Quarterly Report • Apr 19, 2016
Quarterly Report
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According to Basware's refined strategy, the company is targeting accelerated revenue growth during its strategy period 2016-2018. In 2016, Basware will accelerate its growth-related investments primarily focused on its cloud business, sales and marketing and related supporting activities as well as in the rollout of Basware's Financing Services offering. For 2016, Basware expects organic revenue growth of 5 percent or more for the year at constant currencies, and temporary pressure on margins driven by accelerated growth investments resulting in adjusted EBITDA (excluding non-recurring items) around break-even. The growth related accelerated operating investments are planned to amount to approximately 20 million euros.
| 01-03/ | 01-03/ | Change, | 1-12/ | |
|---|---|---|---|---|
| EUR thousand | 2016 | 2015 | % | 2015 |
| Net sales | 34 125 | 34 041 | 0.2 | 143 410 |
| Organic revenue growth* | 3.5 % | |||
| EBITDA | -867 | 2 790 | 11 902 | |
| Adjusted EBITDA* * | -517 | 18 | 12 337 | |
| Operating result | -2 716 | 1 132 | 4 676 | |
| % of net sales | -8.0 % | 3.3% | 3.3 % | |
| Result before tax | -3 773 | 856 | 3 563 | |
| Result for the period | -2 957 | 595 | 3 083 | |
| Return on equity, % | -8.5% | 1.7% | 2.2 % | |
| Return on investment, % | -8.5 % | 4.7% | 3.6 % | |
| Cash and cash equivalents | 54 654 | 73 624*** | -25.8 | 33 238 |
| Gearing, % | -28.9 % | -50.2% | -22.4 % | |
| Equity ratio, % | 66.3 % | 74.3% | 79.1 % | |
| Earnings per share | ||||
| Undiluted, EUR | -0.21 | 0.04 | 0.22 | |
| Diluted, EUR | -0.21 | 0.04 | 0.22 | |
| Equity per share, EUR | 9.64 | 9.89 | -3.6 | 9.97 |
*at constant currencies
**EBITDA excluding non-recurring items
*** Including short term deposits maturing within 3 months from the period end
Basware is the global leader in providing networked purchase-to-pay solutions, e-invoicing and innovative financing services. Basware's commerce and financing network connects businesses in over 100 countries and territories around the globe. As the largest open business network in the world, Basware provides scale and reach for organizations of all sizes, enabling them to grow their business and unlock value across their operations by simplifying and streamlining financial processes. Small and large companies around the world achieve significant cost savings, more flexible payment terms, greater efficiencies and closer relationships with their suppliers.
Basware's transition to a cloud and SaaS-based company continued to accelerate, with strong momentum in SaaS deals during the first quarter, and we expect this positive trend to continue. In the first quarter, we won a number of important Network agreements and were especially pleased with the strengthening of our sender-related business. This will positively impact growth in coming quarters. The
Sales of services developed well in the first quarter. The orderbook grew more strongly than expected and 26 Alusta deals (compared to 11 in Q1/2015) were closed. Network transactions amounted to 24.8 million during the quarter, with March a record month (8.7 million transactions). 15 agreements were closed in Financing Services during the quarter. Financing Services has enhanced the quality of all customer discussions, adding another dimension to differentiate Basware's solutions and services.
Basware executed against the announced growth enablers in its refined strategy for 2016-2018, investing in demand generation and sales in particular. Sales and marketing headcount grew 16.3 percent in the first quarter, with the rate of additions expected to increase during the second quarter due to the lead time in hiring processes. These investments are expected to show returns in late 2016 and early 2017.
A key area of management attention during the quarter has been on the efficiency and speed of delivering our services to customers in order to improve the revenue growth rates. A number of initiatives have been implemented to drive this, including piloting in Sweden a rapid deployment methodology for Alusta deliveries, moving to a global allocation of resources in Professional Services and greater regional oversight to drive timely deliveries.
Developing the customer services function is also key to Basware's strategy. Customer satisfaction is now tied to incentives at all levels in the Basware organization. Feedback from customers has been positive and we have had especially good feedback on the quality of our products and services.
Actions related to improving the quality of our operations play an important part of ensuring good customer services, revenue growth and efficiency of delivery. Key first quarter product achievements included the development of a sending solution enabling suppliers to start sending PDF invoices to Basware without any installations, as well as adding Vendor Management and Business Directory to our Network services.
Basware's acquisition and partnership activity also supported progress towards the 2018 goals. On March 31, 2016, Basware announced the acquisition of Verian, a leading cloud based e-procurement solution provider in the US. The acquisition will further strengthen Basware's market position in the US, doubling company's operations locally, and will add new talent and additional e-procurement capabilities to Basware. The acquisition will also extend Basware's network by offering our market leading open commerce and financing network and Financing Services to Verian's customers. In March Basware also announced a partnership with WEX Inc. to offer Basware Financing Services to their broad customer base.
Basware reports one operating segment. In addition, net sales is reported by business area and by type.
Net sales by business area will be split by Network business area, P2P (Purchase to Pay) business area and Professional services. The Network business area is responsible for Basware's network business, aimed at accelerating growth of transactions in Basware's commerce and financing network, the largest open business commerce network in the world. Reported within the Network business area, Financing Services business area is responsible for selling and implementing Basware's innovative financing
services, providing the customers with new, real-time alternatives to manage their working capital on Basware's network. The P2P business area is responsible for Basware's software business, extending the company's global leadership in purchase to pay solutions and alongside the Network business area, driving growth in cloud-based services. Professional Services is a global unit serving all Basware's customers, including project management, delivery, business consulting and related operations and development across the business areas.
Net sales by types will be split by Transaction Services (consisting of e-invoicing, scan and capture services, printing services and network start-up fees), SaaS, Consulting Services (consisting of professional services and customer service management), Maintenance, License sales, and Other.
Definitions of Key Performance Indicators, including organic revenue growth at constant currencies, adjusted EBITDA, cloud revenue and recurring revenue can be found on page 17.
