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WithSecure Oyj

Earnings Release Apr 20, 2023

3267_10-q_2023-04-20_90e267db-1876-4231-9c89-a66e74279c91.pdf

Earnings Release

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Interim Report 1 January – 31 March 2023 ("1st quarter" or "Q1 2023")

CLOUD REVENUE GROWTH 31%, CONSULTING IMPACTED BY UNCERTAINTY OF THE FINANCIAL SECTOR

Highlights of January – March 2023

  • Annual Recurring Revenue (ARR)1 for cloud products2 increased by 27% to EUR 81.5 million (EUR 64.1 million)
  • ARR growth from previous quarter was 2 %
  • Net Revenue Retention for cloud products was 110%
  • Revenue from cloud products increased by 31% to EUR 19.9 million (EUR 15.2 million)
  • Revenue from on-premise products decreased by 11% to EUR 6.4 million (EUR 7.1 million)
  • Revenue from cyber security consulting decreased by 10% to EUR 8.9 million (EUR 10.0 million)
  • Adjusted EBITDA was EUR -6.2 million (EUR -5.2 million Estimated comparable EBITDA3 )
  • Items affecting comparability (IAC) of EBITDA were EUR 4.6 million (EUR 4.4 million). Of this, EUR 4.5 million related to restructuring activities announced in February 2023

WithSecure completed the separation of its Consumer security business into an independent company F-Secure through a partial demerger on 30 June 2022. In this report, WithSecure is presenting consumer security business until its demerger in 2022 as Discontinued operations under IFRS 5. Previous income statements are restated accordingly. For full disclosure of demergerrelated presentation, please refer to Note 7 (Discontinued operations).

Figures in this report are unaudited. Figures in brackets refer to the corresponding period in the previous year, unless otherwise stated. Percentages and figures presented may include rounding differences and might therefore not add up precisely to the totals presented.

1 Annual recurring revenue (ARR) of cloud products is calculated by multiplying monthly recurring revenue of last month of quarter by twelve. Monthly recurring revenue includes recognized revenue within the month excluding non-recurring revenues

2 Cloud products are Elements, Cloud Protection for Salesforce and Managed Services

3 Estimated comparable EBITDA is used for previous periods to ensure comparability. For explanation, see Note 6 (Reconciliation of alternative performance measures)

Outlook for 2023 (unchanged)

Annual recurring revenue (ARR) for cloud products will grow by 28 – 34% from the end of 2022. At the end of 2022, cloud ARR was EUR 80.2 million.

Revenue from cloud products will grow by 28 – 34% from previous year. Previous year revenue from cloud products was EUR 68.7 million.

Total revenue of the group will grow by 12 – 20% from previous year. Previous year revenue was EUR 134.7 million.

Adjusted EBITDA will improve from previous year. Previous year's Adjusted EBITDA (Estimated comparable EBITDA for two first quarters) was EUR -23.2 million. Adjusted EBITDA of fourth quarter of 2023 will be positive.

Medium-term financial targets (unchanged)

WithSecure medium-term financial targets:

  • Growth Target: To double revenue organically by the end of 2025 (from year 2021 comparable revenue of EUR 122.8 million)
  • Profitability Target: Adjusted EBITDA break-even by the end of 2023 and adjusted EBITDA margin of some 20% by 2025

CEO Juhani Hintikka

WithSecure started the year 2023 with good performance of its cloud portfolio. Cyber security consulting revenue was impacted by the economic uncertainty in the banking sector, but we expect the situation to improve in the next quarters.

Cloud ARR grew by 27%. Cloud revenue grew by 31% to EUR 19.9 million (EUR 15.2 million). The largest growth driver was the rapidly increasing implementation of WithSecure EDR (Endpoint Detection and Response) by our end customers, but also other modules of Elements platform, as well as acquisition of new customers contributed to the growth. We are very pleased with the development of our partner channel. A record number of WithSecure certifications has been obtained by our partners in the first quarter of the year, indicating strong interest in our products among our channel partners. Managed services revenue grew from the previous year. Main growth markets for the Countercept MDR were UK, Finland, DACH and Benelux. Managed Detection and Response (MDR) market remains highly competitive and winning new customers requires well-focused sales efforts.

Cloud protection for Salesforce revenue continued to grow, especially through customer acquisition in the Asia-Pacific region.

Consulting revenue decreased by 10% to EUR 8.9 million (EUR 10.0 million). The decrease was primarily caused by the uncertainties that impacted on the economy, particularly the financial sector, in the first quarter. Some of the large customers significantly reduced or fully deferred their spending for the quarter, to control their expenses during this unpredictable time. We consider this as a temporary decline in the demand for cyber security services.

We are closely following the European Union regulatory measures on expanding requirements for cyber security governance of digital services, as well as on increasing cyber resilience of high-risk artificial intelligence systems. Compliance with the upcoming legislation will require significant efforts from all market participants involved in the supply of digital and AI services. WithSecure can offer a combination of tools and expertise to assist its customers in improving their cyber resilience and alignment with the new requirements.

WithSecure Adjusted EBITDA was EUR -6.2 million (EUR -5.2 million – Estimated comparable EBITDA in Q1 2022). Improving profitability according to our medium-term targets is an important priority. We expect to reach our goal of positive Adjusted EBITDA in the last quarter of the year.

In February, we announced company-wide change negotiations, to improve the profitability and competitiveness of WithSecure. The negotiations were mostly conducted in the first quarter and led to the termination of 84 positions. In addition, several employments ending for other reasons were not replaced.

In March, we were happy to welcome our shareholders again to attend the Annual General Meeting in person. In addition to the physical meeting, we pioneered full virtual attendance and voting possibility. We hope that the new technology will provide more opportunities for the international shareholders to attend the company decision-making.

