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GFT Technologies SE

Quarterly Report Aug 12, 2024

182_10-q_2024-08-12_5ec36ab1-c895-4229-8215-615825cabfb3.pdf

Quarterly Report

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Key figures (IFRS)

GFT Group
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Consolidated interim management report

Consolidated interim management report

1 General

1.1. Reporting principles

This consolidated interim management report should be read in conjunction with the Annual Report for the financial year 2023 and the additional information about the company contained therein.

Unless otherwise stated, figures are in € million. All amounts are rounded in accordance with standard commercial practice.

1.2. Important events

Changes in the Administrative Board and the Managing Directors

With effect from the end of the Annual General Meeting on 20 June 2024, Marika Lulay stepped down as a member of the Administrative Board. On expiry of her service agreement (which ends on 31 December 2024), she will also step down as CEO of the company as planned. Marika Lulay had already informed the Administrative Board in December 2023 that she would not be renewing her service agreement for personal reasons.

On 20 June 2024, the Annual General Meeting elected Marco Santos, previously Group Chief Executive GFT North and South America, as a new member of the Administrative Board. With effect from 1 July 2024, Marco Santos was appointed as an additional Managing Director and also assumed the position of Co-CEO. Until the end of the year, Marco Santos
will manage the company together with Marika Lulay (from 1 July 2024: Co-CEO). Marco Santos will become Chairman of the Managing Directors and sole CEO from 1 January 2025. The CFO, Dr Jochen Ruetz, was appointed Deputy CEO with effect from 1 January 2025.

Sophos acquisition

The acquisition of Sophos Solutions S.A.S., Bogota, Colombia, (Sophos), from Advent International, a global private equity investor, as announced on 25 January 2024, was successfully completed on 1 February 2024 (acquisition date). As of this date, the GFT Group acquired 100\% of shares in Sophos via GFT Technologies S.A.U., Madrid, Spain. According to a market share survey (Gartner 04/2023; based on revenue), the acquisition of Sophos has elevated the GFT Group to one of the top three providers of IT services for banks and insurers in Latin America, while also raising its global delivery capability. Moreover, GFT has gained a new foothold for core banking solutions, artificial intelligence (AI) and cloud modernisation, as well as additional partners and clients - including Colombia's most important financial institutions. In the period from 1 February to 30 June 2024, Sophos employed an average of 1,556 people and contributed revenue of $€ 24.52$ million and a profit of $€ 0.21$ million to consolidated earnings before taxes (EBT) during this period. Due to amortisation from purchase price allocations and integration costs, the GFT Group expects the Sophos acquisition to have a negative impact on EBT of up to $€ 9.5$ million in total in the financial year 2024.

2 Economic report

2.1. General economic and sector-specific conditions

Global economic development

There have been no significant changes with regard to the macroeconomic development since the publication of the Annual Report 2023.

The International Monetary Fund (IMF) reported an upturn in the global economy and world trade during the reporting period. Global economic growth was stable and in line with expectations, yet still below the average of $3.8 \%$ for the period 2000 to 2019. There was a slowdown in economic growth in the USA; in China, an upturn in consumer spending helped stimulate growth. Global inflation continued to fall, although the rate of decline slowed in a number of countries. The IMF recently identified an increasing risk of rising inflation.

After more than a year of stagnation, the eurozone economy recovered and achieved slight growth in the first quarter of 2024. The service sector expanded and the manufacturing sector showed signs of stabilising, albeit at a low level. Driven by net exports and rising consumer spending, the recovery in the first half of the year was stronger than the European Central Bank (ECB) had anticipated in March.

According to Germany's central bank (Bundesbank), the German economy began to gather momentum again in 2024 - in line with expectations. This was mainly driven by consumer spending and rising exports. By contrast, high borrowing costs continued to dampen domestic demand and in particular capital expenditure.

Consolidated Interim management report

Sector developments

The market research institute Gartner reported an increase in global IT spending in the first half of 2024. As companies gradually became less cautious over the course of the year, they began to place orders that had been postponed since as far back as the third quarter of 2023. The growing importance of generative Al became increasingly apparent across all technology segments and led to higher spending on software and data centre systems. The IT services sector, which also includes IT consulting, generated the largest share of total market volume for the first time in the reporting period. With regard to the recruitment of IT specialists, Gartner described 2024 as a turning point: it believes corporate spending on consulting services will exceed that on internal personnel for the first time this year.

The German information and communication technology sector (ICT) made good progress in the first half of 2024 and consistently outperformed the economy as a whole. According to the digital association Bitkom, there were signs of stable growth - albeit with differences between individual segments. The market for information technology once again achieved year-on-year growth, driven by high demand in the software and IT services sectors.

2.2. Development of business

Overview of business development

The GFT Group successfully continued its growth trend in the first half of 2024 and increased revenue by $11 \%$ to $€ 429.63$ million. This positive development was underpinned by GFT's excellent positioning and the ongoing structural need for digital renewal, particularly in the banking sector, growing customer demand for artificial intelligence (AI) and the acquisition of Sophos.

In the Continental Europe segment, revenue rose significantly by $20 \%$ in the first half of 2024, still aided in part by the acquisition completed on 3 April 2023 of targens GmbH, Stuttgart, (targens, now GFT Deutschland GmbH, Stuttgart; only included in the income statement as of 3 April 2023 in the comparative period 2023), as well as by strong local revenue growth in Germany and Spain. In the Americas, UK \& APAC segment, GFT achieved revenue growth of $6 \%$, aided in particular by the acquisition of Sophos in Colombia and growth in our largest local market, Brazil.

