Interim / Quarterly Report • Jul 16, 2020
Interim / Quarterly Report
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Basware Corporation |https://investors.basware.com/en 1
Half Year Financial Report
January-June 2020

| EUR thousand | 4-6/ 2020 |
4-6/ 2019 |
Change, % |
1-6/ 2020 |
1-6/ 2019 |
Change, % |
2019 |
|---|---|---|---|---|---|---|---|
| Net sales | 37,769 | 36,320 | 4.0 | 76,014 | 72,215 | 5.3 | 148,302 |
| Cloud revenue | 26,841 | 24,752 | 8.4 | 54,615 | 49,034 | 11.4 | 101,442 |
| Cloud ARR order intake | 6,130 | 6,429 | -4.7 | 9,747 | 11,365 | -14.2 | 23,694 |
| EBIT | 1,285 | -6,181 | 1,385 | -13,962 | -14,537 | ||
| EBITDA | 5,156 | -2,245 | 9,226 | -5,905 | 1,403 | ||
| Gearing, %1 | 53.4% | 42.1% | 26.7 | 53.4% | 42.1% | 26.7 | 48.9 |
| Cash and cash equivalents1 | 34,850 | 63,373 | -45.0 | 34,850 | 63,373 | -45.0 | 31,672 |
| Cash flows from operating activities | 5,597 | -3,665 | 12,093 | -2,039 | 4,159 | ||
| Free cash flow metric | -1,293 | -9,794 | 86.8 | -4,873 | -17,610 | 72.3 | -23,829 |
| Earnings per share, diluted, EUR | -0.07 | -0.65 | 89.0 | -0.33 | -1.22 | 73.3 | -1.63 |
| Personnel1 | 1,343 | 1,354 | -0.8 | 1,343 | 1,354 | -0.8 | 1,325 |
| 1 At the end of the period. |
The interim report is unaudited.
Basware reiterates full year guidance as announced on April 21, 2020.
Due to the Covid-19 pandemic, the current economic outlook in Basware's main markets involve significant uncertainties. Basware assumes that global business activity will be negatively impacted in the second and third quarters, and in the fourth quarter business activity will gradually head towards more

normal conditions. Net Sales guidance will be given when it is possible to estimate the Covid-19 pandemic effects more precisely.
Basware's cost base is scalable and has variable cost components that can be reduced to a certain extent to maintain profitability. EBIT for 2020 is expected to be positive.
"I am very pleased with our achievements this quarter. It clearly shows the resilience of our business and our ability to adjust. We continued to serve our customers in extraordinary times and consistently execute our strategy. Considering the current business environment where there is significant uncertainty caused by Covid-19 pandemic, our sales performance in the second quarter was very strong and order intake amounted to EUR 6.1 million. Dr1v Automotive, Restalliance, Munters and Fieldale Farms Corporation, among others chose our market leading solutions this quarter. As countries slowly began to reopen, we also saw positive development in our sales pipeline in the latter part of the quarter.
Cloud revenues increased 8 percent in the quarter. Transaction volumes in the Basware Network declined during April and May but regained momentum, and in June they were almost at the same level as last year. Total revenues amounted to EUR 37.8 million, an increase of 4 percent compared to second quarter of 2019. Scalability of the business continues to progress, and we were able to improve EBIT sequentially from the first quarter of the year despite the challenges caused by the pandemic. Basware reiterates its positive EBIT guidance for full year 2020 and net sales guidance will be issued once there is clearer visibility on the effects of the Covid-19 pandemic on Basware's business in 2020.
The team at Basware has adjusted to the current circumstances, successfully operating with remote ways of working in all business functions in all countries. We have followed the cost actions announced in the first quarter and have not needed to take further measures. We solved the capacity issues in validation services with the third-party provider beginning of June and since then Basware has been fully operational at normal service levels.
We also continued to execute on our R&D initiatives as planned in the second quarter. Leveraging artificial intelligence and machine learning across the solution suite will further improve efficiency and scalability to our customers. In this quarter the next generation of our SmartPDF service, which uses machine learning to capture invoice data without any human intervention, was launched for selected pilot customers. A very important milestone reached this quarter.
The Covid-19 pandemic has created unprecedented challenges to many organizations, especially those that still have manual and paper-based invoice and procurement processes. Digital and automated Purchase-to-Pay processes are crucial for cash flow management and optimizing spend, as well as for enabling remote work. The long-term outlook for cloud-based networked Purchase-to-Pay solutions remains highly attractive."
| Net sales by revenue type, EUR thousand | 4-6/ | 4-6/ | Change, | 1-6/ | 1-6/ | Change, | |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | % | 2020 | 2019 | % | 2019 | |
| Cloud | 26,841 | 24,752 | 8.4 | 54,615 | 49,034 | 11.4 | 101,442 |
| Consulting | 7,197 | 6,052 | 18.9 | 13,693 | 11,493 | 19.1 | 24,962 |
| Maintenance, license and other | 3,731 | 5,516 | -32.4 | 7,706 | 11,688 | -34.1 | 21,899 |
| Total | 37,769 | 36,320 | 4.0 | 76,014 | 72,215 | 5.3 | 148,302 |

| Net sales by customer location, EUR | 4-6/ | 4-6/ | Change, | 1-6/ | 1-6/ | Change, | |
|---|---|---|---|---|---|---|---|
| thousand | 2020 | 2019 | % | 2020 | 2019 | % | 2019 |
| Americas | 8,783 | 7,600 | 15.6 | 17,645 | 14,819 | 19.1 | 31,796 |
| Europe | 13,001 | 12,119 | 7.3 | 25,789 | 23,978 | 7.6 | 50,687 |
| Nordics | 14,015 | 14,414 | -2.8 | 28,525 | 29,148 | -2.1 | 57,441 |
| APAC | 1,971 | 2,187 | -9.9 | 4,056 | 4,270 | -5.0 | 8,379 |
| Total | 37,769 | 36,320 | 4.0 | 76,014 | 72,215 | 5.3 | 148,302 |

Basware's net sales for the second quarter amounted to EUR 37,769 thousand (EUR 36,320 thousand), an increase of 4.0 percent. This equated 4.5 percent organic growth at constant currencies.
In the first half of 2020, Basware's net sales amounted to EUR 76,014 thousand (EUR 72,215 thousand), an increase of 5.3 percent. This equated to 5.6 percent organic growth at constant currencies.
Cloud revenues continued to grow during the second quarter. Cloud revenues in the second quarter were EUR 26,841 thousand (EUR 24,752 thousand), up by 8.4 percent, and accounted for 71.1 percent (68.1%) of net sales. This equated to 8.8 percent organic growth at constant currencies. The cloud revenue growth rate was negatively impacted by lower transaction volumes as a result of the Covid-19 situation. As part of the productivity programme, Basware has not continued non-strategic unprofitable contracts which also impacted the cloud growth rate.
In the second quarter consulting revenues increased 18.9 percent, which equated to 20.0 percent organic increase at constant currencies.
Maintenance and license revenues declined in line with expectations as Basware transitions customers to the cloud. In the second quarter maintenance, license and other revenue decreased 32.4 percent, which equated to 31.6 percent organic decrease at constant currencies.
| EUR thousand | 4-6/ 2020 |
4-6/ 2019 |
Change, % |
1-6/ 2020 |
1-6/ 2019 |
Change, % |
2019 |
|---|---|---|---|---|---|---|---|
| Cloud | 6,130 | 6,429 | -4.7 | 9,747 | 11,365 | -14.2 | 23,694 |