Financial performance

mEUR 1–3/2023 1–3/2022 Change % 1–12/2022
Revenue 35.2 32.4 9 % 134.7
Cloud-based security products 19.9 15.2 31 % 68.7
On-premise security products 6.4 7.1 -11 % 27.2
Cyber security consulting 8.9 10.0 -10 % 38.8
Cost of revenue -10.8 -11.1 -2 % -47.0
Gross Margin 24.4 21.3 15 % 87.7
of revenue, % 69.3 % 65.8 % 65.1 %
Other operating income 1) 0.4 0.5 -7 % 2.3
Operating expenses 1) -31.0 -28.7 8 % -116.7
Sales & Marketing -17.4 -18.8 -5 % -79.1
Research & Development -10.1 -7.6 18 % -28.4
Administration -3.6 -2.3 81 % -9.2
Adjusted EBITDA 2) -6.2 -6.9 -11 % -26.7
of revenue, % -17.6 % -21.4 % -19.8 %
Items affecting comparability (IAC)
Restructuring -4.5
Other items -0.1
Divestments -3.1 -1.5
Demerger -1.3 -1.8
EBITDA -10.8 -11.4 -5 % -29.9
of revenue, % -30.6 % -35.1 % -22.2 %
Depreciation & amortization, excluding PPA 3) -2.6 -2.6 -1 % -10.1
PPA amortization -0.6 -0.7 -11 % -2.5
EBIT -13.9 -14.6 -4 % -42.6
of revenue, % -39.6 % -45.0 % -31.6 %
Estimated comparable EBITDA -6.2 -5.2 19 % -23.2
of revenue, % -17.6 % -16.1 % -17.3 %
Adjusted EBIT 2) -8.7 -9.4 -7 % -36.8
of revenue, % -24.8 % -29.2 % -27.3 %
Result for the period (Discontinued operations) 9.4 n/a 468.5
mEUR 1–3/2023 1–3/2022 Change % 1–12/2022
Performance indicators 5)
Earnings per share, (EUR) (continuing operations) 4) -0.06 -0.08 -24 % -0.22
Deferred revenue (continuing operations) 70.3 67.9 3 % 68.6
Cash flow from operations before financial items and taxes -5.3 1.1 -562 % -14.1
Cash and cash equivalents 34.5 111.3 -69 % 55.1
ROI, % -35.5 % -6.2 % -30.5 %
Equity ratio, % 78.3 % 73.4 % 79.0 %
Gearing, % -36.0 % -53.7 % -39.9 %
Personnel, end of period 1,245 1,589 -22 % 1,295

1)Excluding Items Affecting Comparability (IAC) and depreciation and amortization. Q3 2022 onwards excludes also costs of services provided to F-Secure under TSA and equivalent income charged for TSA services.

2)Adjustments are material items outside normal course of business associated with acquisitions, integration, restructuring, gains or losses from sales of businesses and other items affecting comparability. For reconciliation and a breakdown of adjusted costs, see Note 6 (Reconciliation of alternative performance measures)

3)Amortization of intangible assets from business combinations (PPA, purchase price allocation, related amortizations).

4)Based on the weighted average number of outstanding shares during the period 178,179,457 (1-3/2023). Earnings per share has been recalculated for comparative periods using average weighted share amount after share issues.

5) Unless otherwise indicated, the comparative period of Q1 2022 includes both continuing operations (WithSecure) and discontinued operations (F-Secure).

Market overview

Digital networks are an essential component of society that must always work. Disruptions of the digital network can cause serious damage to society and the well-being of its members.

The war in Ukraine caused some exceptional consequences to the cyber security landscape, such as highly visible governmental activities, as well as organized civilian response. New situations can lead to uncontrolled cyber security threats that can be difficult to predict. In the new era of greater uncertainty, adaptability and resilience of cyber security solutions become more relevant than ever.

While advanced cyber-attacks on visible targets are becoming more common and persistent, criminals are also targeting companies of all sizes along with consumers by taking advantage of vulnerabilities in popular software, both traditional and new connected devices as well as online services. Apart from activities carried out by criminals, governments can also use vulnerabilities and malware for surveillance purposes.

With the increasingly complex IT environments and new ways of working, such as bring-your-owndevice, the attacks are evolving towards difficult-to-detect identity thefts, rather than malware deployment. Attacks against corporations can go undetected for months. It is estimated that these trends will continue to drive the increasing demand for detection and response products and services. As part of improved cyber resilience, the work on Incident readiness is becoming more important than before.

As organizations are adopting cloud solutions, they seek managed security services and cloudbased delivery to help them maintain control of their cyber security. It is also becoming increasingly

important that the selected cyber security solutions are working well together with other vendors' security solutions through API integrations, to ensure seamless best-in-class solutions for the entire IT environment.

More organizations (particularly in Europe) are taking a stricter position on data protection laws, meaning that globally delivered services are accepted less frequently. This will increase the need for proven services from established vendors, who can respect the data restrictions to a particular region, even to a particular country.

January-March 2023 (1st quarter)

Revenue

WithSecure revenue in the first quarter increased by 9 % to EUR 35.2 million (EUR 32.4 million).

Cloud products

Revenue from cloud products (Elements, Managed services, Cloud Protection for Salesforce) grew by 31 % to EUR 19.9 million (EUR 15.2 million).

Annual Recurring Revenue (ARR) for cloud products was EUR 81.5 million. The ARR grew by 27 % year-on-year.

Elements is a modular platform, with currently 4 modules that the customer can select. The largest driver of growth is currently the Endpoint Detection and Response (EDR) module that is typically acquired by the customer to complement the Endpoint Protection (EPP) product. Also, other modules (Vulnerability Management and Collaboration protection for Microsoft 365) are contributing to the revenue growth.

Cloud revenue also includes Managed Services revenue, particularly the Countercept MDR (Managed Detection and Response), as well as revenue for Cloud Protection for Salesforce.

On-premise products

Revenue from on-premise product WithSecure Business Suite declined by 11 % to EUR 6.4 million (EUR 7.1 million).

Decrease of on-premise revenue is part of WithSecure's strategic transitioning to cloud-based environments. The customers are increasingly switching to the cloud-based Elements products, leading to a decline over time in the on-premise revenue.

Cyber security consulting

Revenue from cyber security consulting declined by 10 % to EUR 8.9 million (EUR 10.0 million).

WithSecure consultants mostly work with large, multi-national enterprises with complex IT environments and high cyber security risks. Many of the customers operate in the financial sector which is going through some economic uncertainty. In the first quarter, several banking sector customers significantly reduced or fully deferred their spending, to control expenses. With the increasing complexity of IT landscapes and cyber risks, WithSecure expects this to be a temporary decline in the demand for cyber security services.