There was also an improvement in key earnings figures during the first six months. Adjusted EBIT rose by $15 \%$ to $€ 35.73$ million in the first half of 2024 ( $\mathrm{HY} / 2023$ : $€ 31.17$ million). This figure includes adjustments and $€$ ffects from M\&A transactions of $€ 14.47$ million, as well as share price-related effects from the valuation of compensation agreements amounting to $€-0.91 \mathrm{mi}$ lion. EBITDA rose to $€ 44.43$ million (HY/2023: $€ 40.55$ million), while EBT reached $€ 30.05$ million (HY/2023: €30.04 million). Earnings were burdened in particular by amortisation from purchase price allocations of $€ 4.47$ million. Net income for the period amounted to $€ 21.23$ million (HY/2023: €20.97 million).

The development of revenue and earnings in the first half of 2024 is in line with the previously communicated expectations for the full year. At the same time, the persistently high level of market uncertainty during the reporting period meant that clients of the GFT Group were reluctant to make investment decisions, especially in the USA, the UK and Canada.

Cash flow from operating activities amounted to $€-5.34$ million in the reporting period (HY/2023: $€-9.96$ million). This development was mainly due to working capital effects, especially in connection with fixed-price projects. Cash and cash equivalents fell year on year to $€ 57.34$ million (31 December 2023: $€ 70.34$ million). In addition to the Sophos acquisition, this was also a result of the higher dividend payment to shareholders compared to the previous year.

As of 30 June 2024, the GFT Group had a total of 10,772 employees (full-time equivalents, FTE). This corresponds to an increase of $18 \%$ compared to 9,134 employees on 31 December 2023. The rise mainly reflects the increase in headcount due to the Sophos acquisition. The slowdown in the growth of business had an opposing effect on the development of headcount (see details in section 2.8).

2.3. Development of revenue

Development of revenue

In the first half of 2024, revenue of the GFT Group rose by $11 \%$ to $€ 429.63$ million (HY/2023: $€ 385.42$ million). At $€ 217.24$ million, revenue in the second quarter was $10 \%$ up on the previous year (Q2/2023: €197.73 million).

The Continental Europe segment in particular contributed to this significant year-on-year growth in the first half of 2024. Segment revenue grew by $20 \%$ to $€ 190.61$ million (HY/2023: €159.10 million). This development was bolstered by a positive basis effect from the targens acquisition (only included in the income statement as of 3 April 2023) amounting to $€ 10.65$ million, as well as by significant revenue growth in Spain and Germany. At $€ 96.74$ million, the second quarter was $14 \%$ up on the previous year (Q2/2023: $€ 85.17$ million).

Consolidated interim management report

In the Americas, UK \& APAC segment, revenue increased by $6 \%$ to $€ 238.56$ million ( $\mathrm{H} 1 / 2023$ : $€ 225.91$ million). This development was mainly attributable to the acquisition of Sophos in Colombia, as well as to growth in Brazil. There was an opposing effect from a fall in revenue in the USA, the UK and Canada. In the second quarter of 2024, revenue in the Americas, UK \& APAC segment rose year on year by $7 \%$ to $€ 120.30$ million (Q2/2023: $€ 112.32$ million).

Revenue by segment

in $€$ million
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H1/2024
H1/2023

€ million share in \% € million share in \% $\Delta \%$
Americas, UK \& APAC 238.56 56 225.911 59\% 6\%
Continental Europe 190.61 44 159.10 41\% 20\%
Others $-0.46$ $-0$ 0.41 0\% 12\%
GFT Group 225.93 100 385.421 100\% 11\%

1 Adapted due to the reclassification of sales-related taxes of $€-6.16$ million from other operating expenses

Revenue by country

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H1/2024 H1/2023
€ million share in \% € million share in \% $\Delta \%$
Brazil 62.89 15\% 56.291 $15 \%$ $12 \%$
Germany 58.00 13\% 45.41 $12 \%$ $28 \%$
Spain 53.28 12\% 44.88 $12 \%$ $19 \%$
UK 51.02 12\% 56.17 $15 \%$ $-9 \%$
Italy 43.09 10\% 41.29 $11 \%$ $4 \%$
USA 33.63 8\% 39.41 $9 \%$ $-15 \%$
Canada 32.54 8\% 35.03 $9 \%$ $-7 \%$
Colombia 19.25 4\% 0.00 $0 \%$ n/a
Poland 16.45 4\% 13.75 $3 \%$ $20 \%$
Mexico 13.95 4\% 13.88 $4 \%$ $0 \%$
France 8.73 2\% 6.29 $2 \%$ $39 \%$
Switzerland 5.03 1\% 7.27 $2 \%$ $-31 \%$
Singapore 4.66 1\% 8.02 $1 \%$ $-42 \%$
Romania 3.22 1\% 3.30 $1 \%$ $-2 \%$
Other countries 23.89 5\% 14.43 $4 \%$ $66 \%$
GFT Group 426.63 100\% 385.421 100\% 11\%

1 Adapted due to the reclassification of sales-related taxes of $€-6.16$ million from other operating expenses

Consolidated interim management report

Development of revenue by sector

Revenue generated with clients in the Banking sector grew by $16 \%$ to $€ 325.63$ million in the first six months (H1/2023: €281.17 million), while revenue generated with those in the Insurance sector fell year on year by $7 \%$ to $€ 61.16$ million (H1/2023: $€ 65.92$ million). Revenue from clients in the Industry \& Others sector increased by $12 \%$ to $€ 42.84$ million (H1/2023: $€ 38.33$ million). This positive trend resulted primarily from digitalisation projects in Spain.