Basware Group's net sales for the period amounted to EUR 34 125 thousand (EUR 34 041 thousand), a growth of 0.2 percent. This equated to 3.5 percent organic growth at constant currencies. Adjustments for organic growth included deducting non-recurring alliance fees booked in Q1 2015, and deducting net sales from businesses acquired in the last 12 months from Q1 2016.
Net sales of the P2P business area amounted to EUR 14 919 thousand, down 1.2 percent. P2P business area net sales were driven by the strong growth in SaaS being offset by the decline in license sales and maintenance. Net sales of the Network business area amounted to EUR 11 851 thousand, up 4.0 percent.
| Net sales by business area | 1-3/ | 1-3/ | Change, | 1-12/ |
|---|---|---|---|---|
| EUR thousand | 2016 | 2015 | % | 2015 |
| Network | 11 851 | 11 394 | 4.0 | 47 656 |
| P2P | 14 919 | 15 096 | -1.2 | 62 304 |
| Professional Services | 7 355 | 7 551 | -2.6 | 33 450 |
| Group total | 34 125 | 34 041 | 0.2 | 143 410 |
Basware's transition from a license dominated to a SaaS and cloud based company accelerated in the first quarter of 2016. Recurring revenues and cloud revenues grew strongly during the quarter. Recurring revenues were EUR 24 879 thousand, up 14.7 percent from Q1 2015. Cloud revenues were EUR 14 358 thousand, up 41.6 percent from Q1 2015.
24.8 million transactions were processed via Basware's network (22.1 million transactions), up 12.3 percent. This translated into revenue growth in Transactions of 13.4 percent.
While the transition to SaaS is positive for the future of Basware and in line with our strategy, the decline of license sales dragged on our total net sales growth in Q1. Net sales from SaaS grew 30.4 percent, however this did not fully compensate for the decline in license sales which were down 41.1 percent versus Q1 2015. Basware is no longer offering P2P licenses to new direct sales customers. In addition net sales from maintenance were down 3.2 percent versus Q1 2015, and this created a further drag on growth.
| Net sales by revenue type | 1-3/ | 1-3/ | Change, | 1-12/ |
|---|---|---|---|---|
| EUR thousand | 2016 | 2015 | % | 2015 |
| Transaction services | 8 403 | 7 407 | 13.4 | 33 256 |
| SaaS | 3 563 | 2 731 | 30.4 | 11 811 |
| Consulting services | 8 117 | 7 895 | 2.8 | 35 616 |
| Maintenance | 10 132 | 10 462 | -3.2 | 41 664 |
| License sales | 1 501 | 2 548 | -41.1 | 10 921 |
| Other revenue | 2 410 | 2 998 | -19.6 | 10 143 |
| Group total | 34 125 | 34 041 | 0.2 | 143 410 |
The international share of Basware's net sales increased to 64.3 percent (63.8%) in the period.
Adjusted EBITDA amounted to EUR -517 thousand (EUR 18 thousand). Adjusted EBITDA was negative in Q1 as Basware has invested in the business according to its announced strategy. These investments will take time to have a positive impact on the company's net sales and EBITDA. The adjustments in EBITDA for non recurring items included expenses related to the Verian acquisition and certain nonrecurring employee costs totalling approximately EUR 350 thousand.
Basware's operating result for the period amounted to EUR -2 716 thousand (EUR 1 132 thousand).
The company's operating expenses including employee benefits, depreciations and amortizations as well as other operating expenses were EUR 33 230 thousand (EUR 28 918 thousand) in the period, and have increased by 14.9 percent from the corresponding period the previous year. Personnel expenses made up 71.8 percent (72.0 %) or EUR 23 848 thousand (EUR 20 811 thousand) of the operating expenses.
The company's net finance expenses were EUR -431 thousand (EUR -276 thousand) for the period. Basware's share of the results of the joint venture totaled EUR -626 thousand.
Basware's result before tax was EUR -3 773 thousand (EUR 856 thousand) and result for the period was EUR -2 957 thousand (EUR 595 thousand). Taxes for the period totaled EUR 816 thousand (EUR -261 thousand).
Undiluted earnings per share were EUR -0.21 (EUR 0.04).
Cashflows from operating activities were EUR 12 232 thousand in Q1 (EUR 19 775 thousand). Basware's cashflows are seasonal as as relatively large part of payments for annual maintenance are made in the first quarter. Basware's cash and cash equivalents including short-term deposits totaled EUR 54 654 thousand (EUR 73 624 thousand). EUR 15.3 million of the cash position related to borrowing made to fund the Verian acquisition, which were drawn before the end of the quarter. The borrowing were structured as a 4 year term loan with initial repayments beginning in September 2017. In March 2016 Basware also put in place a EUR 10 million revolving credit facility with a 2 year maturity. The facility is available to fund future working capital requirements and was undrawn as of March 31, 2016. Both the term loan and the revolving credit facility contain market standard financial covenants that
are not expected to restrict the activities of the company.
Basware Group's total assets on the balance sheet at the end of the period were EUR 205 838 thousand (EUR 188 378 thousand). Net cash flows from investments were EUR -4 057 thousand (EUR -2 345 thousand). These investments included EUR 1 044 thousand to a joint venture.
As reported in the third quarter of 2015, an agreement was reached between German and Finnish tax authorities in the mutual agreement procedure. The company has received a tax refund of EUR 1.3 million in the first quarter.
The equity ratio was 66.3 percent (74.3%) and gearing -28.9 percent (-50.2%). The company's interestbearing liabilities totaled EUR 15 300 thousand (EUR 3 333 thousand), of which current liabilities accounted for EUR 0 (EUR 3 333 thousand). The return on investment was -8.5 percent (4.7%) and return on equity -8.5 percent (1.7%).
Gross investments including capitalized research and development costs totaled EUR 4 004 thousand (EUR 2 175 thousand) .