Basware's total cloud annual recurring revenue (ARR) gross order intake in the second quarter amounted to EUR 6,130 thousand (EUR 6,429 thousand), a decrease of 4.7 percent against a strong comparison period. This equated to 4.4 percent decline on an organic constant currency basis.
In the first half of the year, Basware's cloud order intake amounted to EUR 9,747 thousand (EUR 11,365 thousand), a decrease of 14.2 percent. This equated to 14.1 percent decline on an organic constant currency basis.
There will be a time lag before order intake is visible in net sales. Historically, around one quarter of new ARR order intake converts into revenues in the year that it is won, with roughly fifty to sixty percent converting to revenues in the second year and the remainder thereafter. Further information on the definition of annual recurring revenue gross order intake is included in the section on Definitions of Alternative Performance Measures and Key Indicators.
| EUR thousand | 4-6/ | 4-6/ | Change, | 1-6/ | 1-6/ | Change, | |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | % | 2020 | 2019 | % | 2019 | |
| Net sales | 37,769 | 36,320 | 4.0 | 76,014 | 72,215 | 5.3 | 148,302 |
| Cost of sales | -16,589 | -18,502 | -10.3 | -34,062 | -36,649 | -7.1 | -71,493 |
| Gross profit | 21,180 | 17,819 | 18.9 | 41,952 | 35,566 | 18.0 | 76,810 |
| Sales and marketing | -9,496 | -12,207 | -22.2 | -20,262 | -23,582 | -14.1 | -45,190 |
| Research and development | -6,516 | -6,908 | -5.7 | -12,692 | -14,312 | -11.3 | -26,815 |
| General and administration | -3,253 | -2,673 | 21.7 | -6,829 | -7,280 | -6.2 | -14,572 |
| Total operating expenses | -19,265 | -21,788 | -11.6 | -39,783 | -45,174 | -11.9 | -86,577 |
| Other operating income and expenses | -631 | -2,211 | -71.5 | -784 | -4,354 | -80.2 | -4,770 |
| EBIT | 1,285 | -6,181 | 1,385 | -13,962 | -14,537 | ||
| Adjusted EBITDA | 5,287 | -213 | 9,298 | -1,913 | 5,185 |
In the second quarter, cost of sales amounted to EUR 16,589 thousand (EUR 18,502 thousand), a decrease of 10.3 percent. The cloud gross margin was 68 percent in the second quarter, up 5 percent points in comparison to the second quarter of 2019.
Out of total operating expenses, sales and marketing expenses decreased 22.2 percent, research and development expenses decreased 5.7 percent and general and administration expenses increased 21.7 percent. Operating expenses were reduced as a result of actions taken as part of the 2019 productivity programme and actions taken in March 2020 due to Covid-19. The integration of the business development and alliances team to direct sales in 2019 affected the year-on-year growth rate of Sales and marketing costs. General and administration costs in the second quarter of 2019 were lowered by reversal of share-based compensation accruals due to changes in Executive Team, affecting the year-onyear growth rate.
Basware's research and development investments including capitalizations but excluding amortizations totalled EUR 6,441 thousand (EUR 7,072 thousand), or 17.1 percent (19.5%) of net sales during the quarter.
Basware's adjusted EBITDA was EUR 5,287 thousand (EUR -213 thousand) in the second quarter. The adjustments to EBITDA totalled EUR 131 thousand (EUR 2,032 thousand) in the quarter. Other operating income and expenses amounted to EUR -631 thousand (EUR -2,211 thousand).
Basware's EBIT for the quarter amounted to EUR 1,285 thousand (EUR -6,181 thousand).
In the first half of the year, Basware's adjusted EBITDA was EUR 9,298 thousand (EUR -1,913 thousand) and operating profit EUR 1,385 thousand (EUR -13,962 thousand).

Basware's loss before tax was EUR -1,372 thousand (EUR -8,981 thousand) and loss for the quarter EUR -1,038 thousand (EUR -9,413 thousand). Taxes for the quarter impacted the result by EUR 334 thousand (EUR -432 thousand).
Diluted earnings per share were EUR -0.07 (EUR -0.65) for the quarter.
Cash flows from operating activities were EUR 5,597 thousand (EUR -3,665 thousand) in the second quarter. The improvement in cash flows compared to 2019 was mainly due to higher profitability and the taking into use of a number of payment deferral opportunities offered by different entities as a result of the Covid-19 situation. The net impact of this was approximately EUR 4.5 million positive on the first half 2020 cash balance, mostly impacting to the second quarter. These payment deferrals are mostly repayable in the second half of 2020 so the net impact on full year 2020 is not expected to be significant and do not impact the income statement.
During the second quarter Basware did not see material changes in customer payment behaviour, however due to the uncertainty related to the market environment the company has reviewed the bad debt provision.
Basware's cash and cash equivalents including short-term deposits totalled EUR 34,850 thousand (EUR 63,373 thousand) at the end of the quarter. The comparison period cash position was higher because of financing entered into in the second quarter of 2019 prior to repaying the EUR 30 million club loan in September 2019.
Basware's total assets on the balance sheet at the end of the quarter were EUR 227,631 thousand (EUR 256,661 thousand). Net cash flows from investments were EUR -2,582 thousand (EUR -2,925 thousand) in the quarter.
The equity ratio was 38.4 percent (38.1%) and gearing 53.4 percent (42.1%). The company's interestbearing liabilities excluding leasing liabilities totalled EUR 64,830 thousand (EUR 87,307 thousand), of which current liabilities accounted for EUR 2,172 thousand (EUR 11,996 thousand). The return on investment was 3.5 percent (-13.1%) and return on equity -4.7 percent (-37.0%) in the quarter.
The purpose of the free cash flow metric is to provide a clear view of all costs related to Basware's operations. From the second quarter of 2019 Basware publishes free cash flow metric on a quarterly basis to enable investors to track the progress towards the expectation that Basware reaches positive free cash flow on a run-rate basis by the end of 2020. The definition for free cashflow metric is disclosed in Definitions of Alternative Performance Measures and Key Indicators.
| EUR thousand | 4-6/ 2020 |
4-6/ 2019 |
Change, % |
1-6/ 2020 |
1-6/ 2019 |
Change, % |
2019 |
|---|---|---|---|---|---|---|---|
| EBITDA | 5,156 | -2,245 | 9,226 | -5,905 | 1,403 | ||
| Capitalizations | -2,605 | -2,964 | -12.1 | -5,716 | -5,957 | -4.0 | -10,617 |
| Finance expenses | -2,865 | -2,786 | 2.9 | -5,886 | -3,436 | 71.3 | -9,091 |
| Taxes, excl. deferred taxes | -107 | -269 | -60.1 | -735 | -364 | -1,341 | |
| Payment of lease liabilities | -1,030 | -1,080 | -4.6 | -2,204 | -2,032 | 8.5 | -4,372 |
| Share based compensation, share part | 158 | -450 | 443 | 84 | 188 | ||
| Free cash flow metric | -1,293 | -9,794 | 86.8 | -4,873 | -17,610 | 72.3 | -23,829 |