All in all, Banking accounted for 76\% (H1/2023: 73\%), Insurance for 14\% (H1/2023: 17\%) and Industry \& Others for 10\% (H1/2023: 10\%) of total revenue. Compared to the previous year, the sector breakdown shifted slightly in favour of Banking - due mainly to the Sophos acquisition.

Revenue by sector
in $€$ million
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Adapted due to the reclassification of sales-related taxes of $€=6.16$ million from other operating expenses, of which $€=4.57$ million for Banking, $€=0.66$ million for Insurance and $€=0.93$ million for Industry \& Others

2.4. Earnings position

Earnings position of the GFT Group in the first half of 2024
At $€ 429.63$ million, revenue was $11 \%$ above the prioryear figure of $€ 385.42$ million. This solid revenue trend was aided by growing demand for solutions in the field of AI and was boosted on the whole by the Sophos and targens acquisitions.

Other operating income amounted to $€ 18.18$ million and was thus well above the prior-year figure (H1/2023: €7.06 million). Other operating income was influenced by a special item from the reversal of provisions for wage tax obligations totalling $€ 11.23$ million as a result of a fiscal proceeding in Brazil in the second quarter of 2024. By contrast, currency gains fell to $€ 1.07$ million, compared to $€ 2.17$ million in the prioryear period. Other income mainly comprises government grants (especially for R\&D activities) of $€ 4.44$ million (H1/2023: $€ 4.44$ million).

The cost of purchased services amounted to $€ 54.08$ million and was thus $3 \%$ above the prior-year figure (H1/2023: $€ 52.38$ million). This item includes the purchase of external services in connection with the core operating business. The ratio of cost of purchased services to revenue decreased to $13 \%$ in the first half of 2024 (H1/2023: 14\%).

Personnel expenses rose faster than revenue in the reporting period by $19 \%$ to $€ 313.56$ million (H1/2023: $€ 264.49$ million). This development was primarily attributable to the increase in average headcount, especially in Colombia, Brazil, Spain and Italy. The rise in headcount in Colombia is due to the Sophos acquisition. Personnel expenses were significantly burdened by capacity adjustments of $€ 4.39$ million (H1/2023: $€ 2.59$ million). The ratio of personnel expenses to revenue (the personnel cost ratio) rose to $73 \%$ (H1/2023: $69 \%$ ). The personnel cost ratio without capacity adjustments and plus the purchase of external services deteriorated to $85 \%$ (H1/2023: 82\%).

Other operating expenses were up slightly by $2 \%$ and amounted to $€ 35.74$ million in the first six months of 2024 (H1/2023: $€ 35.06$ million). The main cost elements continued to be operating, administrative and selling expenses, which totalled $€ 32.37$ million (H1/2023: $€ 30.92$ million). The rise in other operating expenses during the reporting period is mainly due to increased audit and consulting fees, as well as higher costs for IT licences. Meanwhile, personnelrelated expenses (especially for recruiting) and currency losses declined. Currency losses amounted to $€ 1.78$ million, compared to $€ 3.28$ million in the previous year.

Consolidated interim management report

As a consequence, the GFT Group's EBITDA amounted to $€ 44.43$ million and thus improved year on year by $10 \%$ (H1/2023: $€ 40.55$ million).

Depreciation and amortisation of intangible assets and property, plant and equipment totalled $€ 12.26$ million (H1/2023: $€ 10.61$ million). Right-of-use assets in connection with leases accounted for $€ 5.50$ million of this amount (H1/2023: $€ 5.18$ million). As in the previous year, there were no impairment expenses.

In the first half of 2024, EBIT amounted to $€ 32.17$ million and was thus $7 \%$ above the prior-year figure (H1/2023: $€ 29.94$ million). There were special items in connection with M\&A transactions and share price-related effects from the valuation of compensation agreements amounting to $€-3.56$ million (H1/2023: $€-1.23$ million). As a result, adjusted EBIT in the first half of 2024 amounted to $€ 35.73$ million and was thus $15 \%$ above the prior-year figure (H1/2023: $€ 31.17$ million). Effects from M\&A transactions in the reporting period include an amount of $€ 2.05$ million from the acquisition of Sophos (H1/2023: $€ 0.00$ million) and $€ 0.86$ million from the acquisition of targens (H1/2023: $€ 1.09$ million). On the whole, the development of earnings was marked by a solid - acquisitionbased - growth of revenue as well as extraordinary income in connection with a financial court verdict in Brazil amounting to $€ 10.45$ million. However, the operating result in the first half of 2024 was burdened in particular by personnel capacity adjustments of $€ 4.39$ million (H1/2023: $€ 2.59$ million).

Due mainly to significantly higher interest expenses, the financial result worsened to $€-2.12$ million in the first half of 2024 (H1/2023: $€ 0.10$ million). The rise in interest expenses is primarily attributable to the debt financing of the Sophos acquisition and the global increase in interest rates.

EBT amounted to $€ 30.05$ million and was thus virtually unchanged from the previous year (H1/2023: $€ 30.04$ million). The EBT margin decreased to $7.0 \%$ compared to $7.8 \%$ in the previous year.

In the first half of 2024, an expense of $€ 8.82$ million was disclosed under income taxes (H1/2023: $€ 9.06$ million). The imputed tax rate amounted to $29.4 \%$ (H1/2023: $30.2 \%$ ). The lower tax rate is due in particular to the lower level of non-tax-deductible operating expenses in Germany.