Basware's research and development expenses totaled EUR 5 581 thousand (EUR 4 808 thousand), or 16.4 percent (14.1%) of net sales during the review period. The expenses increased by 16.1 percent compared to the corresponding period the previous year. Research and development expenses capitalized during the period amounted to EUR 2 265 thousand (EUR 1 692 thousand). Research and development expenses have increased to support Basware's growth strategy and have focused on Financing Services and further development of Basware's procurement capabilities. The research and development costs included in the profit for the review period totaled EUR 3 315 thousand (EUR 3 116 thousand), or 9.7 percent (9.2%) of net sales. A total of 400 (336) people worked in R&D at the end of the period.
Basware employed 1 712 (1 516) people on average during the period and 1 713 (1 508) at the end of the period.
Geographical division of personnel:
| Personnel | 01-03/ | 01-03/ | Change, | 1-12/ |
|---|---|---|---|---|
| Employed, on average | 2016 | 2015 | % | 2015 |
| Finland | 494 | 474 | 4.1 | 479 |
| EMEIA | 575 | 465 | 23.6 | 514 |
| India | 562 | 503 | 11.7 | 522 |
| Americas & APAC | 82 | 75 | 11.3 | 76 |
| Group total | 1 712 | 1 516 | 13.0 | 1 591 |
At the end of the period, 71.0 percent (68.7%) of Basware personnel worked outside of Finland and 29.0 percent (31.3%) in Finland. 10.0 percent (9.7%) of the personnel work in sales and marketing, 59.0 percent (61.0%) in professional services, production and customer care, 23.4 percent (22.3%) in research and development, and 7.6 percent (7.0%) in administration. Amounts of personnel in sales and marketing and professional services from Q1 2015 were adjusted according to organizational changes.
The average age of employees is 35.5 (35.1) years. Women account for 26.6 percent (24.7%) of employees, men for 73.4 percent (75.3%).
The Annual General Meeting of Basware Corporation held on March,15 2016 adopted the annual accounts for the financial period ended on December 31, 2015. The members of the Board of Directors as well as the CEO were discharged from liability for the financial period ended on December 31, 2015.
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the year 2015.
The Annual General Meeting decided the number of members of the Board of Directors to be six. Mr. Hannu Vaajoensuu, Mr. Michael Ingelög, Mr. Ilkka Sihvo, Ms. Tuija Soanjärvi, Mr. Anssi Vanjoki and Mr. David Bateman were elected as members of the Board of Directors. In its first meeting held after the Annual General Meeting, the Board of Directors elected Hannu Vaajoensuu as the Chairman and Ilkka Sihvo as the Vice Chairman of the Board.
The Annual General Meeting decided that the remuneration for the members of the Board of Directors will be paid as follows: members EUR 27,500 per annum, vice chairman EUR 32,000 per annum and chairman EUR 55,000 per annum. In addition, chairmen of the Board of Directors and its committees shall receive EUR 500 per attended meeting and members of the Board of Directors and its committees shall receive EUR 400 per attended meeting. Out of the annual remuneration to be paid to the Board members, 40 per cent of total gross compensation amount will be used to purchase Basware Corporation's shares at trading on regulated market organized by Nasdaq Helsinki Ltd. However, this only concerns Board members whose ownership of Basware Corporation is less than 5,000 shares. The purchase of shares will take place as soon as possible after the decision by the General Meeting. Shares received as remuneration may not be sold or otherwise transferred during a period of two years. This restriction does not concern persons who are no longer Board members. Travel expenses of the members of the Board of Directors are reimbursed in accordance with the company's travel policy.
Ernst & Young Oy, Authorized Public Accountants organisation, was elected as the company's auditor. Ernst & Young Oy has advised that it will appoint Ms. Terhi Mäkinen, Authorized Public Accountant, as the principally responsible auditor of the company. It was decided that the remuneration of the auditor is paid according to reasonable invoice and that travel expenses of the auditor are reimbursed in accordance with the company's travel policy.
The Annual General Meeting decided to authorize the Board of Directors to decide on repurchase of company's own shares in accordance with the proposal of the Board of Directors. By virtue of the authorization, the Board of Directors is entitled 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 shares shall be repurchased and paid for in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. The shares shall be repurchased for use as consideration in possible acquisitions or other arrangements related to the company's business, as financing for investments or as part of the
company's incentive program or to be held by the company, to be conveyed by other means or to be cancelled. The Board of Directors shall decide on other terms and conditions related to the repurchase of the company's own shares. The Repurchase Authorization shall be valid until June 30, 2017 and shall revoke the previous authorizations for repurchasing the company's own shares.
The Annual General Meeting decided to authorize the Board of Directors to decide on issuing new shares and/or conveying the company's own shares held by the company and/or granting special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act in accordance with the proposal of the Board of Directors.
New shares may be issued and the company's own shares may be conveyed to the company's shareholders in proportion to their current shareholdings in the company or by waiving the shareholder's pre-emption right, through a directed share issue if the company has a weighty financial reason to do so, such as using the shares as consideration in possible acquisitions or other arrangements related to the company's business, as financing for investments or as part of the company's incentive program. The new shares may also be issued in a free share issue to the company itself.
New shares may be issued and the company's own shares held by the company may be conveyed either against payment or for free. A directed share issue may be free only if there is an especially weighty financial reason both for the company and with regard to the interests of all shareholders in the company.
Based on the authorization, the Board of Directors may decide to issue a maximum of 2,840,000 new shares and convey a maximum of 1,487,464 of the company's own shares held by the company. The number of shares to be issued to the company itself together with the shares repurchased by the company on basis of the repurchase authorization shall be at the maximum of 1,420,000 shares.
The Board of Directors may grant special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive, against payment, new shares of the company or the company's own shares held by the company. The right may also be granted to the company's creditor in such a manner that the right is granted on a condition that the creditor's receivable is used to set off the subscription price (convertible bond). The maximum number of new shares that may be subscribed by virtue of the special rights granted by the company is in total 1,000,000 shares which number shall be included in the maximum number of new shares stated above.
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 June 30, 2017 and shall revoke the previous authorizations for share issues and granting of stock options and other special rights entitling to shares.