The free cash flow metric amounted to EUR -1,293 thousand (EUR -9,794 thousand) in the second quarter. The free cash flow metric improved in comparison to the second quarter of 2019 mainly due to improved profitability.
| 4-6/ | 4-6/ | Change, | 1-6/ | 1-6/ | Change, | ||
|---|---|---|---|---|---|---|---|
| Personnel on average by area | 2020 | 2019 | % | 2020 | 2019 | % | 2019 |
| Americas | 107 | 126 | -15.3 | 107 | 134 | -19.9 | 121 |
| Europe | 375 | 379 | -1.1 | 371 | 381 | -2.8 | 374 |
| Nordics | 429 | 450 | -4.7 | 428 | 450 | -5.0 | 437 |
| APAC | 432 | 418 | 3.3 | 431 | 419 | 2.9 | 417 |
| Total | 1,342 | 1,373 | -2.3 | 1,337 | 1,384 | -3.4 | 1,349 |
Basware employed 1,342 (1,373) people on average during the quarter and 1,343 (1,354) at the end of the quarter.
On June 30, 2020, 13.8 percent (15.3%) of the personnel worked in sales and marketing, 33.0 percent (33.9%) in R&D and production and products, 42.7 percent (40.5%) in customer services and 10.5 percent (10.3%) in administration.
Basware's personnel expenses were EUR 22,307 thousand (EUR 23,685 thousand) in the quarter.
| Share Indicators | 1-6/2020 | 1-6/2019 | 2019 |
|---|---|---|---|
| Share price performance, EUR | |||
| - lowest price | 15.66 | 17.82 | 16.76 |
| - highest price | 32.25 | 41.10 | 41.10 |
| - average price | 25.33 | 26.08 | 23.61 |
| - closing price | 29.85 | 18.16 | 23.75 |
| Market capitalization at end of period1 , EUR |
430,271,631 | 261,461,124 | 341,943,926 |
| Number of shares1 | |||
| - at end of the period | 14,414,460 | 14,397,639 | 14,397,639 |
| - average during the period | 14,400,274 | 14,379,393 | 14,388,469 |
| - average during the period, diluted | 14,639,055 | 14,379,393 | 14,473,519 |
| Number of traded shares (share issue adjusted) in Nasdaq Helsinki | 3,079,929 | 1,691,083 | 4,204,444 |
| % of average number of shares | 21.4% | 11.8% | 29.2% |
| Treasury shares held by the Company | 6,476 | 4,297 | 4,297 |
| % of total shares | 0.0% | 0.0% | 0.0% |
| Share capital, EUR | 3,528,368 | 3,528,368 | 3,528,368 |
| Earnings per share, undiluted, EUR | -0.33 | -1.22 | -1.63 |
| Earnings per share, diluted, EUR | -0.33 | -1.22 | -1.63 |
| Adjusted earnings per share, undiluted, EUR | -0.33 | -0.94 | -1.37 |
| Adjusted earnings per share, diluted, EUR | -0.33 | -0.94 | -1.37 |
| Equity per share, EUR | 6.07 | 6.79 | 6.53 |
| Price per earnings (P/E) 1 Excluding treasury shares |
-91.77 | -14.86 | -14.58 |

Basware had 13,239 (12,902) shareholders at the end of the quarter, including nominee-registers. Nominee-registered holdings accounted for 52.4 percent (54.3%) of the total number of shares.

During 2020, Basware Corporation received the following notifications from major shareholders:
| Announcement date | Shareholder | Threshold | Total holding, % |
|---|---|---|---|
| February 11 | Briarwood Chase Management LLC | Above 5% | 5.00% |
Basware Corporation's Annual General Meeting 2020 was held on June 4, 2020. The Annual General Meeting adopted the financial statements and discharged the responsible parties from liability for the financial period January 1-December 31, 2019. The remuneration policy was adopted, and the Annual General Meeting decided that no dividend will be paid for the year 2019.
The Annual General Meeting decided the number of members of the Board of Directors to be five. Mr. Ilkka Sihvo, Mr. Michael Ingelög, Mr. Daryl Rolley and Mr. Asko Schrey were re-elected as members of the Board of Directors and Ms. Minna Smedsten was elected as a new member. In its organizing meeting, the Board of Directors elected Michael Ingelög as the Chair and Ilkka Sihvo as the Vice Chair of the Board. Minna Smedsten was elected as the Chair of the Audit Committee and Asko Schrey and Michael Ingelög as its members. Ilkka Sihvo was elected as the Chair of the Remuneration Committee and Daryl Rolley and Michael Ingelög as its members.
Ernst & Young Oy, Authorized Public Accounting Firm, was elected as the company's auditor.
The Board of Directors was authorized to decide on repurchasing a maximum of 1,420,000 company's own shares. The company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition. The repurchase

authorization shall be valid for 18 months and it shall revoke the previous authorizations for repurchasing the company's own shares.
The Board of Directors was authorized to decide on issuing new shares or conveying the company's own shares held by the company or granting special rights entitling to shares. The Board of Directors may grant special rights, which carry the right to receive, against payment, new shares of the company or the company's own shares held by the company. A total maximum of 260,000 new shares may be issued or company's own shares held by the company may be conveyed for the purposes of company's incentive program, and in addition, a total maximum of 720,000 new shares may be issued or company's own shares held by the company may be conveyed for other purposes than company's incentive program. The subscription price of the new shares and the consideration payable for the company's own shares shall be recorded under the invested non-restricted equity fund. The Board of Directors shall decide on all other terms and conditions related to the authorizations. The authorizations shall be valid until for 18 months.
On June 4, 2020 Basware announced via stock exchange release the resolutions of the Annual General Meeting. The resolutions from Annual General Meetings are available on Basware's investor website at https://investors.basware.com/en/annual-general-meeting
Basware is a global market leader in networked Purchase-to-Pay with the largest e-invoicing network in the world. The market opportunity is estimated to be worth EUR 15 billion annually and its driven by global megatrends such as digitalization and automation, increased regulation, rapid technological development and sustainability. Basware is focused on scalable growth and profitability, increasing operational efficiency in the strategic business and simplifying operations.
Basware's key growth markets are the US, UK, Germany and France, where the company sees the greatest opportunity to win new customers. Each of Basware's top 200 key customers brought on average approximately EUR 250 thousand annual recurring cloud revenue in 2019. Through add-on sales and geographical expansions, there is potential to increase the average revenue from customers.
Once Basware wins a new customer they typically stay with the company for many years. In 2019 Basware's gross renewal rate was 95 percent and net renewal rate was 104 percent. The gross margin for cloud revenues at the end of 2019 was 65 percent. Together these make the lifetime value of customer contracts high. In 2019 Basware had a customer lifetime value to customer acquisition cost ratio of 7 times.
Basware's long-term goal is to become the networked Source-to-Pay vendor of choice. Basware moves forward to its vision through five Must-Wins, which define strategic priorities for the period 2020-2022. The Must-Wins relate to customer satisfaction, project delivery capabilities, procurement solution, selling with advisory partners and cloud transformations. First Must-Win relates to customer satisfaction, which is a priority across all functions, from first contact to project delivery, products and support. Second Must-Win is enhancing delivery capabilities: each project should have the optimal resources for a timely customer delivery. Basware also needs to support the continuous improvement and change programs of customers. Thirdly, Basware's aim is to further strengthen its procurement solution and entire Source-to-Pay solution through partnerships and open API architecture. Fourthly, Basware aims to accelerate cloud growth through "sell with" advisory partners. Finally, the last Must-Win battle is to complete the last phase in customer cloud transformations and reallocate resources to long-term strategic areas.
Basware operates in a market where technological innovation plays a key role. While Basware is recognized as a leader within its segments by independent analysts, it is critical that Basware continues to innovate and develop its offering. Basware invests in product development to ensure the