Net income for the first half of 2024 amounted to $€ 21.23$ million and was thus marginally above the corresponding prior-year figure (H1/2023: $€ 20.97$ million). As a consequence of the slight increase in net income, earnings per share in the first half of 2024 rose to $€ 0.81$ (H1/2023: $€ 0.80$ ), based on an unchanged volume of $26,325,946$ outstanding shares.

Earnings (EBT) by segment in the first half of 2024 In the Americas, UK \& APAC segment, EBT amounted to $€ 18.31$ million and was therefore largely unchanged from the prior-year level (H1/2023: $€ 18.37$ million). This development in earnings was significantly boosted by a special item from the reversal of provisions following a fiscal proceeding in Brazil amounting to $€ 10.45$ million. Earnings in the first half of 2024 were mainly burdened by capacity adjustments of $€ 3.34$ million (H1/2023: $€ 2.14$ million), especially in the UK
and Brazil. Moreover, EBT in the reporting period was negatively influenced by amortisation from purchase price allocations of $€ 2.05$ million in connection with the Sophos acquisition. The largest contributions to earnings were generated by the Group's subsidiaries in Brazil, Canada and the USA. The EBT margin, based on external revenue, decreased slightly to $7.7 \%$ (H1/2023: $8.1 \%$ ).

In the first six months of 2024, EBT in the Continental Europe segment amounted to $€ 12.45$ million and was thus $21 \%$ or $€ 3.24$ million below the prior-year figure (H1/2023: $€ 15.69$ million). The fall in segment earnings in the first half of 2024 is primarily attributable to increased personnel capacity adjustments of $€ 1.05$ million (H1/2023: $€ 0.45$ million), as well as an underutilisation of capacity. As in the previous year, the largest contributions to earnings in the first half of 2024 were generated by the Group companies in Spain, Poland and Italy. The EBT margin, based on external revenue, amounted to $6.5 \%$ and was thus well below the prioryear level (H1/2023: $9.9 \%$ ).

Earnings of the Others category improved significantly year on year by $€ 3.31$ million to $€-0.71$ million (H1/2023: $€-4.02$ million), mainly as a result of increased cost allocations to the operating segments, as well as lower currency losses in connection with the central clearing system. The Others category - presented as a reconciliation column in segment reporting - comprises items which by definition are not included in the segments. It also includes costs of the Group headquarters which are not allocated, e.g. items relating to corporate activities, or revenue which is only generated occasionally for Group activities.

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2.5. Financial position

The GFT Group has concluded a syndicated loan agreement and two promissory note agreements to secure its long-term funding. The syndicated loan was modified on 26 January 2024 for the purpose of financing the Sophos acquisition. The loan now amounts to $€ 140.00$ million (31 December 2023: $€ 60.00$ million) and comprises three tranches: a Facility A credit line of up to $€ 20.00$ million (31 December 2023: $€ 20.00$ million), a Facility B revolving credit line of up to $€ 40.00$ million ( 31 December 2023: $€ 40.00$ million) and a Facility $C$ as a dedicated acquisition tranche of $€ 80.00$ million ( 31 December 2023: $€ 0.00$ million). As of 30 June 2024, Facility A and Facility C had each been drawn in full (31 December 2023: $€ 20.00$ million), while $€ 35.00$ million of Facility B had been drawn (31 December 2023: $€ 13.76$ million). The promissory
note loans totalling $€ 17.00$ million were still drawn as of 30 June 2024 (31 December 2023: $€ 17.00$ million).

Despite the Sophos acquisition, the financial structure of the GFT Group remained intact. As of 30 June 2024, there were unused credit lines of $€ 24.10$ million (31 December 2023: $€ 46.35$ million). The net liquidity of the GFT Group - calculated as the stock of disclosed cash and cash equivalents less financing liabilities - decreased from $€ 4.39$ million at the end of 2023 to $€-108.31$ million as of 30 June 2024.

Change in net liquidity
in $€$ million
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Net cash Financing liabilities

Cash
Cash flow operating activities

Cash flow investing activities

Cash flow
investing
activities

FIX
effects

Cash
Financing liabilities
Net cash

Cash flow from operating activities resulted in a net cash outflow of $€ 5.34$ million in the reporting period (H1/2023: €9.96 million). The development of operating cash flow in the first half of 2024 - despite solid net income - is mainly due to significantly increased income tax payments of $€ 14.06$ million (H1/2023: $€ 5.07$ million), which in particular comprise amounts for previous years. Meanwhile, there were fewer negative working capital effects compared to the previous year. As a rule, working capital develops positively over the course of the year. Within working capital, there was a particularly noticeable decline of $€ 16.39$ million in contract liabilities (H1/2023: $€ 19.03$ million). At the same time, trade receivables including contract assets declined in total by $€ 4.30$ million (H1/2023: $€-5.23$ million). The payment behaviour of our clients remained stable.

With a cash outflow of $€ 81.33$ million in the first half of 2024 (H1/2023: €48.14 million), cash flow from investing activities was dominated by the payment of $€ 79.45$ million in connection with the Sophos acquisition. The payment in the previous year related to the acquisition of targens. The cash outflow from investment in property, plant and equipment amounted to $€ 1.75$ million in the first half of 2024 (H1/2023: $€ 2.16$ million).