The Annual General meeting decided to establish a permanent Shareholders' Nomination Board in accordance with the proposal of the Board of Directors. The Nomination Board shall be responsible for preparing and presenting proposals covering the remuneration and number of members of the company's Board of Directors as well as proposal on the members of the Board of Directors to Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board shall also be responsible for identifying successors for existing Board members.
The Nomination Board shall consist of four (4) members, three of which shall be appointed by the company's three largest shareholders, who shall appoint one member each. The chairman of the company's Board of Directors shall serve as the fourth member.
The Annual General meeting further decided to adopt the Charter of the Shareholders' Nomination Board. More information on the Shareholders Nomination Board is available on the company's investor site at www.basware.com/investors.
On February 2, 2016, Basware announced of its refined strategy for 2016-2018. More information on strategy is available on the company's investor site at www.basware.com/investors.
Basware signed an agreement on March 31, 2016 to acquire US based Verian Technologies LLC ("Verian"), a leading cloud-based e-procurement solution provider in the US. The acquisition will further strengthen Basware's market position in the US and is a strong fit with Basware's strategy to grow cloud business revenues in key markets. Verian will add new talent and additional e-procurement capabilities to Basware. The acquisition will extend Basware's network by offering our market leading commerce network and financing services to Verian's broad customer base. Verian employs 75 people in the US. In 2015, the net sales of the acquired business amounted to approximately USD 10.5 million.
Basware completed the acquisition of Verian on April 1, 2016. The acquisition price was approximately USD 36.0 million (EUR 31.8 million equivalent). Part of the acquisition price was paid in the form of shares of Basware, and Basware issued 180,707 new shares to the major owners of Verian at a subscription price of EUR 39.09 per share. The subscription price for the new shares of Basware was paid to Basware by contribution of membership interests of Verian. The share issue resolution was made based on the share issue authorization granted by the annual general meeting of shareholders of Basware on March 15, 2016. The new shares of Basware were registered with the Finnish Trade Register on April 4, 2016. The shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register. Following the registration, the number of issued and outstanding shares of Basware is 14,401,936.
In 2016, Basware expects the non-recurring transaction and integration related costs of the acquisition to amount to approximately EUR 1 million. The transaction is expected to be earnings per share accretive from 2017 onwards.
Basware has entered into an aggressive growth strategy with high net sales growth expectations especially for 2017-2018. Executing the refined strategy for 2016-2018 requires significant investments in sales and marketing and related resources as well as continued investments in product development. 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. Until the transformation is complete, this will act as a drag on net sales growth.
Basware's net sales growth might fall below expectations if the company is not able to add qualified sales and marketing resources in planned timetable. This applies especially to Basware's highest growth markets in the US, the UK and Germany. Additionally, even higher than expected pace in the license-SaaS transformation would have a negative impact on expected net sales in the short term. In addition to SaaS, Basware expects high growth rates in its network-based transaction services which will, besides successful sales effort, also require improved onboarding process and fast entry into the small and medium business segment. Sales from Basware's third growth business area, Financing Services, are dependent on Basware's ability to bring innovative and attractive products to the market in planned timetable and move customers quickly to a phase where they are using the services extensively enough to provide meaningful revenue to Basware.
The fact that close to 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 depreciation of GBP, USD, NOK, SEK or AUD against the Euro, consolidated net sales targets might not be reached, despite good performance in local currencies.
Execution of the growth strategy and going through constant change puts new demands on the organization as well as its management and leadership capabilities. The company's ability to attract, retain and develop the right type of talent to deliver on its strategy is critical as well as management focus and ability to drive change.
Basware considers acquisitions as part of its strategy. Acquisitions entails 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 center failures, various data security threats and non-compliance risks related to Basware's solutions and services, the company's activities or its employees' behavior. Operational risks are actively managed by continuous improvement in risk monitoring and protection practices as well as internal training of Basware's personnel.
Basware operates in a market where technological and business model innovation play 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.
Companies of all sizes globally are under pressure to improve their cash flows, find new innovative payment strategies, and automate their financial processes and functions. The company expects the same to continue also in 2016 and the continuous demand for services to remain at a favorable level among its customers.
Consolidation is expected to continue in the business environment, with the role of services as an industry standard growing in companies' portfolios. According to industry research, e-invoicing has become more common and the number of e-invoices has grown substantially in Europe and the rest of the world. Public sector e-commerce initiatives, launched particularly across the EU and the US, are expected to drive further adoption of e-invoicing. The growing e-invoicing market and companies' interest in other payment and financing added value solutions will offer excellent growth opportunities in future years.
As part of its refined strategy for 2016-2018, Basware will accelerate operating investments in 2016 to drive higher organic growth. In particular go-to-market and related activities will be expanded, with a focus on the UK, the US, and Germany, and the development of the Financing Services offering will be accelerated. In addition, Basware will invest in R&D activities aimed at shortening the implementation times of Basware's solutions and services with new and existing customers. The growth related accelerated operating investments are planned to amount to approximately 20 million euros.
While EBITDA margin will be temporarily impacted in 2016 due to the investments, the underlying profitability will continue to improve as a result of efficiency and simplification initiatives. These initiatives include continuous cost of sales reduction of Basware's cloud-based business, increasing use of online tools and services to selectively automate demand generation and sales activities, as well as various supporting process simplification and scalability related actions.
For 2016, Basware expects organic revenue growth of 5 percent or more for the year at constant currencies, and temporary pressure on margins driven by accelerated growth investments resulting in adjusted EBITDA (excluding non-recurring items) around break-even. The company also expects its SaaS net sales to grow as well as to sustain strong growth of Basware's network. The continued increase in the company's recurring revenue is expected to outpace the progressive slowdown in license net sales. Seasonality affects Basware's business throughout the year, and typically the last quarter of the year has been the strongest quarter.
Organic growth will continue to be supported by a disciplined acquisition strategy, aimed at strengthening the company's position in key markets, especially in the e-invoicing market in Europe and in the US.