Gross margin

WithSecure gross margin improved to EUR 24.4 million (EUR 21.3 million) and was 69.3 % of revenue (65.8 %). The improvement relates to the increasing share of software revenue, as well as

good results of hosting cost optimization through development work. Other factors, such as USDbased hosting cost can cause variance in the Gross margin.

Operating expenses

Operating expenses (excluding depreciation & amortization and items impacting comparability) were EUR 31.0 million (EUR 28.7 million). The increase is caused by the growth of personnel expenses in R&D and Administration, mainly driven by salary increases. Also, the comparative period operative activity level is slightly lower than usual, due to demerger preparations.

Depreciation and amortization was EUR 2.6 million (EUR 2.6 million) and amortization of PPA was EUR 0.6 million (EUR 0.7 million).

Profitability

Adjusted EBITDA was EUR -6.2 million (EUR -5.2 million of Estimated comparable EBITDA4 ).

Items affecting comparability (IAC) of EBITDA were EUR -4.6 million (EUR -4.4 million). Of this, approximately EUR -4.5 million relates to the restructuring expense recognized in the first quarter for the estimated outcome of the change negotiations.

EBITDA was EUR -10.8 million (EUR -11.4 million). Comparability of previous year's figure is impacted by the operating expense related to F-Secure operations. For full disclosure of comparable profitability figures, refer to Note 6 (Reconciliation of alternative performance measures).

Cash flow

Cash flow from operating activities before financial items and taxes was EUR -5.3 million (EUR 1.1 million including discontinued operations). Cash flow was driven by negative operative result for the period. Cash flow from operating activities was -6.5 million (EUR -3.3 million including discontinued operations).

Cash flow from investments EUR -12.3 million includes Group's short-term investments in corporate commercial papers.

Discontinued operations (in 2022)

Result of the discontinued operations of 2022 includes the revenue and expenses directly derived from the Consumer security (F-Secure) business, demerged on 30 June 2022. For full disclosure of demerger-related presentation, please refer to Note 7 (Discontinued operations).

4 Estimated comparable EBITDA – see definitions of key figures at the end of the report

Financing, capital structure and capital expenses

The comparative period of Q1 2022 includes both continuing operations (WithSecure) and discontinued operations (F-Secure).

(mEUR) 1–3/2023 1–3/2022 Change % 1–12/2022
Cash and cash equivalents 34.5 111.3 -69 % 55.1
Financial assets at amortized cost 25.7 14.0
Bank loans, non-current 13.0
Lease liabilities, non-current 4.3 6.4 -34 % 4.8
Other loans, non-current 3.6 3.6
Bank loans, current 6.0
Lease liabilities, current 5.3 4.3 24 % 4.8
Capital expenditure, excl. lease assets 1.5 4.4 -83 % 4.8
Capitalized development expenses1) 0.8 0.7 12 % 3.4
ROI, % -35.5 % -6.2 % -30.5 %
Equity ratio, % 78.3 % 73.4 % 79.0 %
Gearing, % -36.0 % -53.7 % -39.9 %

1)Comparative quarterly information is presented for continuing operations only

Liquidity remained at a solid level, but the operative loss is causing negative cash flow. At the end of the quarter, the company had liquid assets in total of EUR 60.2 million (EUR 111.3 million including discontinued operations cash). Liquid assets include investments in short term corporate commercial papers. Cash and cash equivalents include cash in bank accounts and short-term investments in money market instruments with maturity of less than three months. Corporate commercial papers are presented as financial assets at amortized cost.

Equity ratio has improved compared to previous year as the company had external financing in total of EUR 19 million at the end of first quarter 2022. Bank loan was repaid in the second quarter of 2022.

Organization and leadership

Personnel

At the end of the quarter, WithSecure had 1,245 employees, which shows a net decrease of 50 employees (4%) since the previous quarter-end (1,295 on Q4 2022), and a net decrease of 344 employees (22%) compared to the end of March 2022 (1,589). The change during first quarter of 2023 is mostly due to the ongoing restructuring process. In addition, the change from previous year is primarily caused by the demerger on 30 June 2022, where 366 employees transferred to F-Secure.

Leadership team

No changes took place in the company leadership during the quarter.

At the end of the quarter, the composition of the Global Leadership Team was the following:

Juhani Hintikka (President and CEO), Christine Bejerasco (Chief Information Security Officer), Charlotte Guillou (Chief People Officer), Tom Jansson (Chief Financial Officer), Juha Kivikoski (Chief Customer Officer), Antti Koskela (Chief Product Officer), Tim Orchard (Chief Technology Officer), Scott Reininga (EVP, Solutions), Tiina Sarhimaa (Chief Legal Officer) and Ari Vänttinen (Chief Marketing Officer).

Shares, Shareholders' Equity, Own Shares

In the first quarter, 18.6 million (12.7 million) of WithSecure's shares were traded on Nasdaq Helsinki. The highest trading price was EUR 1.74 (5.65), and the lowest price was EUR 1.28 (4.02). The volume weighted average price of WithSecure shares in the first quarter of 2023 was EUR 1.49 (4.72).

The share's closing price on the last trading day of the quarter, 31 March 2023, was EUR 1.53 (4.57). Based on that closing price, the market value of the company's shares, excluding the treasury shares held by the company, was EUR 268 million (EUR 797 million). Large movements are explained by the demerger of F-Secure at the end of second quarter of 2022.

The company has market-based long-term share-based incentive programs for key employees. Information about the programs is disclosed in Note 3 (Share-based payments) and Annual Report of 2022.

Annual General Meeting

The Annual General Meeting (AGM) of WithSecure Corporation was held on 21 March 2023. The meeting confirmed the financial statements for the financial year 2022 and reviewed the remuneration report for governing bodies. The members of the Board and the President and CEO were discharged from liability.

The meeting approved the proposal of the Board of Directors that no dividend will be paid for the financial year 2022 due to the loss-making net result of the year. The company will focus on funding its growth and developing the business.