To provide a more transparent view of current business, free cash flow is reported on an adjusted basis. This is calculated by deducting cash flow from investing activities from operating cash flow and adjusting for the effects of business combinations. Adjusted free cash flow in the first half of 2024 amounted to $€-7.22$ million and was thus above the prior-year level (H1/2023: €-12.05 million).

Cash flow from financing activities in the reporting period led to a net cash inflow of $€ 75.76$ million (H1/2023: €24.32 million). This year-on-year development is mainly attributable to a higher net assumption of bank loans amounting to $€ 94.69$ million (H1/2023: $€ 41.84$ million), largely as a result the debt-financed purchase payment for the Sophos acquisition. By contrast, the dividend payment to shareholders of $€ 13.16$ million (H1/2023: $€ 11.85$ million) resulted in an increased cash outflow.

All in all, and including currency effects, these developments led to a decline in liquid funds as of 30 June 2024 of $€ 13.00$ million to $€ 57.34$ million (31 December 2023: $€ 70.34$ million).

2.6. Asset position

Structure of the consolidated balance sheet - assets in $€$ million

Non-current assets
Cash and cash equivalents
Other current assets
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Compared to the end of the previous year, the balance sheet total of the GFT Group rose by $14 \%$ to $€ 638.88$ million (31 December 2023: $€ 562.52$ million). The increase is mainly due to the acquisition of Sophos. The proportion of non-current assets rose to $53 \%$ of the balance sheet total as of 30 June 2024, compared to $46 \%$ at the end of last year.

At $€ 337.13$ million, non-current assets of the GFT Group were $€ 75.91$ million or $29 \%$ above the yearend figure (31 December 2023: $€ 261.22$ million). Non-current assets mainly comprise goodwill of $€ 226.04$ million (31 December 2023: $€ 162.79$ million), other intangible assets of $€ 36.50$ million (31 December 2023: $€ 19.50$ million) and property, plant and equipment of $€ 62.49$ million (31 December 2023: $€ 60.31$ million). The increase in goodwill and other intangible assets is mainly due to the acquisition of Sophos and the preliminary purchase price allocation recognised in the course of initial consolidation. Of the purchase price of $€ 86.35$ million for the Sophos shares, $€ 62.86$ million was attributable to goodwill and $€ 20.51$ million to customer relationships at the time of initial consolidation.

In accordance with IFRS 16, right-of-use assets for land and buildings, as well as car parks and vehicles, amounting to $€ 36.88$ million as of 30 June 2024 (31 December 2023: €35.91 million) are disclosed in property, plant and equipment. Capital expenditure (without right-of-use assets) amounted to $€ 1.75$ million in the reporting period and was thus below the prioryear level (H1/2023: €2.16 million).

Cash and cash equivalents decreased by $€ 13.00$ million to $€ 57.34$ million as of 30 June 2024 (31 December 2023: $€ 70.34$ million). The decline is mainly due to the dividend payment of $€ 13.16$ million to shareholders of GFT Technologies SE.

As of 30 June 2024, other current assets increased to $€ 244.41$ million (31 December 2023: $€ 230.96$ million), mainly as a result of the rise in receivables from client contracts. These receivables from client contracts comprise trade receivables as well as contract assets and totalled $€ 196.17$ million as of 30 June 2024 - an increase of $€ 4.61$ million over the year-end amount (31 December 2023: $€ 191.56$ million) due to closing-date effects. In addition, income tax assets rose by $€ 3.94$ million to $€ 14.32$ million (31 December 2023: $€ 10.38$ million) and other assets by $€ 3.35$ million to $€ 26.68$ million (31 December 2023: $€ 23.32$ million). Other assets mainly comprise prepaid expenses and government grants.

Structure of the consolidated balance sheet equity and liabilities

in $€$ million

Equity
Non-current liabilities
Current liabilities
img-10.jpeg

Equity and
liabilities
$€$ million
$30 / 06 /$
2024
$31 / 12 /$
2023
$\Delta$ $\Delta \%$
Equity 245.04 241.06 4.55 2\%
Non-current liabilities 116.18 68.37 48.18 70\%
Current liabilities 271.52 253.09 23.63 9\%
638.98 562.52 76.36 14\%

Mainly due to the solid net income result, equity capital of the GFT Group rose slightly by $2 \%$ or $€ 4.55$ million to $€ 245.61$ million (31 December 2023: $€ 241.06$ million); adjusted for currency effects, the increase amounted to $3 \%$ or $€ 8.07$ million. Net income for the period of $€ 21.23$ million (H1/2023: $€ 20.97$ million) was mainly opposed by the dividend paid to shareholders of $€ 13.16$ million (H1/2023: $€ 11.86$ million). Currency translation effects amounted to $€-3.52$ million in the
first half of 2024 (H1/2023: $€ 4.30$ million) and resulted mainly from the devaluation of the Brazilian real and the Colombian peso.

As the rise in equity capital was proportionately less than that of the balance sheet total, the equity ratio of $38 \%$ was below the year-end figure ( 31 December 2023: 43\%). The capital structure of the GFT Group continues to stand for economic solidity.

As of 30 June 2024, non-current liabilities of $€ 116.55$ million were significantly above the year-end level (31 December 2023: $€ 68.37$ million). The development was primarily shaped by the acquisition of Sophos. Due mainly to the debt-financed purchase price payment, non-current financing liabilities rose by $€ 41.03$ million to $€ 51.03$ million (31 December 2023: $€ 20.00$ million). In addition, deferred tax liabilities increased by $€ 8.33$ million to $€ 16.30$ million (31 December 2023: $€ 7.97$ million), mainly due to purchase price allocation effects.