Espoo, Finland, Tuesday, April 19, 2016
BASWARE CORPORATION Board of Directors
Esa Tihilä, CEO, Basware Corporation
Niclas Rosenlew, CFO, Basware Corporation +358 504 802 160
Distribution: Nasdaq Helsinki Key media www.basware.com/investors
| EUR thousand | 1.1.- 31.03.2016 |
1.1.- 31.03.2015 |
Change, % |
1.1.- 31.12.2015 |
|
|---|---|---|---|---|---|
| NET SALES | 34 125 | 34 041 | 0.2 | 143 410 | |
| Other operating income | 0 | 19 | 104 | ||
| Materials and services | -3 611 | -4 009 | -9.9 | -16 396 | |
| Employee benefit expenses | -23 848 | -20 811 | 14.6 | -85 726 | |
| Depreciation and amortization | -1 848 | -1 658 | 11.5 | -7 226 | |
| Other operating expenses | -7 533 | -6 449 | 16.8 | -29 490 | |
| Operating result | -2 716 | 1 132 | 4 676 | ||
| Finance income | 231 | 565 | -59.1 | 2 187 | |
| Finance expenses | -662 | -841 | -21.3 | -1 677 | |
| Share of results of a joint venture | -626 | 0 | -1 623 | ||
| Result before tax | -3 773 | 856 | 3 563 | ||
| Income taxes | 816 | -261 | -481 | ||
| RESULT FOR THE PERIOD | -2 957 | 595 | 3 083 | ||
| Other comprehensive income | |||||
| Other comprehensive income to be | |||||
| reclassified to profit or loss in subsequent periods: |
|||||
| Exchange differences on translating | |||||
| foreign operations | -2 228 | 1 392 | -513 | ||
| Income tax relating to components of other comprehensive income |
215 | -420 | -278 | ||
| Other comprehensive income, net of | |||||
| tax | -2 012 | 971 | -791 | ||
| TOTAL COMPREHENSIVE INCOME | -4 969 | 1 567 | 2 292 | ||
| EUR thousand | 1.1.– 31.03.2016 |
1.1.– 31.03.2015 |
Change, % |
1.1.– 31.12.2015 |
|
| Profit attributable to: | |||||
| Equity holders of the parent | |||||
| company | -2 957 | 595 | 3 083 | ||
| -2 957 | 595 | 3 083 |
| Total comprehensive income attributable to: |
|||
|---|---|---|---|
| Equity holders of the parent company |
-4 969 | 1 567 | 2 292 |
| -4 969 | 1 567 | 2 292 | |
| Earnings per share | |||
| undiluted, EUR | -0.21 | 0.04 | 0.22 |
| diluted, EUR | -0.21 | 0.04 | 0.22 |
| EUR thousand | 31.03.2016 | 31.03.2015 | Change, % | 31.12.2015 |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets | 37 038 | 25 779 | 43.7 | 36 309 |
| Goodwill | 67 971 | 50 647 | 34.2 | 69 262 |
| Tangible assets | 1 394 | 1 395 | -0.1 | 1 445 |
| Share of investment in a joint venture | 751 | 0 | 334 | |
| Available-for-sale investments | 38 | 38 | 38 | |
| Trade and other receivables | 2 196 | 904 | 142.9 | 2 080 |
| Deferred tax assets | 6 189 | 4 421 | 40.0 | 4 832 |
| Non-current assets | 115 578 | 83 184 | 38.9 | 114 300 |
| Current assets | ||||
| Inventories | 23 | 30 | -22.8 | 30 |
| Trade receivables | 26 650 | 25 834 | 3.2 | 23 692 |
| Other receivables | 8 705 | 34 423 | -74.7 | 5 789 |
| Income tax receivables | 228 | 1 165 | -80.5 | 1 498 |
| Cash and cash equivalents | 54 654 | 43 743 | 24.9 | 33 238 |
| Current assets | 90 259 | 105 195 | -14.2 | 64 246 |
| ASSETS | 205 838 | 188 378 | 9,3 | 178 545 |
| EUR thousand | 31.03.2016 | 31.03.2015 | Change, % | 31.12.2015 |
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| Shareholders' equity | ||||
| Share capital | 3 528 | 3 528 | 3 528 | |
| Share premium account | 1 187 | 1 187 | 1 187 | |
| Treasury shares | -1 101 | -1 128 | -2.4 | -1 108 |
| Invested unrestricted equity fund | 104 326 | 104 353 | 104 334 | |
| Other reserves | 540 | 540 | 540 | |
| Translation differences | -5 724 | -1 949 | 193.7 | -3 712 |
| Retained earnings | 33 637 | 33 412 | 0.6 | 36 378 |
| Shareholders' equity | 136 394 | 139 944 | -2.5 | 141 147 |
| Non-current liabilities | ||||
| Deferred tax liability | 4 119 | 2 507 | 64.3 | 4 545 |
| Interest-bearing liabilities | 15 300 | 0 | 0 | |
| Other non-current financial liabilities | 876 | 207 | 323.9 | 730 |
| Non-current liabilities | 20 295 | 2 714 | 647.8 | 5 276 |
| Current liabilities | ||||
| Interest-bearing liabilities | 0 | 3 333 | 1667 | |
| Trade payables and other liabilities | 47 886 | 42 162 | 13.6 | 29 470 |
| Income tax liabilities | 1 263 | 225 | 461.4 | 986 |
| Current liabilities | 49 149 | 45 721 | 7.5 | 32 123 |
| EQUITY AND LIABILITIES | 205 838 | 188 390 | 9.3 | 178 545 |
| EUR thousand | Share capital |
Share premium account |
Treasury shares |
Inv. un restricted equity |
Other reserves |
Translation differences |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY 1.1.2016 |
3 528 | 1 187 | -1 108 | 104 334 | 540 | -3 712 | 36 378 | 141 147 |
| Comprehensive income | -2 012 | -2 957 | -4 969 | |||||
| Dividend distribution | 0 | |||||||
| Share based payments | 7 | -7 | 216 | 216 | ||||
| SHAREHOLDERS' EQUITY 31.03.2016 |
3 528 | 1 187 | -1 101 | 104 326 | 540 | -5 724 | 33 637 | 136 394 |
| EUR thousand | Share capital |
Share premium account |
Treasury shares |
Inv. un restricted equity |
Other reserves |
Translation differences |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY 1.1.2015 |
3 528 | 1 187 | -1 156 | 104 381 | 540 | -2 921 | 34 184 | 139 745 |
| Comprehensive income | 971 | 595 | 1 567 | |||||