competitiveness of its product portfolio and good end-to-end quality, which impacts customer satisfaction, customer retention and expansion.
Basware has a growth strategy with high net sales growth expectations for the cloud business. Executing the strategy requires significant investments in sales and marketing and related resources in addition to optimized pricing model and efficient customer delivery. At the same time, the industry transformation from an on-premise license-based business model to a SaaS model will accelerate the decline of certain Basware revenue streams, including license sales and maintenance. The transformation will also make consulting revenues more volatile. Until the transformation is complete, this will act as a drag on Group net sales growth. The churn rate may increase as Basware consolidates its product portfolio to focus on strategic high gross margin business.
Market disruptions such as consolidation of significant competitors, aggressive entries of new competitors or emergence of disruptive technologies may be a risk to Basware's position as a market leader and to Basware's market share.
The fact that more than 50 percent of the company's sales are expected to come from non-euro countries exposes the Group's net sales growth to foreign exchange rate movements. In case there is a significant movement of USD, GBP, NOK, SEK or AUD against the euro, reported net sales may be affected. In addition, a proportion of Basware's costs are denominated in INR and RON. The uncertainty around the status of the UK in relation to the European Union may have a negative impact on Basware's ability to do business in the UK.
Basware considers acquisitions as part of its strategy. Acquisitions entail risks, such as failure in integrating acquisitions or in ensuring that the planned financial benefits and synergies of the acquisitions materialize.
Basware's biggest operational risks relate to service disruption as a result of for example data centre failures, various data security threats and non-compliance risks related to Basware's solutions and services, the company's activities or its employees' behaviour. Operational risks are actively managed by continuous improvement in risk monitoring and protection practices, external assessments as well as internal training of Basware's personnel.
The Covid-19 pandemic may have an impact on the timing of organisations' IT project decisions and implementations and on the global volume of invoices sent and received. This may impact Basware's order intake, revenues, operating profit and cash flow. Basware has a business continuity plan in place including extensive remote working capabilities across all functions, however should the Covid-19 situation materially affect employees' ability to work, this may disturb Basware's ability to serve its customers.
On June 4, 2020, The Board of Directors decided on an issue of 19,000 new shares in the company to the company itself without consideration. The new shares to be issued to the company will be used for reward payments under the company's incentive programs. The new shares to be issued are of the same class as the existing shares in the company. The total number of the company's shares after the share issue is 14,420,936 shares
As a result of the share issue, the Board of Directors also decided upon the adjustment of the number of shares that can be subscribed on the basis of the 1,000 freely transferable warrants issued by the company to Bregal Milestone in March 2019. Following such adjustment, the warrants entitle their holder to subscribe for a total of 1,001,000 shares in the company (before the adjustment, 1,000,000 shares) at an adjusted subscription price of EUR 29.8764 per share (before the adjustment, the subscription price per share was EUR 29.9158). To increase the number of shares that may be subscribed for with the warrants, the Board of Directors decided to issue special rights that entitle their holder to subscribe for