Current liabilities amounted to $€ 276.72$ million as of the reporting date, compared to $€ 253.09$ million on 31 December 2023. The increase in current liabilities resulted mainly from the rise of $€ 58.68$ million in financing liabilities to $€ 104.63$ million (31 December 2023: $€ 45.95$ million), primarily as a consequence of bank loans totalling $€ 40.00$ million taken out to finance the Sophos acquisition. By contrast, contract liabilities decreased by $€ 14.08$ million to $€ 26.75$ million due to closing-date effects (31 December 2023: $€ 40.83$ million), while other provisions fell strongly by $€ 16.96$ million to $€ 38.43$ million (31 December 2023: $€ 55.39$ million). The decline in other provisions is mainly due to the reversal of wage tax obligations in connection with a financial court verdict in Brazil.

The GFT Group's debt ratio increased to 62\% as of 30 June 2024 (31 December 2023: 57\%). Due to capital expenditure, the ratio of net financial debt to equity (gearing) deteriorated to $44 \%$ during the reporting period (31 December 2023: -2\%). Net financial debt comprises disclosed cash and cash equivalents less bank liabilities.

Further information on the GFT Group's assets, equity and liabilities is provided in the consolidated balance sheet, the consolidated statement of changes in equity and the respective condensed notes to the half-year consolidated financial statements.

2.7. Overall assessment of the development of business and the economic position

The GFT Group made good progress with solid growth in the first six months of 2024 - especially in view of the volatile market environment. GFT was able to offset a persistently low propensity to invest, especially in the English-speaking markets, with growth in Brazil and continental Europe. This was aided by GFT's successful diversification strategy with a healthy balance of clients across different sectors and regions. The Group's strategic development with the acquisition of Sophos played a particularly important role in this growth. There was a solid improvement in key earnings figures in line with revenue growth. However, earnings margins were burdened in the second quarter in particular by higher than expected expenses for personnel capacity adjustments, as well as by writedowns from purchase price allocations and integration costs.

The fundamental digitalisation trends in GFT's target markets remain intact and the Group continues to be very well placed to benefit from the current market opportunities - especially in the field of artificial intel-ligence - and successfully meet the high demand for complex digitalisation solutions.

Due mainly to acquisition effects, the GFT Group's equity ratio fell to $38 \%$ as of 30 June 2024 (31 December 2023: 43\%). The capital and balance sheet structure of the GFT Group therefore remains solid.

2.8. Non-financial performance indicators

Employees

As of 30 June 2024, the GFT Group ${ }^{1}$ employed a total of 10,772 people - an increase of $20 \%$ over the same date last year (30 June 2023: 9,008) and $18 \%$ above the year-end 2023 figure (31 December 2023: 9,134). The increase is mainly due to the acquisition of Sophos as of 1 February 2024.

There were 6,145 full-time employees in the Americas, UK \& APAC business division as of 30 June 2024. This corresponds to an increase of $36 \%$ over the previous year (30 June 2023: 4,522). Compared to yearend 2023, headcount in this segment also rose by 36\% (31 December 2023: 4,528), mainly as a result of the Sophos acquisition in Colombia.

In the Continental Europe business division, headcount rose year on year by $3 \%$ to 4,509 as of 30 June 2024 (30 June 2023: 4,376). Compared to year-end 2023, headcount was virtually unchanged (31 December 2023: 4,492).

As of 30 June 2024, 118 full-time staff were employed in holding functions of the GFT Group - 7\% more
than in the previous year (30 June 2023: 110) and 4\% more than year-end 2023 (31 December 2023: 114).

The productive utilisation rate, based on the use of production staff in client projects, amounted to $90 \%$ in the reporting period (2023: 90\%).

Employees by segment

$30 / 06 /$
2024
$31 / 12 /$
2023
$\Delta$ FTE $\Delta \%$
Americas,
UK \& APAC
6,145 4,528 1,617 $36 \%$
Continental
Europe
4,509 4,492 17 $0 \%$
Others 118 114 4 $4 \%$
GFT Group 10,772 9,134 1,638 $18 \%$
30/06/2024 31/12/2023 $\Delta$ FTE $\Delta \%$
Brazil 2,287 2,964 317 $11 \%$
Spain 2,200 2,136 73 $3 \%$
Colombia 1,397 0 1,391 n/a
Italy 710 892 26 $3 \%$
Poland 730 882 $-84$ $-10 \%$
Germany 620 613 7 $1 \%$
Mexico 410 446 $-32$ $-7 \%$
Canada 392 401 $-19$ $-5 \%$
UK 227 295 $-72$ $-24 \%$
Vietnam 172 178 $-4$ $-2 \%$
Costa Rica 152 180 $-26$ $-14 \%$
France 52 52 0 0\%
USA 59 46 4 $9 \%$
India 49 0 45 n/a
Switzerland 28 29 $-1$ $-3 \%$
Chile 17 0 11 n/a
Singapore 8 11 $-2$ $-18 \%$
Hong Kong (SAR) ${ }^{1}$ 7 7 0 0\%
Panama 7 0 3 n/a
Belgium 2 2 0 0\%
Peru 7 0 1 n/a
GFT Group 10,272 9,134 1,638 $18 \%$

1 Hong Kong Special Administrative Region of the People's Republic of China (hereinafter: 'Hong Kong')

Research and development

Research and development activities continue to focus on the application possibilities of high-growth technologies such as AI, DLT/blockchain, automation (RPA), data analytics and especially cloud. In the first half of 2024, research and development expenses fell to $€ 4.32$ million (H1/2023: $€ 8.13$ million). Activities in Germany and Spain in particular accounted for a larger share of these expenses. At $€ 4.00$ million, or $93 \%$, personnel costs accounted for the main share of expenses (H1/2023: $€ 7.20$ million or $89 \%$ ). Expenses for third-party services amounted to $€ 0.31$ million
(H1/2023: €0.93 million). This corresponds to 7\% (H1/2023: 11\%) of total research and development expenses.