The AGM decided that the annual remuneration of the Board of Directors will remain unchanged: EUR 80,000 for the Chair of the Board of Directors, EUR 48,000 for the Committee Chairs, EUR 38,000 for the members of the Board of Directors, and EUR 12,667 for the member of the Board of Directors employed by the Company. Approximately 40% of the remuneration will be paid as shares in the Company.

The AGM decided that the number of Board members shall be seven. The following current Board members were re-elected: Risto Siilasmaa, Keith Bannister, Päivi Rekonen, Tuomas Syrjänen and Kirsi Sormunen. Ciaran Martin and Camilla Perselli, who belongs to the personnel of WithSecure Corporation, were elected as new members of the Board of Directors.

The Board elected Risto Siilasmaa as the Chair of the Board. Tuomas Syrjänen was nominated as the Chair of the Personnel Committee and Risto Siilasmaa and Päivi Rekonen as members of the Personnel Committee. Kirsi Sormunen was nominated as the Chair of the Audit Committee and Keith Bannister, Ciaran Martin and Camilla Perselli were nominated as members of the Audit Committee.

Audit firm PricewaterhouseCoopers Oy was re-elected as Auditor of the Company. Mr. Jukka Karinen, APA, acts as the responsible auditor.

The AGM authorised the Board of Directors to decide upon the repurchase of a maximum of 17,459,800 of the Company's own shares in total. The maximum amount equals to approximately 10% of all the shares in the Company, in one or several tranches with the Company's unrestricted equity. The authorization is valid until the conclusion of the next Annual General Meeting, in any case no later than until 30 June 2024.

The AGM authorised the Board of Directors to decide on the issuance of a maximum of 17,459,800 shares in total through a share issue as well as by issuing options and other special rights entitling to shares pursuant to chapter 10, section 1 of the Companies Act in one or several tranches. The maximum number of shares corresponds to 10% of all shares in the Company. The authorisation concerns both the issuance of new shares and the transfer of treasury shares held by the Company. The authorisation is valid until the conclusion of the next Annual General Meeting, in any case until no later than 30 June 2024.

The AGM decided to change Article 10 of the Company's Articles of Association concerning the Annual General Meeting be amended to allow for the General Meeting to be held completely without a meeting venue as a remote meeting.

Full disclosure of the AGM resolutions, as well as the organizing meeting of the Board of Directors held on the same day, has been provided in the Stock Exchange release of 21 March 2023.

Risks and uncertainties

WithSecure operations are subject to risks and uncertainties that can impact on the company's sales, profitability, financial position, market share, reputation, share price or the achievement of its short- and long-term objectives. The matters described here should not be considered as an exhaustive list.

The objective of WithSecure risk management is to identify various risks that could have an impact on the business, and to implement appropriate measures to mitigate the risks. In assessing risks, WithSecure considers both the likelihood and the potential impact of each risk, as well as the resources required to manage and mitigate the risk. Ensuring business continuity in any situations of risks materializing is an essential part of risk management. WithSecure risk management principles and process are described in the Corporate Governance Statement of 2022.

Risks related to cyber security market

Market consolidation

The cyber security market is scattered to many providers of software and services. Also, the large market participants are investing more in the development of embedded security and winning market share. Further consolidation to larger units is considered as a likely development. WithSecure must succeed in finding the right acquisition targets, as well as in integrating the acquired companies into its operations. As one of the smaller players in the market, the company must always keep itself relevant to the customers, by ensuring both up to date technology and good quality, timely services.

Geopolitical risks

WithSecure operates in different countries and is therefore exposed to the country risks of each location. Local regulations are exposing the company to risks, such as unfavorable tax matters or export controls. Changes in regulations or their application, applicable to current or new technologies or services, may adversely affect WithSecure's business operations.

Ukraine war

The war in Ukraine has significantly increased the uncertainty in the world and the risk of unexpected disruptions of the world economy and security stability. Any such events would also impact the WithSecure business. The war has increased the awareness of the importance of cyber security, especially for companies, and it will continue impacting the corporate cyber security market.

For corporate responsibility reasons, WithSecure is not conducting business with any Russian or Belarussian parties, even in cases where it would be permitted by the export control regulations.

Environmental risks

As part of the sustainability materiality analysis, WithSecure has assessed the impact of the environmental risks, especially climate change, on its business. The company is a provider of software and services, and as such not significantly impacted by the environmental risks. Business continuity planning covers scenarios related to unavailability of resources due to natural disasters or other hazards.

Risks related to WithSecure operations and products

Attracting and retaining talent

The unavailability of skilled personnel may result in inability to provide consulting or other services to customers, which could have a direct impact on the company revenue. Competition for skilled personnel is increasing and there is structural undersupply of talent in the cyber security industry. WithSecure is continuously developing and adopting new ways of recruitment, building its own talent and knowledge pools, and investing in training and development of personnel.

Product risks

WithSecure operates in a highly competitive market. Cybercrime is growing fast and becoming more innovative and professional. Large vendors make significant investments in their development and marketing activities, while new vendors are emerging in the market, and the operating system manufacturers are increasing their focus on built-in security features. WithSecure must succeed in maintaining in-depth understanding of cyber security threat landscape, following the hacker techniques and technologies, as well as continuing to innovate in defensive technologies.

Cyber security incident

Cyber security attacks threaten the confidentiality, integrity, and availability of WithSecure products and services, and their mitigation is considered as a high priority in all parts of the company. WithSecure builds cyber resilience by continuously improving its capability to identify, protect, detect, and respond to relevant threats.

Intellectual property rights (IPR)

WithSecure protects its technologies and innovations through copyrights, patents, trademarks, and technology partnerships. While WithSecure uses all available protection mechanisms, the businesses are exposed to risks relating intellectual property claims, particularly in the US markets.

Financial risks

Inflation and interest rates

Rising inflation increases the risk for negative development of the cost structure. This is monitored very closely, and inflation will also most likely require mitigation actions to retain the workforce in the company. Increasing interest rates could limit the possibilities of external funding in the future.

Liquidity risk

After the demerger of cash-positive consumer business, WithSecure must focus on accurate cash planning and prompt collections to ensure liquidity of all group companies and to avoid the needs of short-term financing.