1,000 new shares in the company. These adjustments to the terms and conditions of the warrants became effective upon registration with the Finnish Trade Register on June 17, 2020.
On June 23, 2020, Basware conveyed its own shares in a directed share issue for the reward payment of Performance Share Plan 2017-2019, Matching Share Plan 2017 and Restricted Share Plan 2017. In the share issue, 16,821 Basware shares were issued and conveyed without consideration to the key persons participating in the plans according to the terms and conditions of the incentive schemes. After the directed share issue, the company holds 6,476 own shares.
Basware aims for consistent cloud revenue growth. Cloud revenues are impacted by cloud order intake, churn and network transaction volume driven revenues. Approximately thirty percent of Basware's network transaction services revenues are subscription based. Cloud churn continues to be affected by non-strategic contracts which are not renewed.
Overall improvements in scalability and operational efficiency are expected to continue. However due to the Covid-19 situation there may be some impact to the timing of these improvements.
Consulting business productivity is expected to improve as a result of actions taken as part of the productivity programme launched in April 2019. Demand for consulting services is driven primarily by new customer wins and expansion sales to existing customers.
Revenues from maintenance and license will continue to decline as Basware transitions existing licence customers to cloud services. The rate of decline has been increased by end-of-life actions taken during 2019.
Basware reiterates full year guidance as announced on April 21, 2020.
Due to the COVID-19 pandemic, the current economic outlook in Basware's main markets involve significant uncertainties. Basware assumes that global business activity will be negatively impacted in the second and third quarters, and in the fourth quarter business activity will gradually head towards more normal conditions. Net Sales guidance will be given when it is possible to estimate the COVID-19 pandemic effects more precisely.
Basware's cost base is scalable and has variable cost components that can be reduced to a certain extent to maintain profitability. EBIT for 2020 is expected to be positive.
Espoo, Finland, on Wednesday, July 15, 2020
BASWARE CORPORATION
Board of Directors
Klaus Andersen, CEO
| EUR thousand | 4-6/ 2020 |
4-6/ 2019 |
Change, % |
1-6/ 2020 |
1-6/ 2019 |
Change, % |
2019 |
|---|---|---|---|---|---|---|---|
| NET SALES | 37,769 | 36,320 | 4.0 | 76,014 | 72,215 | 5.3 148,302 | |
| Cost of sales | -16,589 | -18,502 | -10.3 | -34,062 | -36,649 | -7.1 | -71,493 |
| GROSS PROFIT | 21,180 | 17,819 | 18.9 | 41,952 | 35,566 | 18.0 | 76,810 |
| Sales and marketing | -9,496 | -12,207 | -22.2 | -20,262 | -23,582 | -14.1 | -45,190 |
| Research and development | -6,516 | -6,908 | -5.7 | -12,692 | -14,312 | -11.3 | -26,815 |
| General and administration | -3,253 | -2,673 | 21.7 | -6,829 | -7,280 | -6.2 | -14,572 |
| Total operating expenses | -19,265 | -21,788 | -11.6 | -39,783 | -45,174 | -11.9 | -86,577 |
| Other operating income and expenses | -631 | -2,211 | -71.5 | -784 | -4,354 | -82.0 | -4,770 |
| OPERATING PROFIT/LOSS | 1,285 | -6,181 | 1,385 | -13,962 | -14,537 | ||
| Finance income and expenses | -2,656 | -2,799 | -5.1 | -5,422 | -3,419 | 58.6 | -9,125 |
| PROFIT/LOSS BEFORE TAX | -1,372 | -8,981 | 84.7 | -4,037 | -17,381 | 76.8 | -23,663 |
| Income tax | 334 | -432 | -647 | -196 | 223 | ||
| PROFIT/LOSS FOR THE PERIOD | -1,038 | -9,413 | 89,0 | -4,684 | -17,577 | 73.4 | -23,440 |
| Other comprehensive income | |||||||
| Other comprehensive income that will | |||||||
| not be reclassified to profit or loss | |||||||
| Remeasurement of employee benefits | 5 | -18 | -3 | -16 | -2 | ||
| Other comprehensive income that may be | |||||||
| reclassified subsequently to profit or loss | |||||||
| Exchange differences on translating | -583 | -1,716 | -66.0 | -2,686 | 354 | 1,974 | |
| foreign operations | |||||||
| Cash flow hedges Income tax relating to components of |
-44 | -137 | -67.9 | -199 | 28 | -162 | |
| other comprehensive income | 30 | 71 | -58.3 | 76 | -74 | -86 | |
| Other comprehensive income for the year | |||||||
| net of tax | -593 | -1,799 | 67.1 | -2,812 | 293 | 1,723 | |
| TOTAL COMPREHENSIVE INCOME | -1,630 | -11,212 | 85.5 | -7,496 | -17,284 | 56.6 | -21,716 |
| Profit/loss attributable to: | |||||||
| Equity holders of the parent company | -1,038 | -9,413 | 89.0 | -4,684 | -17,577 | 73.4 | -23,440 |
| Total comprehensive income attributable | |||||||
| to: | |||||||
| Equity holders of the parent company | -1,630 | -11,212 | 85.5 | -7,496 | -17,284 | 56.6 | -21,716 |
| Earnings per share | |||||||
| undiluted, EUR | -0.07 | -0.65 | 89.0 | -0.33 | -1.22 | 73.3 | -1.63 |
| diluted, EUR | -0.07 | -0.65 | 89.0 | -0.33 | -1.22 | 73.3 | -1.63 |
| EUR thousand | Jun 30, 2020 | Jun 30, 2019 | Change, % | Dec 31, 2019 |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets | 43,958 | 44,919 | -2.1 | 44,402 |
| Goodwill | 78,590 | 79,231 | -0.8 | 80,345 |
| Tangible assets | 1,076 | 1,111 | -3.2 | 1,075 |
| Right-of-use assets | 15,712 | 16,522 | -4.9 | 15,842 |
| Non-current financial assets | 38 | 38 | 0.0 | 38 |
| Other receivables | 3,581 | 3,840 | -6.7 | 4,193 |
| Contract assets | 37 | 482 | -92.3 | 168 |
| Deferred tax assets | 9,912 | 8,166 | 21.4 | 9,654 |
| Non-current assets | 152,904 | 154,309 | -0.9 | 155,716 |
| Current assets | ||||
| Trade receivables | 29,731 | 27,199 | 9.3 | 27,424 |
| Other receivables | 8,752 | 8,391 | 4.3 | 7,842 |
| Contract assets | 1,028 | 2,702 | -61.9 | 1,561 |
| Income tax receivables | 367 | 688 | -46.7 | 366 |
| Cash and cash equivalents | 34,850 | 63,373 | -45.0 | 31,672 |
| Current assets | 74,727 | 102,352 | -27.0 | 68,865 |
| ASSETS | 227,631 | 256,661 | -11.3 | 224,581 |

| EUR thousand | Jun 30, 2020 | Jun 30, 2019 | Change, % | Dec 31, 2019 |
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| Shareholders' equity | ||||
| Share capital | 3,528 | 3,528 | 0.0 | 3,528 |
| Share premium account | 1,187 | 1,187 | 0.0 | 1,187 |
| Treasury shares | 0 | -98 | 100.0 | -98 |
| Invested unrestricted equity fund | 110,290 | 110,388 | -0.1 | 110,388 |
| Other reserves | 477 | 806 | -40.8 | 653 |
| Translation differences | -10,854 | -9,797 | 10.8 | -8,226 |
| Retained earnings | -17,182 | -8,228 | -13,347 | |
| Shareholders' equity | 87,447 | 97,786 | -10.6 | 94,086 |
| Non-current liabilities | ||||
| Deferred tax liability | 5,117 | 4,907 | 4.3 | 5,003 |
| Interest-bearing liabilities | 62,657 | 75,311 | -16.8 | 58,889 |
| Leasing liabilities, interest-bearing | 13,057 | 13,651 | -4.4 | 13,412 |
| Other non-current financial liabilities | 0 | 9 | -100.0 | 0 |
| Contract liabilities | 2,327 | 2,696 | -13.7 | 3,184 |
| Liabilities from employee benefits | 380 | 372 | 2.4 | 377 |
| Non-current liabilities | 83,539 | 96,947 | -13.0 | 80,864 |
| Current liabilities | ||||
| Interest-bearing liabilities | 2,172 | 11,996 | -81.9 | 1,996 |
| Leasing liabilities, interest-bearing | 3,647 | 3,606 | 1.1 | 3,392 |
| Trade payables and other liabilities | 27,453 | 24,593 | 11.6 | 28,468 |
| Contract liabilities | 22,718 | 20,118 | 12.9 | 15,260 |
| Income tax liabilities | 616 | 97 | 249 | |
| Current provisions | 38 | 1,518 | -97.5 | 266 |
| Current liabilities | 56,645 | 61,928 | -8.5 | 49,631 |
| EQUITY AND LIABILITIES | 227,631 | 256,661 | -11.3 | 224,581 |

| EUR thousand | Share capital |
Share premium account |
Treasury shares |
Inv. Un restricted equity |
Other reserves |
Translation differences |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY Jan 1, 2020 |
3,528 | 1,187 | -98 | 110,388 | 653 | -8,226 | -13,347 | 94,086 |
| Comprehensive income | -2,629 | -4,690 | -7,319 | |||||
| Share based payments | 98 | -98 | 857 | 857 | ||||
| Defined benefit plan | -3 | -3 | ||||||
| Cash flow hedges | -175 | -175 | ||||||
| SHAREHOLDERS' EQUITY Jun 30, 2020 |
3,528 | 1,187 | 0 | 110,290 | 477 | -10,854 | -17,182 | 87,447 |
| Share | Share premium |
Treasury | Inv. Un restricted |
Other | Translation | Retained | ||
|---|---|---|---|---|---|---|---|---|
| EUR thousand | capital | account | shares | equity | reserves | differences | earnings | Total |
| SHAREHOLDERS' EQUITY Jan 1, 2019 |
3,528 | 1,187 | -638 | 110,928 | 832 | -10,131 | 5,042 | 110,749 |
| Comprehensive income | 335 | -17,577 | -17,241 | |||||
| Share based payments | 540 | -540 | -370 | -370 | ||||
| Defined benefit plan | -16 | -16 | ||||||
| Cash flow hedges | -26 | -26 | ||||||
| Warrants | 4,691 | 4,691 | ||||||
| SHAREHOLDERS' EQUITY Jun 30, 2019 |
3,528 | 1,187 | -98 | 110,388 | 806 | -9,797 | -8,228 | 97,786 |