2.9. Subsequent events

There were no events with a significant impact on the financial position and performance of the GFT Group subsequent to 30 June 2024 (see section 7.3 of the condensed notes to the half-year consolidated financial statements).

3 Forecast report

3.1. Development of the general economy and the sector

Expected economic growth for 2024

Country/region Forecast Half-Year Report 2024 Forecast Annual Report 2023
Global economy ${ }^{1}$ $\begin{gathered} 3.2 \% \ 0.1 \% \end{gathered}$ $\begin{gathered} 3.1 \% \ 0.8 \% \end{gathered}$
Germany ${ }^{3}$ 0.3\% 0.4\%

Sources: 1 IMF, 2 ECB, 3 Bundesbank
In its latest report for the current year, the IMF expects global economic output to grow by $3.2 \%$ and cites the emerging markets in Asia as the drivers of this development. Growth in China and India is expected to account for half of the global rise in output. The IMF has downgraded its forecast for the US economy after it got off to a worse-than-expected start to the year. The outlook for the eurozone is slightly more upbeat. However, the IMF also warns that the global economy remains exposed to certain risks: price increases for services have slowed the decline in inflation. Moreover, growing tensions in world trade and geopolitical risks may lead to a renewed acceleration of inflation. The IMF forecasts a global inflation rate of $5.9 \%$ for 2024.

In view of rising consumer spending and increasing foreign demand, the ECB expects that economic growth in the Eurozone will continue to gain momentum. The negative effects of tighter monetary control in recent years are expected to gradually subside in the medium term. The ECB has slightly upgraded its GDP growth forecast for 2024 ( $0.9 \%$ ) and expects an inflation rate of $2.5 \%$.

The German economy is expected to return to modest growth in 2024. According to the Bundesbank, consumer spending will continue to strengthen over the remaining months and industrial output will increase in the second half of the year. The Bundesbank forecasts GDP growth of $0.3 \%$. The inflation rate in Germany is expected to fall to $2.8 \%$.

Sector-based conditions - market expectations for 2024

Forecast
Half-Year
Report 2024
Forecast
Annual
Report 2023
Sector ${ }^{1}$
Global IT spending (currency adjusted) 7.5\% $6.8 \%$
Software 12.6\% $12.7 \%$
IT services 7.1\% $8.7 \%$
Banks 5.9\% $8.3 \%$
Insurance 8.7\% $9.0 \%$
Industry 6.4\% $7.3 \%$
ICT market Germany ${ }^{2}$ 4.3\% $4.4 \%$

Sources: 1 Gartner, 2 Bitkom
According to the market research institute Gartner, global IT spending will grow by $7.5 \%$ in 2024. Gartner expects the strongest growth in the areas of software ( $12.6 \%$ ) and data centre systems ( $24.1 \%$ ) - reflecting the huge demand for computing power needed for generative AI. Gartner has downgraded its forecast for the IT services sector. Due to lower investments in the IT consulting and process services sub-segment, growth of $7.1 \%$ is now expected.

Digital transformation remains a priority for companies. Analysts at International Data Corporation (IDC) expect global investments in digitalisation to increase significantly and to account for two-thirds of all ICT spending by 2027. IDC believes that AI, as a multidisciplinary technology, will accelerate investments across all sectors.

Gartner predicts that global spending on AI software will increase to 297 billion US dollars in 2027, with an average annual growth rate of $19.1 \%$. Spending on generative AI software is set to increase from $8 \%$ of revenue in 2023 to $35 \%$ in 2027. The market research institute Forrester continues to forecast an average annual growth rate of $36 \%$ for AI platforms (2023 to 2030).

The global cloud computing market will also continue to grow in 2024. Gartner has confirmed its forecasts for global end-user spending on public cloud services and expects it to rise by $20.4 \%$ to 675 billion US dollars in the current financial year. Application modernisation and generative AI are likely to remain the main growth drivers. The market experts predict particularly high growth rates for the infrastructure-as-a-service segment $(25.6 \%)$.

With regard to individual sectors, the market analysts have scaled back their growth forecasts, in some cases significantly, compared to those outlined in the Annual Report 2023. For the banking sector, they now anticipate growth of $5.9 \%$ - down from $8.3 \%$ at the beginning of the year. In the insurance sector, growth of $8.7 \%$ is expected ( $9.0 \%$ ) and IT spending in the industrial sector is now forecast to rise by $6.4 \%$, instead of the previously expected $7.3 \%$.

For the German ICT market, the digital association Bitkom forecasts revenue growth of $4.3 \%$ in 2024 almost unchanged from its forecast at the beginning of the year. The information technology market is expected to grow by $5.4 \%$, which is slightly less than previously anticipated. Revenue growth of $4.5 \%$ is forecast for IT services. According to the industry association, there will be a particularly strong increase in software spending ( $9.8 \%$ ). Above-average growth of $12.8 \%$ is expected for revenue generated by platforms for the development, testing and provision of software; growth of $39 \%$ is anticipated for AI platforms.

