables 537 537 655 655 2
Liquid funds 29,022 29,022 36,315 36,315 2
Recognized at fair value through profit or loss
Current
Interest rate swap 78 78 112 112 2
Total financial assets 48,915 48,915 55,800 55,800
Financial liabilities
Measured at amortized cost
Non-current
Bank loans 1 6,230 6,230 8,743 8,743 2
Other interest-bearing liabilities 1 1,841 1,841 2,597 2,597 2
Current
Bank loans 1 2,513 2,513 2,513 2,513 2
Other interest-bearing liabilities 1 2,463 2,463 2,246 2,246 2
Trade and other payables 13,196 13,196 12,585 12,585 2
Financial liabilities at fair value through profit or loss
Non-current
Contingent consideration 1 10,177 10,177 18,262 18,262 3
Current
Contingent consideraion 1 9,481 9,481 3,749 3,749 3
Total financial liabilities 45,900 45,900 50,695 50,695

1Included in the statement of financial position item Financial liabilities.

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