| Dividend distribution | -1 415 | -1 415 | ||||||
| Share based payments | 28 | -28 | 48 | 48 | ||||
| SHAREHOLDERS' EQUITY 31.03.2015 |
3 528 | 1 187 | -1 128 | 104 353 | 540 | -1 949 | 33 412 | 139 944 |
| EUR thousand | 1.1.-31.03.2016 | 1.1.-31.03.2015 | 1.1.-31.12.2015 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Result for the period | -2 883 | 595 | 3 083 |
| Adjustments | 2 249 | 2 240 | 9 103 |
| Working capital changes | 12 231 | 17 372 | 952 |
| Financial items in operating activities | -269 | -31 | -34 |
| Income taxes paid/received | 904 | -400 | 543 |
| Cash flows from operating activities | 12 232 | 19 775 | 13 648 |
| Cash flows used in investing activities | |||
| Purchase of tangible and intangible assets | -3 013 | -2 345 | -12 391 |
| Acquisition of subsidiaries and businesses | 0 | 0 | -20 248 |
| Investment made to a joint venture | -1 044 | 0 | -1 957 |
| Repayment of loan receivables | 0 | 0 | 29 881 |
| Cash flows used in investing activities | -4 057 | -2 345 | -4 716 |
| Cash flows from financing activities | |||
| Proceeds from current borrowings | 0 | 12 500 | |
| Repayment of current borrowings | -1 667 | -14 167 | |
| Repayments of non-current borrowings | 0 | -1 667 | -1 667 |
| Proceeds from non-current borrowings | 15 300 | 0 | 0 |
| Dividends paid | 0 | -1 415 | -1 415 |
| Cash flows from financing activities | 13 633 | -3 082 | -4 748 |
| Net change in cash and cash equivalents | 21 809 | 14 349 | 4 184 |
| Cash and cash equivalents at the beginning of period | 33 238 | 28 945 | 28 954 |
| Net foreign exchange difference | -394 | 440 | 100 |
| Cash and cash equivalents at the end of period | 54 653 | 43 743 | 33 238 |
The Interim Report has been prepared in accordance with IAS 34, Interim Financial Reporting. The same accounting principles have been followed as in the annual financial statements.
Preparation of financial statements in accordance with the IFRS standards 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 judgment 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.
The same principles have been followed as in the annual financial statements with the following amendments.
Recurring revenue reported by the company consists of net sales excluding license sales and non-recurring consulting revenue. Alliance fees from financing-related value added services of non-recurring nature are not included in the recurring revenue.
Cloud revenue includes net sales from transactions services, SaaS, financing services excluding alliance fees, and other subscription revenues.
Adjusted EBITDA is calculated by deducting non-recurring alliance fees from net sales, and deducting exceptional costs including acquisition related expenses and certain employee and other efficiency related expenses from costs
Organic revenue growth is calculated by comparing net sales between comparison periods in constant currencies excluding non-recurring items including alliance fees as well as net sales from acquisitions that have taken place in the past 12 months. Net sales in constant currencies is calculated by eliminating the impact of changes in currencies by calculating the net sales for the period by using the comparable period's exchange rates.
Gross investments are total investments made to non-current assets including acquisitions and capitalized R&D costs.
Basware reports one operating segment. The reported segment is comprised of the entire Group, and the segment figures are consistent with the Group figures.
From Q1 2016 onwards, Basware will report revenues by type. The revenue types will be split by Transaction services (consisting of e-invoicing, scan and capture services, printing services and network start-up fees), SaaS, Consulting services (consisting of professional services and customer services management), Maintenance, License sales, and Other.
| Net sales | 1-3/ | 1-3/ | Change, | 1-12/ |
|---|---|---|---|---|
| EUR thousand | 2016 | 2015 | % | 2015 |
| Transaction services | 8 403 | 7 407 | 13.4 | 33 256 |
| SaaS | 3 563 | 2 731 | 30.4 | 11 811 |
| Consulting services | 8 117 | 7 895 | 2.8 | 35 616 |
| Maintenance | 10 132 | 10 462 | -3.2 | 41 664 |
| License sales | 1 501 | 2 548 | -41.1 | 10 921 |
| Other revenue | 2 410 | 2 998 | -19.6 | 10 143 |
| Group total | 34 125 | 34 041 | 0.2 | 143 410 |
Basware also reports revenues by business area.
The Network business area is responsible for Basware's network business, aimed at accelerating growth of transactions in Basware's commerce and financing network, the largest open business commerce network in the world. Reported within the Network business area, Financing Services business area is responsible for selling and implementing Basware's innovative financing services, providing the customers with new, real-time alternatives to manage their working capital on Basware's network.
The Purchase to Pay business area is responsible for Basware's software business, extending the company's global leadership in purchase to pay solutions and driving the growth in cloud-based services.