| EUR thousand | 4-6/ 2020 |
4-6/ 2019 |
1-6/ 2020 |
1-6/ 2019 |
2019 |
|---|---|---|---|---|---|
| Cash flows from operating activities | |||||
| Profit/loss for the period | -1,038 | -9,413 | -4,684 | -17,577 | -23,440 |
| Adjustments for profit: | |||||
| Depreciation and amortisation | 3,871 | 3,936 | 7,841 | 8,057 | 15,941 |
| Unrealised foreign exchange gains and losses | -106 | 83 | 33 | -42 | -12 |
| Financial income and expenses | 2,749 | 2,802 | 5,457 | 3,474 | 9,088 |
| Tax on income from operations | -334 | 432 | 647 | 196 | -223 |
| Other adjustments | 315 | -1,595 | 804 | -54 | 635 |
| Total adjustments | 6,496 | 5,659 | 14,783 | 11,632 | 25,428 |
| Changes in working capital: | |||||
| Increase (-) / decrease (+) in trade and other receivables |
2,316 | 3,029 | -2,292 | -934 | 557 |
| Increase (+) / decrease (-) in trade payables | -1,892 | -3,920 | 5,491 | 5,109 | 4,794 |
| Increase / decrease in provisions | -32 | 1,544 | -203 | 1,369 | 123 |
| Total changes in working capital | 392 | 653 | 2,997 | 5,544 | 5,474 |
| Financial items in operating activities | -320 | -219 | -630 | -1,157 | -2,472 |
| Income taxes paid (-) / received (+) | 70 | -344 | -372 | -481 | -832 |
| Cash flows from operating activities | 5,597 | -3,665 | 12,093 | -2,039 | 4,159 |
| Cash flows used in investing activities | |||||
| Purchase of tangible and intangible assets | -2,582 | -2,947 | -5,656 | -5,956 | -10,587 |
| Net proceeds from sale of tangible and | 0 | 22 | 0 | 22 | 46 |
| intangible assets Cash flows from investing activities |
-2,582 | -2,925 | -5,656 | -5,934 | -10,541 |
| Cash flows from financing activities | |||||
| Proceeds from current borrowings | 176 | 0 | 176 | 0 | 0 |
| Repayment of current borrowings | 0 | -7,754 | -998 | -11,298 | -22,296 |
| Proceeds from non-current borrowings | 0 | 43,880 | 0 | 43,880 | 43,880 |
| Repayment of non-current borrowings | 0 | 0 | 0 | 0 | -20,000 |
| Payment of lease liabilities | -1,030 | -1,080 | -2,204 | -2,032 | -4,372 |
| Cash flows from financing activities | -854 | 35,046 | -3,026 | 30,549 | -2,788 |
| Net change in cash and cash equivalents | 2,161 | 28,456 | 3,411 | 22,577 | -9,170 |
| Cash and cash equivalents at the beginning of period |
32,558 | 35,117 | 31,672 | 40,747 | 40,747 |
| Net foreign exchange difference | 130 | -201 | -233 | 49 | 94 |
| Cash and cash equivalents at the end of period | 34,850 | 63,373 | 34,850 | 63,373 | 31,672 |

This interim report has been prepared in accordance with IAS 34. The same accounting principles have been followed as in the annual financial statements except for the adoption of new standards and amendments effective as of January 1, 2020.
Preparation of financial statements in accordance with IFRS requires Basware's management to make estimates and assumptions that have an effect on the amount of assets and liabilities on the balance sheet at the closing date as well as the amounts of income and expenses for the financial period. In addition, the management must exercise its judgement regarding the application of accounting policies. Since the estimates and assumptions are based on the views at the date of the financial statements, they include risks and uncertainties. The actual results may differ from the estimates and assumptions.
The amounts presented in the income statement and balance sheet are Group figures. The amounts presented in the release are rounded, so the sum of individual figures may differ from the sum reported. Percentage changes for net figures are shown on an absolute basis.
| EUR thousand | 4-6/ 2020 |
1-3/ 2020 |
10-12/ 2019 |
7-9/ 2019 |
4-6/ 2019 |
|---|---|---|---|---|---|
| EBITDA | 5,156 | 4,070 | 2,395 | 4,913 | -2,245 |
| Capitalizations | -2,605 | -3,111 | -2,588 | -2,072 | -2,964 |
| Finance expenses | -2,865 | -3,021 | -2,722 | -2,933 | -2,786 |
| Taxes, excl. deferred taxes | -107 | -628 | -825 | -152 | -269 |
| Payment of lease liabilities | -1,030 | -1,174 | -1,246 | -1,093 | -1,080 |
| Share based compensation, share part | 158 | 285 | 212 | -108 | -450 |
| Free cash flow metric | -1,293 | -3,579 | -4,774 | -1,445 | -9,794 |
| EUR thousand | 4-6/ 2020 |
4-6/ 2019 |
Change, % |
1-6/ 2020 |
1-6/ 2019 |
Change, % |
2019 |
|---|---|---|---|---|---|---|---|
| Operating profit/loss | 1,285 | -6,181 | 1,385 | -13,962 | -14,537 | ||
| Adjustments: | |||||||
| Acquisition, disposal and restructuring income (-) and expenses (+) |
77 | -68 | -31 | 1,089 | 1,009 | ||
| Efficiency related expenses | 54 | 2,100 | -97.4 | 102 | 2,903 | -96.5 | 2,772 |
| Total adjustments | 131 | 2,032 | -93.6 | 71 | 3,992 | -98.2 | 3,781 |
| Adjusted operating profit/loss | 1,416 | -4,149 | 1,457 | -9,970 | -10,756 | ||
| Depreciation and amortization | -3,871 | -3,936 | -1.6 | -7,841 | -8,057 | -2.7 | 15,941 |
| Adjusted EBITDA | 5,287 | -213 | 9,298 | -1,913 | 5,185 | ||
| % of net sales | 14.0 | 12.2 | 3.5 |
Basware reports one operating segment. The reported segment is comprised of the entire Group, and the segment figures are consistent with the Group figures.
Basware reports revenues by type. Cloud revenue includes SaaS, Transaction services (consisting of einvoicing, scan and capture services, printing services and network start-up fees) and Other cloud revenue. Non-cloud revenue includes Maintenance, License sales, Consulting services (consisting of professional services and customer services management) and Other non-cloud revenue.