Currency fluctuations

The increasing volume of operations outside the Euro zone in different currencies exposes WithSecure to an increased risk related to currency fluctuations. In order to minimize the impact of the fluctuation of the exchange rates, the Group can use forward currency contracts to eliminate the currency exposure of the estimated cash flow of these currencies.

Events after period-end

No material changes regarding the company's business or financial position have taken place after the end of the quarter.

Financial calendar

WithSecure will publish its financial information in 2023 as follows:

  • 14 July 2023: Half-Year Financial Report for January–June 2023
  • 18 October 2023: Interim Report for January–September 2023

WithSecure observes at least a three-week (21 days) silent period prior to publication of financial reports, during which it refrains from engaging in discussions with capital market representatives or the media regarding WithSecure's financial position or the factors affecting it.

Contact information

Tom Jansson, CFO

Laura Viita, Investor Relations Director +358 50 487 1044 [email protected]

Key ratios and other key figures

1–3/2023 1–3/2022 1–12/2022
PROFITABILITY
Revenue 35,227 32,356 134,700
Cloud-based security products 19,925 15,240 68,711
On-premise security products 6,352 7,136 27,152
Cyber security consulting 8,950 9,980 38,837
Gross margin 24,425 21,305 87,728
Gross margin, % of revenue 69.3% 65.8% 65.1%
Operating expenses -41,132 -36,323 -142,605
Operating expenses for adjusted EBITDA1) -31,050 -28,701 -116,709
Other income, adjusted2) 434 464 2,345
Adjusted EBITDA -6,191 -6,930 -26,672
Adjusted EBITDA, % of revenue -17.6% -21.4% -19.8%
EBITDA -10,787 -11,360 -29,946
EBITDA, % of revenue -30.6% -35.1% -22.2%
Adjusted EBIT -8,746 -9,449 -36,761
Adjusted EBIT, % of revenue -24.8% -29.2% -27.3%
EBIT -13,943 -14,554 -42,552
EBIT, % of revenue -39.6% -45.0% -31.6%
Estimated comparable EBITDA3) -6,191 -5,197 -23,248
Estimated comparable EBITDA, % of revenue -17.6% -16.1% -17.3%
ROI, % 4) -35.5% -6.2% -30.5%
ROE, %4) -32.7% -11.0% -32.5%
Discontinued operations
Profit after taxes of the operations transferred to F-Secure 13,574
Fair value gain recognised from valuation of discontinued
operations' net assets
450,499
Demerger expenses, net of taxes 3,060
Translation difference 1,393
Result for the period 9,358 468,526
CAPITAL STRUCTURE
Equity ratio, %4) 78.3% 73.4% 79.0%
Gearing, %4) -36.0% -53.7% -39.9%
Interest bearing liabilities4) 13,152 29,721 13,208
Cash and cash equivalents4) 34,487 121,569 55,129
SHARE RELATED
Earnings per share, basic and diluted5) -0.06 -0.08 -0.22
Shareholders' equity per share, EUR4) 0.74 0.98 0.80
OTHER
Capital expenditure, excl. lease assets4) 1,466 4,449 4,845
Capitalized development expenses 776 691 2,439
Depreciation and amortization excl. PPA
amortization
-2,555 -2,593 -10,091
Depreciation and amortization -3,157 -3,194 -12,606
Personnel, average4) 1,282 1,630 1,438
Personnel, period end4) 1,245 1,589 1,295

1) From Q3 2022 onwards excludes also costs of services provided to F-Secure under Transitional Services Agreement (TSA).

2) Fees charged from F-Secure equivalent to costs under TSA are adjusted from Other income in calculating Alternative Performance Measures. In addition, changes to fair value of deferred considerations from divestments are treated as adjustments.

3) For periods after the demerger date (30 June 2022), Estimated comparable EBITDA is equivalent to Adjusted EBITDA.

4) Comparative quarterly information is presented for combined operations

5) Earnings per share has been recalculated for comparative periods using average weighted share amount after share issues.

INTERIM REPORT Q1 2023 TABLE SECTION

The Interim Report has been prepared in accordance with IAS 34 Interim Financial Reporting.

All comparative income statement figures in this report have been adjusted according to the restatement. A stock exchange release on the restatement has been published on 16 May 2022.

The accounting principles are the same as in the Annual Report 2022. All figures in the following tables are EUR thousands unless otherwise stated. This financial statement release is unaudited.

Income statement

1–3/2023 1–3/2022 Change % 1–12/2022
Revenue 35,227 32,356 9 % 134,700
Cost of revenue -10,802 -11,052 -2 % -46,972
Gross margin 24,425 21,305 15 % 87,728
Other operating income1) 2,763 464 496 % 12,325
Sales and marketing1) -18,417 -19,949 -8 % -83,118
Research and development1) -13,100 -9,115 44 % -39,143
Administration1) -9,615 -7,258 32 % -20,344
EBIT -13,943 -14,554 -4 % -42,552
Financial net 17 -323 -105 % -1,619
Result before taxes -13,926 -14,877 -6 % -44,171
Income taxes 2,841 1,865 52 % 5,961
Result for the period, continuing
operations
-11,085 -13,011 -15 % -38,210
Result for the period, discontinued
operations2)
9,358 -100 % 468,526
Result for the period, group total -11,085 -3,653 203 % 430,316
Other comprehensive income
Exchange differences on translating foreign
operations, continuing operations
554 2,400 -77 % -1,066
Exchange differences on translating foreign
operations, discontinued operations
-272 -100 % -934
Total other comprehensive income,
continuing operations
-10,531 -10,611 -1 % -39,276
Total other comprehensive income,
discontinued operations
9,086 -100 % 467,592
Total other comprehensive income, group
(parent company owners)
-10,531 -1,525 590 % 428,316
Earnings per share3) 1–3/2023 1–3/2022 Change % 1–12/2022
Earnings per share, basic and diluted, EUR,
combined operations
-0.06 -0.02 181 % 2.51
Earnings per share, basic and diluted, EUR,
continuing operations
-0.06 -0.08 -24 % -0.22
Earnings per share, basic and diluted, EUR,
discontinued operations
0.06 -100 % 2.74

1) From Q3 2022 onwards Other operating income includes fees invoiced from F-Secure under Transitional Services Agreement (TSA, EUR 2.3 million in Q1). Costs related to services provided under TSA are included in operating expenses for Research and Development and Administration (EUR 2.3 million in Q1).