Professional Services is a global unit serving all Basware's customers, including project management, delivery, business consulting and related operations and development across the business areas.
| Net sales | 1-3/ | 1-3/ | Change, | 1-12/ |
|---|---|---|---|---|
| EUR thousand | 2016 | 2015 | % | 2015 |
| Network | 11 851 | 11 394 | 4.0 | 47 656 |
| P2P | 14 919 | 15 096 | -1.2 | 62 304 |
| Professional Services | 7 355 | 7 551 | -2.6 | 33 450 |
| Group total | 34 125 | 34 041 | 0.2 | 143 410 |
Basware reports geographical areas Finland, EMEIA, and Americas & APAC. The Finland area includes the Finnish operations and corporate services. EMEIA combines Scandinavia and the rest of Europe, as well as operations in Russia and Africa. Americas & APAC includes business operations in North and South America and the Pacific region.
| Net sales | 1-3/ | 1-3/ | Change, | 1-12/ |
|---|---|---|---|---|
| EUR thousand | 2016 | 2015 | % | 2015 |
| Finland | 12 178 | 12 334 | -1.3 | 49 238 |
| EMEIA | 17 507 | 18 105 | -3.3 | 75 810 |
| Americas & APAC | 4 441 | 3 601 | 23.3 | 18 363 |
| Group total | 34 125 | 34 041 | 0.2 | 143 410 |
| Net sales | 1-3/ | 1-3/ | Change, | 1-12/ |
|---|---|---|---|---|
| EUR thousand | 2016 | 2015 | % | 2015 |
| Finland | 18 564 | 20 921 | -11.3 | 78 116 |
| EMEIA | 17 575 | 16 173 | 8.7 | 67 541 |
| Americas & APAC | 4 264 | 3 296 | 29.4 | 17 586 |
| Between areas | -6 278 | -6 349 | -1.1 | -19 833 |
| Group total | 34 125 | 34 041 | 0.2 | 143 410 |
| Operating result | 1-3/ | 1-3/ | Change, | 1-12/ |
|---|---|---|---|---|
| EUR thousand | 2016 | 2015 | % | 2015 |
| Finland | -4 937 | 428 | -1 432 | |
| EMEIA | 2 334 | 749 | 211.7 | 6 099 |
| Americas & APAC | 172 | 165 | 3.9 | 1 327 |
| Between areas | -289 | -210 | 37.9 | -1 316 |
| Group total | -2 721 | 1 132 | 4 676 |
| Personnel | 1-3/ | 1-3/ | Change, | 1-12/ |
|---|---|---|---|---|
| Employed, on average | 2016 | 2015 | % | 2015 |
| Finland | 494 | 474 | 4.1 | 479 |
| EMEIA (excluding India) | 575 | 465 | 23.6 | 514 |
| India | 562 | 503 | 11.7 | 522 |
| Americas & APAC | 82 | 75 | 11.3 | 76 |
| Group total | 1 712 | 1 516 | 13.0 | 1 591 |
| Financial assets Non-current: Available-for-sale financial assets 38 38 38 38 38 38 Non-current trade and other 1 166 1 166 904 904 1 130 1 130 receivables Current: Financial assets at fair value through profit or loss Currency swaps * 0 0 75 75 0 0 Current trade receivables 26 650 26 650 25 834 25 834 23 692 23 692 Current other receivables 491 491 34 423 34 423 224 224 Cash and cash equivalents 54 654 54 654 43 743 43 743 33 238 33 238 Financial liabilities Non-current: Financial liabilities valued at amortized acquisition cost: Loans from financial institutions, 15 300 15 300 0 0 0 0 interest-bearing Current: Financial liabilities at fair value through |
EUR thousand | 31.03.2016 Book value |
31.03.2016 Fair value |
31.03.2015 Book value |
31.03.2015 Fair value |
31.12.2015 Book value |
31.12.2015 Fair value |
|---|---|---|---|---|---|---|---|
| profit or loss | |||||||
| Interest rate derivatives* 1 1 9 9 1 1 |
|||||||
| Loans from financial institutions, 0 0 3 333 3 333 1 667 1 667 |
|||||||
| interest-bearing Trade payables and other liabilities 10 844 10 844 42 162 42 162 8 740 8 740 |
*not in hedge accounting, level 2
| EUR thousand | 31.03.2016 | 31.03.2015 | 31.12.2015 |
|---|---|---|---|
| Own guarantees | |||
| Business mortgages of own debts | 1 200 | 1 200 | 1 200 |
| Guarantees | 320 | 205 | 336 |
| Commitments on behalf of subsidiaries and group companies |
|||
| Guarantees | 37 | 37 | 37 |
| Other own guarantees | |||
| Lease liabilities | |||
| Current lease liabilities | 1 145 | 943 | 1 116 |
| Lease liabilities maturing in 1–5 years | 1 484 | 976 | 1 398 |
| Total | 2 629 | 1 919 | 2 514 |
| Other rental liabilities | |||
| Current rental liabilities | 5 267 | 5 056 | 5 767 |
| Rental liabilities maturing in 1–5 years | 7 067 | 6 966 | 7 155 |
| Rental liabilities maturing later | 1 495 | 1 782 | 1 019 |
| Total | 13 828 | 13 804 | 13 941 |
| Other own contingent liabilities, total | 16 457 | 15 723 | 16 455 |
| Total commitments and contingent liabilities | 18 014 | 17 165 | 18 027 |
| EUR thousand | 31.03.2016 | 31.03.2015 | 31.12.2015 |
|---|---|---|---|
| Joint venture: | |||
| Sales | 423 | 0 | 824 |
| Trade receivables | 184 | 0 | 417 |
| Softaforce: | |||
| Purchases of services | 0 | 50 | 117 |
| Trade payables | 0 | 0 | 0 |
| EUR thousand | 1-3/2016 10-12/2015 | 7-9/2015 | 4-6/2015 | 1-3/2015 | |
|---|---|---|---|---|---|
| NET SALES | 34 125 | 39 210 | 33 569 | 36 590 | 34 041 |
| Other operating income | 0 | 85 | -3 | 3 | 19 |
| Materials and services | -3 611 | -4 098 | -3 852 | -4 437 | -4 009 |
| Employee benefit expenses | -23 848 | -22 456 | -19 238 | -23 221 | -20 811 |
| Depreciation and amortization | -1 848 | -1 919 | -1 827 | -1 822 | -1 658 |