| EUR thousand | 4-6/ 2020 |
4-6/ 2019 |
Change, % |
Change, %1 |
1-6/ 2020 |
1-6/ 2019 |
Change, % |
Change, %1 |
2019 |
|---|---|---|---|---|---|---|---|---|---|
| Cloud Revenue | |||||||||
| SaaS | 14,534 | 11,838 | 22.8 | 23.0 | 28,724 | 23,225 | 23.7 | 23.6 | 49,133 |
| Transaction services | 11,103 | 11,777 | -5.7 | -5.3 | 23,491 | 23,494 | 0.0 | 0.2 | 47,876 |
| Other cloud revenue | 1,204 | 1,137 | 5.9 | 7.3 | 2,400 | 2,315 | 3.7 | 3.7 | 4,434 |
| Cloud Revenue total | 26,841 | 24,752 | 8.4 | 8.8 | 54,615 | 49,034 | 11.4 | 11.5 | 101,442 |
| Non-Cloud Revenue | |||||||||
| Maintenance | 3,657 | 5,401 | -32.3 | -31.5 | 7,746 | 11,113 | -30.3 | -29.7 | 20,720 |
| License sales | 102 | 215 | -52.4 | -52.6 | 182 | 597 | -69.6 | -70.3 | 1,202 |
| Consulting services | 7,197 | 6,052 | 18.9 | 20.0 | 13,693 | 11,493 | 19.1 | 20.1 | 24,962 |
| Other non-cloud revenue | -28 | -100 | 71.9 | 70.7 | -221 | -22 | -23 | ||
| Non-Cloud Revenue total | 10,928 | 11,569 | -5.5 | -4.6 | 21,399 | 23,181 | -7.7 | -6.9 | 46,861 |
| Total | 37,769 | 36,320 | 4.0 | 4.5 | 76,014 | 72,215 | 5.3 | 5.6 | 148,302 |
1Organic at constant currencies.
| Jun 30, 2020 | Jun 30, 2019 | Dec 31, 2019 | ||||
|---|---|---|---|---|---|---|
| Book | Fair | Book | Fair | Book | Fair | |
| EUR thousand | value | value | value | value | value | value |
| Financial assets | ||||||
| Non-current: | ||||||
| Non-current financial assets | 38 | 38 | 38 | 38 | 38 | 38 |
| Non-current trade and other receivables | 919 | 919 | 781 | 781 | 857 | 857 |
| Current: | ||||||
| Current trade receivables | 29,731 | 29,731 | 27,199 | 27,199 | 27,424 | 27,424 |
| Current other receivables | 210 | 210 | 261 | 261 | 305 | 305 |
| Cash and cash equivalents | 34,850 | 34,850 | 63,373 | 63,373 | 31,672 | 31,672 |
| Financial liabilities | ||||||
| Non-current: | ||||||
| Financial liabilities valued at amortized | ||||||
| acquisition cost: | ||||||
| Loans from financial institutions, interest | ||||||
| bearing1 | 62,657 | 73,583 | 75,311 | 86,202 | 58,889 | 70,059 |
| Leasing liabilities, interest-bearing | 13,057 | 13,057 | 13,651 | 13,651 | 13,412 | 13,412 |
| Current: | ||||||
| Loans from financial institutions, interest | 2,172 | 2,172 | 11,996 | 11,996 | 1,996 | 1,996 |
| bearing | ||||||
| Leasing liabilities, interest-bearing | 3,647 | 3,647 | 3,606 | 3,606 | 3,392 | 3,392 |
| Trade payables and other liabilities | 11,292 | 11,292 | 9,915 | 9,915 | 10,998 | 10,998 |
1Fair value of loan from Bregal Milestone LLP is measured to reflect the amount Basware would need to pay if it would repay the loan in full at the end of reporting period. The loan has an exit fee which accrues evenly over the loan period. The value of the exit fee at maturity equals 40 percent of the loan amount.
Financial liabilities arising from derivative financial instruments of EUR 122 thousand are classified as level 2 and unquoted equity shares of EUR 38 thousand as level 3 in the fair value measurement hierarchy.

In March 2019, Basware entered into a loan totalling EUR 50 million with Bregal Milestone LLP due September 2024. The loan is senior unsecured with a 5.5-year maturity that significantly extends Basware's average debt maturity. The facility was drawn on April 2, 2019 and the proceeds were EUR 45 million. The loan has an exit fee which accrues over the loan period. The value of the exit fee at maturity equals to 40 percent of the loan amount. The cash interest margin on the loan is 8.75 percent annually. The company has the option to utilise PIK interest as an alternative to cash pay interest at the rate of 11.25 percent annually.
In connection with the Loan, Bregal Milestone received without consideration 1,000 freely transferable warrants convertible into 1,001,000 shares in the Company (before the share issue adjustment, 1,000,000 shares), representing approximately 6.5 percent of the fully diluted shares of the Company. As a result of the share issue in June 2020 the warrants were adjusted to entitle their holder to subscribe for a total of 1,001,000 shares in the company (before the adjustment, 1,000,000 shares) at an adjusted subscription price of EUR 29.8764 per share (before the adjustment, the subscription price per share was EUR 29.9158). These adjustments to the terms and conditions of the warrants became effective upon registration with the Finnish Trade Register on June 17, 2020.
The warrants were issued to Bregal Milestone at the drawdown of the Loan, on April 2, 2019. The subscription period of the Warrant Shares commenced immediately upon the issue of the warrants and will expire on August 22, 2024. The cash subscription price will be subject to adjustments for any dividends as well as customary anti-dilution adjustments resulting from, among other things, any share issues, pursuant to the terms and conditions of the warrants.
| EUR thousand | Jun 30, 2020 | Jun 30, 2019 | Dec 31, 2019 |
|---|---|---|---|
| Own guarantees | |||
| Guarantees | 1,108 | 1,124 | 1,149 |
| Commitments on behalf of subsidiaries | |||
| Guarantees | 287 | 130 | 298 |
| Other commitments | |||
| Maturing in less than 1 year | 2,988 | 1,799 | 3,173 |
| Maturing in 1-5 years | 3,735 | 2,615 | 4,899 |
| Total | 6,723 | 4,415 | 8,072 |
| Total commitments and contingent liabilities | 8,118 | 5,669 | 9,518 |
Other commitments include leases and other rental not in scope of IFRS 16, as well as commitments arising from license agreements. Obligations from long term service agreements are not included.
| EUR thousand | Jun 30, 2020 | Jun 30, 2019 | Dec 31, 2019 |
|---|---|---|---|
| Arrowgrass Master Fund LTD | 0 | 10,000 | 0 |
Loans from related parties included the share of Arrowgrass Master Fund LTD of the Group's EUR 30 million term loan financing, which was repaid in September 2019. The other lenders were Nordea Bank AB,