2) Discontinued operations' result includes also the distribution gain, demerger expenses and cumulative translation difference related to disposed business.

3) Earnings per share has been recalculated for comparative periods using average weighted share amount after share issues.

Statement of financial position

Assets 31 Mar 2023 31 Mar 2022 31 Dec 2022
Tangible assets 11,259 12,634 10,749
Intangible assets 22,832 26,921 23,519
Goodwill 83,506 85,862 82,998
Deferred tax assets 6,870 3,282 6,767
Interest bearing receivables, non-current1) 7,154 7,865
Other receivables 1,207 2,781 1,271
Total non-current assets 132,828 131,480 133,169
Interest bearing receivables, current1) 1,240 2,220
Accrued income 6,900 5,032 5,497
Trade and other receivables 32,702 33,740 34,875
Income tax receivables 3,264 2,260 932
Financial asset at fair value through profit and loss 26 26 26
Financial assets at amortized cost 25,694 13,977
Cash and cash equivalents 34,487 111,303 55,129
Assets held for distribution to owners 37,467
Total current assets 104,314 189,829 112,658
Total assets 237,142 321,309 245,827
Shareholders' equity and liabilities 31 Mar 2023 31 Mar 2022 31 Dec 2022
Equity 130,733 171,200 140,089
Interest bearing liabilities, non-current 7,853 19,400 8,369
Deferred tax liability 762 1,581 1,623
Deferred revenue, non-current 22,147 24,170 22,153
Other non-current liabilities 332 300 317
Total non-current liabilities 31,094 45,451 32,462
Interest bearing liabilities, current 5,299 10,155 4,839
Trade and other payables 16,061 22,182 19,868
Provisions 2) 4,358
Income tax liabilities 1,475 790 2,126
Deferred revenue, current 48,125 43,683 46,446
Liabilities directly associated with assets held for
distribution to owners
27,928
Total current liabilities 75,317 104,739 73,279
Total liabilities and equity 237,142 321,309 245,827

1) Interest bearing receivables include receivables related to premises subleased to F-Secure, receivables related to asset transfers in Group subsidiaries in relation to demerger and receivables from divestments.

2) Provision related to restructuring in Q1 2023.

Cash flow statement

Cash flow statement includes both continuing and discontinued operations for periods before Q3 2022.

1–3/2023 1–3/2022 1–12/2022
Cash flow from operations
Result for the period -11,085 -3,653 430,316
Adjustments 5,791 7,805 -433,293
Depreciation and amortization 3,157 3,611 13,025
Non-cash adjustments related to demerger 3,452 -447,828
Restructuring provision 4,358
Other adjustments -1,724 742 1,510
Cash flow from operations before change in working capital -5,294 4,152 -2,977
Change in net working capital 13 -3,009 -11,171
Cash flow from operating activities before financial items
and taxes
-5,281 1,143 -14,148
Net financial items and taxes -1,206 -4,409 -6,096
Cash flows from operating activities -6,487 -3,265 -20,244
Cash flow from investments
Net investments in tangible and intangible assets -1,451 -1,298 -4,770
Divestments of businesses, net of cash 697 -1,144 -734
Investments in financial instruments 1) -11,586 -2 -13,979
Cash flow from investments -12,340 -2,444 -19,483
Cash flow from financing activities
Increase in share capital 75,988 75,988
Repayments of interest-bearing liabilities -19,000
Repayments of lease liabilities -1,496 -1,685 -5,989
Cash flow from financing activities -1,496 74,303 50,999
Change in cash -20,323 68,594 11,273
Cash and cash equivalents at the beginning of the period 55,129 52,940 52,940
Effect of exchange rate changes on cash -320 9 -129
Demerger effect in cash2) 0 -8,955
Cash and cash equivalents at period end1) 34,487 121,543 55,129

1) Other investments are Group's investments in financial assets measured at amortized cost, such as corporate commercial papers. Investments in short term money market instruments with maturity less than three months are presented as Cash and cash equivalents.

2) Demerger effect in cash includes cash transferred to F-Secure from parent company and cash held by F-Secure subsidiaries.

Statement of changes in shareholders' equity

Share capital m fund
miu
Share pre
Unrestricted equity
reserve
Treasury shares Retained earnings Translation
difference
Total
Equity 31 Dec 2021 1,551 165 6,789 -849 87,831 -124 95,363
Total comprehensive income for the year -3,650 2,120 -1,530
Share issue 76,000 76,000
Cost of share-based payments 802 643 -150 1,295
Equity 31 Mar 2022 1,551 165 83,591 -206 84,050 1,996 171,147
Share capital m fund
miu
Share pre
Unrestricted equity
reserve
Treasury shares Retained earnings Translation
difference
Total
Equity 31 Dec 2022 80 0 83,638 -155 58,649 -2,124 140,089
Total comprehensive income for the year -11,085 554 -10,531
Cost of share-based payments 1,176 1,176
Equity 31 Mar 2023 80 0 83,638 -155 48,739 -1,570 130,733

NOTES

1 Significant exchange rates and sensitivity to exchange rate changes

Average rates End rates
One Euro is 1–3/2023 1–3/2022 1–12/2022 31 Mar 2023 31 Mar 2022 31 Dec 2022
USD 1.0706 1.1227 1.1069 1.0875 1.1101 1.0666
GBP 0.8816 0.8358 0.8509 0.8792 0.8460 0.8869
JPY 142.39 129.49 26.13 144.83 135.17 140.66

Effect of changes in exchange rates on profit before taxes

+/-10 % FX rate change, mEUR 1–3/2023 1–3/2022 1–12/2022
USD +0,2/-0,3 -0,3/+0,4 +0,3/-0,3
GBP -0,3/+0,4 -0,1/+0,2 -0,4/+0,5
JPY +0,02/-0,02 +0,2/+0,3 -0,3/+0,4

Group has forward contracts to hedge internal loan receivable in USD. As of 31 March 2023, the nominal value of the forward contracts was EUR 7 million and the market value was EUR 80 thousand.

2 Segment information

The Group has only one segment (security).