| Other operating expenses | -7 533 | -6 517 | -7 654 | -8 870 | -6 449 |
| Operating result | -2 716 | 4 305 | 996 | -1 757 | 1 132 |
| % | -8.0% | 11.0% | 3.0% | -4.8% | 3.3% |
| Finance income | 231 | 556 | 609 | 458 | 565 |
| Finance expenses | -662 | -605 | 87 | -319 | -841 |
| Share of results of a joint venture |
-626 | -975 | -205 | -444 | 0 |
| Result before tax | -3 773 | 3 281 | 1 488 | -2 062 | 856 |
| % | -11.1% | 8.4% | 4.4% | -5.6% | 2.5% |
| Income taxes | 816 | -327 | -240 | 347 | -261 |
| RESULT FOR THE PERIOD | -2 957 | 2 954 | 1 249 | -1 715 | 595 |
| % | -8.7% | 7.5% | 3.7 % | -4.7% | 1.7% |
| EUR thousand | 1-3/2016 | 1-3/2015 | 1-3/2014 | 1-12/2015 | |
|---|---|---|---|---|---|
| Net sales | 34 125 | 34 041 | 31 013 | 143 410 | |
| Growth of net sales, % | 0.2 % | 9.8 % | 4.0% | 12.3 | |
| Organic revenue growth * | 3.5 % | ||||
| EBITDA | -867 | 2 790 | 2 099 | 11 902 | |
| % of net sales | -2.5% | 8.2 % | 6.8% | 8.3% | |
| Non-recurring items (net amount) | 350 | -2 718 | 435 | ||
| Adjusted EBITDA** | -517 | 18 | 2 099 | 12 337 | |
| % of net sales | -1.5% | 0.0 % | 6.8% | 8.6% | |
| Operating result | -2 716 | 1 132 | 310 | 4 676 | |
| % of net sales | -8.0% | 3.3 % | 1.0% | 3.3% | |
| Growth of operating profit, % | 265.3 % | 8.1% | |||
| Result before tax | -3 773 | 856 | 11 | 3 563 | |
| % of net sales | -11.1% | 2.5 % | 0.0% | 2.5% | |
| Result for the period | -2 957 | 595 | -76 | 3 083 | |
| % of net sales | -8.7% | 1.7 % | -0.2% | 2.1% | |
| Return on equity, % | -8.5% | 1.7 % | -0.3% | 2.2% | |
| Return on investment, % | -8.5% | 4.7 % | 1.7% | 3.6% | |
| Interest-bearing liabilities | 15 300 | 3 333 | 6 893 | 1 667 | |
| Cash and cash equivalents | 54 654 | 73 624*** | 21 308 | 33 238 | |
| Gearing, % | -28.9 % | -50.2 % | -15.1% | -22.4% | |
| Equity ratio, % | 66.3 % | 74.3 % | 65.9% | 79.1% | |
| Total assets | 205 838 | 188 378 | 144 508 | 178 545 | |
| Gross investments | 4 004 | 2 175 | 1 300 | 39 971 | |
| % of net sales | 11.7 % | 6.4 % | 4.2% | 27.9 % | |
| Research and development expenses | 5 581 | 4 808 | 4 474 | 20 748 | |
| % of net sales | 16.4 % | 14.1 % | 14.4% | 14.5 % | |
| R&D personnel at end of period | 400 | 336 | 327 | 373 | |
| Personnel expenses | 23 848 | 20 811 | 20 078 | 85 726 | |
| Personnel on average during the period | 1 712 | 1 516 | 1 460 | 1 591 | |
| Personnel at end of period | 1 713 | 1 508 | 1 441 | 1 648 | |
| Change in personnel, % | 13.0 % | 4.7% | -3.1% | 10.4 % |
* Organic revenue growth from revenue with constant currencies and excluding non-recurring items
* EBITDA - excluding non-recurring items
** Including short term deposits maturing within 3 months from the period end
| Group Share Indicators | 1-3/2016 | 1-3/2015 | 1-3/2014 | 1-12/2015 |
|---|---|---|---|---|
| Earnings per share, undiluted | -0.21 | 0.04 | -0.01 | 0.22 |
| Earnings per share, diluted | -0.21 | 0.04 | -0.01 | 0.22 |
| Equity per share | 9.64 | 9.89 | 7.40 | 9.97 |
| Price per earnings (P/E) | -183.34 | 951.43 | -6 632.45 | 171.31 |
| Share price performance | ||||
| lowest price | 30.48 | 35.98 | 23.50 | 31.80 |
| highest price | 39.91 | 41.22 | 41.00 | 47.80 |
| average price | 34.40 | 38.95 | 33.66 | 39.20 |
| closing price | 38.30 | 40.00 | 39.35 | 37.32 |
| Market capitalization at end of period* | 544 673 071 | 566 006 760 | 505 900 363 | 530 736 266 |
| Share issue adjusted number of | ||||
| traded shares | 581 805 | 845 281 | 2 451 217 | 3 156 826 |
| % of average number of shares | 4.1% | 6.0% | 19.1% | 22.3% |
| Number of shares* | ||||
| - at end of the period | 14 153 765 | 14 150 169 | 12 856 030 | 14 152 770 |
| - average during the period | 14 153 441 | 14 148 935 | 12 931 229 | 14 150 954 |
| - average during the period, diluted | 14 171 718 | 14 158 655 | 12 856 030 | 14 173 167 |
*Excluding treasury shares
Basware Corporation's share capital totaled EUR 3 528 368.70 (3 528 368.70) at the end of the period and the number of shares was 14 221 229 (14 221 229). Basware Corporation holds 67 464 (71 060) of its own shares, corresponding to approximately 0.5 percent (0.5%) of the total number of shares.
Basware had 12 949 (13 441) shareholders at the end of the period, including 12 nominee-registered holdings (12). Nominee-registered holdings accounted for 32.0 percent (26.9%) of the total number of shares.
The company's Annual General Meeting of March 15, 2016, authorized the Board of Directors to decide on the repurchase of the company's own shares and on share issue as well as on the issuance of options and other special rights entitling to shares.
Additional information on shareholdings of the Executive Team and Board of Directors and major shareholders is available on the company's investor site at www.basware.com/investors.
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