OP Corporate Bank Plc and Ilmarinen Mutual Pension Insurance Company. Loans from related parties were provided at commercial interest rates.
Organic revenue growth is calculated by comparing net sales between comparison periods in constant currencies excluding alliance fees as well as net sales from acquisitions or disposals that have taken place in the past 12 months.
Net sales in constant currencies is calculated by eliminating the impact of exchange rate fluctuations by calculating the net sales for the current period by using the comparable period's exchange rates.
Gross investments are total investments made to non-current assets including acquisitions and capitalized research and development costs.
Other capitalized expenditure consists of investments in property, plant & equipment and intangible assets excluding acquisitions and capitalized research and development costs.
EBITDA is calculated as operating profit/loss plus depreciation and amortization.
Adjusted EBITDA is calculated from EBITDA excluding any adjustments related to alliance fees, acquisitions and disposals, restructuring and efficiency measures, impairment losses and litigation fees and settlements.
Operating profit (EBIT) is the net sum of operating income added to net sales, less cost of sales consisting of materials and services, less the costs resulting from employee benefits, depreciation and amortization as well as other operating expenses and any impairment. Exchange rate differences and gains or losses arising from changes in the fair value of derivatives are included in operating profit, provided that they result from items related to business operations; otherwise they are recognized under financing items. All other items of the consolidated statement of comprehensive income are presented after operating profit.
Adjusted operating result (Adjusted EBIT) is calculated from operating result excluding any adjustments related to alliance fees, acquisitions and disposals, restructuring and efficiency measures, impairment losses and litigation fees and settlements.
Annual recurring revenue gross order intake is calculated by summing the total order intake in the period expressed as an annual contract value. For cloud order intake this includes all SaaS and Network recurring revenues including transaction revenues. For the subscription order intake this includes SaaS and other purchase-to-pay subscription types and excludes transaction revenue. Gross order intake covers new cloud customers, add-ons and renewal uplifts but excludes churn. There will be a time lag before this order intake is visible in net sales.
Cloud gross churn rate is defined as the total amount of cloud revenues lost during the period, divided by the total cloud revenues at the beginning of the period.
Cloud net churn rate is defined as the total amount of cloud revenues lost during the period minus the new cloud ARR won from add-on sales to existing customers during the period, divided by the total cloud revenues at the beginning of the period.
Cloud gross renewal rate is defined as 100 percent minus the cloud gross churn rate.
Cloud net renewal rate is defined as 100 percent minus the cloud net churn rate.
Customer lifetime is defined as 1 divided by the cloud gross churn rate.
Lifetime value of the order intake won during the period is calculated by multiplying Cloud ARR order intake during the period by the cloud gross margin and dividing by the cloud gross churn rate.
The customer acquisition cost is defined as the total expenditure on sales and marketing for the 12 months prior to the period (to account for the lead time between new sales and marketing expenditure converting to order intake).

Free cash flow metric is calculated as follows: EBITDA minus capitalizations, total debt service costs, tax and payment of lease liabilities, and excluding the share part of share-based compensation and any impact from acquisitions or disposals.
(Profit or loss before taxes – taxes) x 100
Shareholders' equity (average)
Return on investment (ROI), % (Profit before taxes + interest and other financial expenses) x 100
Balance sheet total – non-interest-bearing liabilities (average)
Gearing, % (Interest-bearing liabilities – interest-bearing assets) x 100
Shareholders' equity
Equity ratio, % Shareholders' equity x 100
Balance sheet total – advance payments received
Earnings per share (EPS)
Profit for the period
Adjusted average number of shares during the period
Adjusted earnings per share (EPS) is calculated by excluding from the profit/loss any adjustments related to alliance fees, acquisitions and disposals, restructuring and efficiency measures, impairment losses and litigation fees and settlements.
Shareholders' equity
Adjusted number of shares at the end of the financial period - own shares
Adjusted share price at the end of the financial period
Earnings per share

| EUR thousand | 4-6/2020 | 1-3/2020 | 10-12/2019 | 7-9/2019 | 4-6/2019 |
|---|---|---|---|---|---|
| NET SALES | 37,769 | 38,245 | 39,264 | 36,823 | 36,320 |
| Cost of sales | -16,589 | -17,473 | -18,294 | -16,550 | -18,502 |
| GROSS PROFIT/LOSS | 21,180 | 20,772 | 20,970 | 20,273 | 17,819 |
| Sales and Marketing | -9,496 | -10,767 | -11,798 | -9,809 | -12,207 |
| Research and Development | -6,516 | -6,176 | -6,597 | -5,906 | -6,908 |
| General and Administration | -3,253 | -3,575 | -3,716 | -3,576 | -2,673 |
| Total operating expenses | -19,265 | -20,518 | -22,111 | -19,292 | -21,788 |
| Other operating income and expenses | -631 | -153 | -374 | -42 | -2,211 |
| OPERATING PROFIT/LOSS | 1,285 | 100 | -1,516 | 940 | -6,181 |
| % of net sales | 3.4 | 0.3 | 2.6 | ||
| Finance income and expenses | -2,656 | -2,766 | -2,759 | -2,947 | -2,799 |
| Profit/loss before tax | -1,372 | -2,665 | -4,275 | -2,008 | -8,981 |
| Income taxes | 334 | -981 | 251 | 169 | -432 |
| PROFIT/LOSS FOR THE PERIOD | -1,038 | -3,647 | -4,023 | -1,839 | -9,413 |

| EUR thousand | 4-6/ 2020 |
4-6/ 2019 |
1-6/ 2020 |
1-6/ 2019 |
2019 |
|---|---|---|---|---|---|
| Cloud ARR order intake | 6,130 | 6,429 | 9,747 | 11,365 | 23,694 |
| Net sales | 37,769 | 36,320 | 76,014 | 72,215 | 148,302 |
| Net sales growth, % | 4.0% | 3.9% | 5.3% | 1.8% | 4.9% |
| Organic net sales growth, % | 4.5% | 3.0% | 5.6% | 4.3% | 5.9% |
| EBIT | 1,285 | -6,181 | 1,385 | -13,962 | -14,537 |
| % of net sales | 3.4% | 1.8% | |||
| EBITDA | 5,156 | -2,245 | 9,226 | -5,905 | 1,403 |
| % of net sales | 13.7% | 12.1% | 0.9% | ||
| Adjusted EBITDA | 5,287 | -213 | 9,298 | -1,913 | 5,185 |
| Return on equity, % | -4.7% | -37.0% | -10.3% | -33.7% | -22.9% |
| Return on investment, % | 3.5% | -13.1% | 2.2% | -15.1% | -8.6% |
| Interest-bearing liabilities excl. leasing liabilities | 64,830 | 87,307 | 64,830 | 87,307 | 60,885 |
| Cash and cash equivalents | 34,850 | 63,373 | 34,850 | 63,373 | 31,672 |
| Cash flows from operating activities | 5,597 | -3,665 | 12,093 | -2,039 | 4,159 |
| Free cash flow metric | -1,293 | -9,794 | -4,873 | -17,610 | -23,829 |
| Gearing, % | 53.4% | 42.1% | 53.4% | 42.1% | 48.9% |
| Gross investments | 2,605 | 2,964 | 5,716 | 5,957 | 10,617 |
| % of net sales | 6.9% | 8.2% | 7.5% | 8.2% | 7.2% |
| R&D expenses excluding amortizations | 4,148 | 4,826 | 7,941 | 10,132 | 19,138 |
| R&D costs, capitalised | 2,293 | 2,246 | 4,758 | 4,695 | 8,829 |
| R&D investments, total | 6,441 | 7,072 | 12,699 | 14,828 | 27,967 |
| % of net sales | 17.1% | 19.5% | 16.7% | 20.5% | 18.9% |
| Depreciation and amortization | 3,871 | 3,936 | 7,841 | 8,057 | 15,941 |
| Other capitalised expenditure | 312 | 718 | 958 | 1,262 | 1,788 |
| Personnel at end of period | 1,343 | 1,354 | 1,343 | 1,354 | 1,325 |
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