Disaggregation of revenue

By sales channels 1–3/2023 1–3/2022 1–12/2022
Cloud-based security products 19,925 15,240 68,711
On-premise security products 6,352 7,136 27,152
Cyber security consulting 8,950 9,980 38,837
Total revenue 35,227 32,356 134,700
By geographical area 1–3/2023 1–3/2022 1–12/2022
Nordic countries 2,983 10,022 40,985
Rest of Europe 10,811 13,812 60,383
North America 5,614 2,584 11,664
Rest of the world 15,820 5,938 21,668
Total revenue 35,227 32,356 134,700

3 Share-based payments

In December 2022 , WithSecure's Board of Directors decided on a new Performance Share Plan for years 2023-2025 within a share-based long-term incentive scheme first announced in February 2020. The plan is offered to the management and selected key employees. The performance criteria for the new plan is WithSecure's total shareholder return (TSR). The aggregate maximum number of shares to ba paid based on the plan is approximately 4,700,000 shares. Expected total cost of the program is EUR 3.3 million, and the rewards have been granted to approximately 110 employees.

In December 2022, WithSecure's Board of Directors also decided on a new Restricted Share Plan for years 2023-2025 within a restricted share plan scheme first announced in September 2020. The plan is offered to selected key employees. The aggregate maximum number of shares to be paid based on the plan is approximately 1,100,000 shares.

4 Intangible and tangible assets

Reported figures include both continuing and discontinued operations for the comparative period.

31 Mar 2023 31 Mar 2022 31 Dec 2022
Book value at the beginning of the financial year 117,266 130,885 130,889
Business combinations and divestments -693 -562
Additions 3,773 4,449 11,542
Disposals -852 -47 -2,183
Depreciation and amortization -3,157 -3,611 -12,606
Translation differences 566 836 -2,670
Demerger effect1) -7,143
Assets classified as held for distribution to owners -6,373
Book value at the end of the period 117,597 125,446 117,266

1)Demerger effect in Q2 2022 includes all WithSecure's Consumer business related tangible and intangible assets which were transferred to F-Secure on June 30, 2022.

5 Fair value measurement of financial assets and liabilities

Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable:

Level 1: Fair values of financial instruments are based on quoted prices in active markets for identical assets and liabilities.

Level 2: Financial instruments are not subject to trading in active and liquid markets. The fair values of financial instruments can be determined based on quoted market prices and deduced valuation.

Level 3: Measurement of financial instruments is not based on verifiable market information, and information on other circumstances affecting the value of the instruments is not available or verifiable.

Carrying
value
Fair value
Financial
assets
Financial liabilities Hierarchy
level
FVTPL Amortised
cost
Amortised cost TOTAL 1 2 3 TOTAL
Cash and cash
equivalents
34,487 34,487
Financial assets
Interest bearing
receivables
26 25,694
8,394
25,720
8,394
25,694 26 8,394 25,720
8,394
Other loans 3,596 3,596 3,596 3,596
Trade
receivables
Trade and other
payables
20,975 2,804 20,975
2,804
Less than 1
year
1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years contractual
ws
Total
cash flo
Carrying
amount
Lease liabilities 5,262 3,595 383 226 118 9,583 9,583
Other loans 3,569 3,569 3,569
Total financial liabilities 5,262 3,595 3,952 226 118 13,152 13,152

On 31 March EUR 13.0 million of Group cash assets were invested in short term deposits for maturity of maximum 3 months. These deposits are included in the balance for Cash and cash equivalents, and their fair value is equivalent to their carrying value. Group's investments in corporate commercial papers are presented as financial assets at amortized cost, and their fair value is equivalent to their carrying value.

Interest bearing receivables include receivables related to premises subleased to F-Secure and receivables related to asset transfers in Group subsidiaries in relation to demerger.

Other loans are liabilities related to asset transfers in Group subsidiaries in relation to the demerger.

6 Reconciliation of alternative performance measures

WithSecure has included certain non-IFRS based alternative performance measures (APM) in financial reporting. Alternative performance measures are provided to reflect the underlying business performance, and to exclude certain non-operational or non-cash valuation items affecting comparability (IAC). The aim is to improve comparability, and alternative performance measures should not be regarded as substitutes for IFRS based measures. Alternative performance measures include EBITDA, adjusted EBITDA and adjusted EBIT. Estimated comparable EBITDA was introduced as additional APM in first half of 2022 to improve comparability during period when Consumer business financials were presented as discontinued operations. Presentation of WithSecure and F-Secure in accordance with IFRS5 did not reflect profitability of neither continuing nor discontinued business on a stand-alone basis prior to the demerger. From Q3 2022 onwards Adjusted EBITDA is equivalent to Estimated comparable EBITDA.

Depreciations, amortization and impairments are excluded from EBITDA. Adjusted EBITDA and adjusted EBIT exclude also IACs which are material items outside the normal course of business. These items are associated with acquisitions, integration costs, gains and losses from the sale of businesses and other items affecting comparability. During the Transitional Services Agreement (TSA) Group's operating expenses include costs of services provided to F-Secure. These costs together with income equivalent to the costs are excluded from APMs. Net impact on APMs from TSA related items is zero. Estimated comparable EBITDA in first and second quarter of 2022 excluded also costs related to research and development provided by WithSecure to F-Secure and cost of premises held by WithSecure but sub-leased to F-Secure.

1–3/2023 1–3/2022 1–12/2022
Estimated comparable EBITDA -6,191 -5,197 -23,248
Adjustments to adjusted EBITDA
Research and development -1,343 -2,558
Facilities held by WithSecure -390 -865
Adjusted EBITDA -6,191 -6,930 -26,672
Adjustments to EBITDA
Other items -70
Restructuring -4,527
Divestments -3,104 -1,480
Demerger -1,325 -1,796
Income for costs under TSA 2,260 8,708
Costs of services under TSA -2,260 -8,708
EBITDA -10,787 -11,360 -29,946
Depreciation, amortization and impairment
losses
-3,157 -3,194 -12,606
EBIT -13,943 -14,554 -42,552
1–3/2023 1–3/2022 1–12/2022
Adjusted EBIT -8,746 -9,449 -36,761
Adjustments to EBIT
PPA amortization -601 -676 -2,515
Other items -70
Restructuring -4,527
Divestments -3,104 -1,480
Demerger -1,325 -1,796
Income for costs under TSA 2,260 8,708
Costs of services under TSA -2,260 -8,708
EBIT -13,943 -14,554 -42,552

Classification of adjusted costs in operating expenses

From Q3 2022 onwards, operating expenses for alternative performance measures exclude also costs of services provided to F-Secure under Transitional Services Agreement.

Operating
Expenses
Costs under
TSA
Restructuring ms
Other ite
Expenses for
adjusted EBIT
Depreciation amortization
PPA
Expenses for
Operating
Adjusted
EBITDA
Q1 2023 Q1 2023
Sales and marketing -18,417 -18,417 1,013 -17,404
Research and development -13,100 1,687 -11,414 1,356 -10,058
Administration -9,615 574 4,527 138 -4,376 186 601 -3,588
Operating expenses -41,132 2,260 4,527 138 -34,206 2,555 601 -31,050

Classification of adjusted income in other operating income

Other
operating
income
Q1 2023
Income
for costs
under
TSA
Other items Other income
for adjusted
EBITDA
Q1 2023
Other operating income 2,763 -2,260 -69 434

7 Discontinued operations

On 17 February 2022 WithSecure announced a plan to pursue towards the separation of the company's consumer security business through a partial demerger. The demerger was completed on June 30, 2022. Starting from the first quarter of 2022, WithSecure has applied the requirements of IFRS5 Non-current Assets Held for Sale and Discontinued Operations in classifying, presenting and accounting for the demerger financial reporting. Result from discontinued operations is reported separately from continuing operations' income and expenses in the consolidated income statement. Comparative periods have been restated accordingly. At the completion of the demerger on June 30, the assets and liabilities related to the discontinued operations were distributed to F-Secure.

On June 30, the demerger was accounted for as a disposal to owners in accordance with IFRIC 17 Distributions of non-cash assets to owners. A distribution gain was calculated based on the difference of the fair value of consumer security business and the book value of the distributed assets and liabilities in consolidated statement of financial position. The distribution gain was recorded in the discontinued operations' profit for the period. The fair value of the consumer security business (EUR 463.0 million) was determined by multiplying the average share price of F-Secure on the first trading day, July 1, (EUR 2,653) by the number of F-Secure shares given as demerger consideration (174,526,944). Book value of the distributed asset and liabilities was EUR 12.5 million resulting in distribution gain of EUR 450.5 million in second quarter.

Demerger-related costs (EUR 3.9 million) were presented under discontinued operations. According to the demerger plan, WithSecure recharged majority of the demerger related costs from F-Secure. The recharge was recognized on the demerger date and reduced the total amount of demerger costs in discontinued operations by EUR 3.8 million. In addition, cumulative translation difference of EUR 1.4 million related to discontinued operations was recognized as income at completion of the demerger in second quarter.

Following information includes discontinued operations' income statement, statement of financial position and cash flow. Statement of financial position represents assets and liabilities related to Consumer security business right before the demerger on 30 June 2022. Income statement for discontinued operations includes revenue and operating expenses which directly derived from Consumer security business and discontinued for continuing business after the demerger. Certain costs related to supporting F-Secure during transition period and costs of premises sub-leased to F-Secure after demerger are not included in Discontinued operations.

1–3/2023 1–3/2022 1–12/2022
Revenue 27,366 54,828
Cost of revenue -2,140 -4,360
Gross margin 25,226 50,468
Other operating income 129 348
Sales and marketing -6,516 -14,637
Research and development -3,711 -7,903
Administration -3,490 -9,503
EBIT 11,637 18,774
Financial net 208 201
Result before taxes 11,845 18,975
Income taxes -2,488 -5,402
Profit after taxes of the operations
transferred to F-Secure
13,574
Fair value gain recognised from valuation of
discontinued operations' net assets
450,499
Demerger expenses 3,762
Taxes related to demerger expenses -702
Translation difference 1,393
Result for the period 9,358 468,526

Income statement for discontinued operations

Statement of financial position for discontinued operations

Assets 30 Jun 2022
Tangible assets 900
Intangible assets 6,244
Deferred tax assets 102
Other long-term receivables 87
Total non-current assets 7,332
Inventories 44
Accrued income 2,090
Trade and other receivables 19,032
Cash and bank accounts 12,716
Total non-current assets 33,882
Total assets 41,214
Liabilities 30 Jun 2022
Deferred tax liability 314
Deferred revenue, non-current 3,310
Other non-current liabilities 75
Total non-current liabilities 3,699
Current interest bearing liabilities 56
Trade and other payables 4,912
Deferred revenue, current 17,303
Income tax liabilities 878
Total current liabilities 23,148
Total liabilities 26,847

Cash flows for discontinued operations

1–3/2023 1–3/2022 1–12/2022
Net cash flow from operating activities 8,057 18,300
Net cash flow from investing activities -500 -600
Net cash flow from financing activities 0 0

Calculation & definition of key figures

Equity ratio, % Total equity
Total assets - deferred revenue
ROI, % Result before taxes + financial expenses (annualized)
Total assets - non-interest bearing liabilities (average)
ROE, % Result for the period (annualized)
Total equity (average)
Gearing, % Interest bearing liabilities - cash and cash equivalents and liquid
financial assets
Total equity
Earnings per share, EUR Profit attributable to equity holders of the company
Weighted average number of outstanding shares
Shareholders' equity per share,
EUR Equity attributable to equity holders of the company
Number of outstanding shares at the end of period
Operating Expenses Sales and marketing, research and development, and
administration costs
EBITDA EBIT + Depreciation, amortization and impairment
Adjusted EBITDA EBITDA +/- items affecting comparability
Adjusted EBIT EBIT +/- items affecting comparability
Annual Recurring Revenue (ARR) Monthly Recurring Revenue of last month of the quarter x 12
Monthly Recurring Revenue (MRR) Recognized revenue within the month excluding non-recurring
revenues
Net Revenue Retention (NRR) 100 % x (MRR of last month of the quarter/MRR of same
month last year for the same customers). NRR includes
expansion revenue, downgrades and customer churn.

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