3.2. Expected development of the GFT Group

Adjustments to guidance

in € million Financial year 2023 Guidance 2024 Annual
Report 2023
Guidance 2024
Half-Year Report
$\Delta$ current guidance
vs. FY 2023
Revenue $789{ }^{1}$ $905^{1}$ $888^{1}$ $12 \%$
Adjusted EBIT 73 85 82 $12 \%$
EBT 68 72 70 $3 \%$

1 Adapted due to the reclassification of sales-related taxes from other operating expenses

Consolidated interim management report

Despite the ongoing market uncertainties and the resulting restraint displayed by our clients, the GFT Group succeeded in maintaining its upward trajectory in the first six months of the financial year. At the same time, the persistently low level of market momentum continued to result in order postponements.

In view of the persistently challenging market environment, which could potentially prompt further investment postponements by our clients, GFT has made slight adjustments to its guidance for the financial year 2024. Revenue is now expected to reach $€ 885$ million (previously $€ 905$ million), including a $€ 55$ million contribution from Sophos (previously €60 million). GFT now expects adjusted EBIT of €82 million (previously €85 million) and EBT of €70 million (previously €72 million).

For the second half of 2024, GFT currently expects its positive business trend to continue.

With the exception of the adjustments outlined above, the detailed assessment of the expected development of the GFT Group presented in section 4.2 of the combined management report 2023 remains valid.

Overall statement on guidance

The fundamental digitalisation trends in GFT's markets remain intact. Due to its in-depth and acclaimed sector and technology expertise, the GFT Group is still excellently positioned to benefit from growth trends. For this reason, GFT expects to continue its growth and raise its revenue and earnings in the financial year 2024.

These forecasts take account of all events known at the time of preparing this report that might have an impact on the performance of the GFT Group.

4 Risk and opportunity report

The risks and opportunities which may have a material impact on the financial position and performance of the GFT Group were presented - together with detailed information on the risk and opportunity management system - in the combined management report 2023 (see sections 5 and 6 of the Annual Report 2023). There have been no significant changes with regard to the risks and opportunities described since the preparation date of the combined management report 2023.

Overall risk assessment

At the time of preparing this report, there are no recognisable risks that might jeopardise the existence of the GFT Group. No permanent or substantial impairment of the company's financial position and performance is expected. The early warning system for the detection of risks implemented by GFT is being permanently refined.

Stuttgart, 5 August 2024

GFT Technologies SE
The Managing Directors
img-11.jpeg

Marika Lulay
Co-Chief Executive Officer (Co-CEO)
img-12.jpeg

Dr Jochen Ruetz
Chief Financial Officer

Marco Santos

Co-Chief Executive Officer (Co-CEO)
img-13.jpeg

Jens-Thorsten Rauer
Group Chief Executive -
Central \& Western Europe

Consolidated balance sheet
as at 30 June 2024, GFT Technologies SE

Assets

in $€$ 30/06/2024 31/12/2023
Non-current assets
Goodwill 226,041,502.13 162,791,888.17
Other intangible assets 36,496,643.34 19,502,531.44
Property, plant and equipment 62,485,708.93 60,308,581.14
Financial investments 696,217.60 696,217.60
Other financial assets 1,152,176.03 1,165,739.26
Deferred tax assets 8,601,847.71 12,406,726.52
Income tax assets 0.00 8,796.00
Other assets 1,657,834.94 4,336,665.82
337,131,930.68 261,217,145.95
Current assets
Inventories 1,786,797.09 93,867.50
Trade receivables 146,322,722.33 166,535,917.19
Contract assets 49,845,584.16 25,025,719.14
Cash and cash equivalents 57,344,568.00 70,340,638.75
Other financial assets 5,459,453.62 5,610,121.96
Income tax assets 14,316,808.27 10,373,312.21
Other assets 26,675,343.16 23,321,351.43
301,751,276.61 301,300,928.18
639,883,207.38 562,518,074.13

Equity and liabilities

in $€$ 30/06/2024 31/12/2023
Shareholders' equity
Share capital 26,325,946.00 26,325,946.00
Capital reserve 42,147,782.15 42,147,782.15
Retained earnings 182,125,174.11 174,059,064.95
Other reserves $-4,987,084.36$ $-1,468,946.26$
245,611,817.90 241,063,846.84
Non-current liabilities
Financing liabilities 61,027,768.31 20,000,000.00
Other financial liabilities 28,846,099.68 28,410,575.18
Provisions for pensions 5,941,451.86 5,652,464.73
Other provisions 3,790,042.05 5,516,208.26
Deferred tax liabilities 16,296,988.05 7,972,962.39
Other liabilities 651,136.86 821,346.68
116,553,486.85 68,373,557.24
Current liabilities
Trade payables 8,599,933.13 13,571,088.78
Financing liabilities 104,625,752.71 45,947,997.19
Other financial liabilities 23,213,848.91 20,245,544.44
Other provisions 38,434,557.45 55,389,804.85
Income tax liabilities 6,743,816.85 14,227,129.55
Contract liabilities 26,750,054.97 40,833,020.84
Other liabilities 68,349,938.48 62,866,084.40
276,717,902.54 253,080,670.05
639,883,207.20 562,518,074.13

Consolidated income statement

for the period from 1 January to 30 June 2024, GFT Technologies SE
img-14.jpeg

1 Adapted due to the reclassification of sales-related taxes in the amount of $€-6,156$ thousand from other operating expenses.

$\Gamma$
Consolidated statement of comprehensive income

for the period from 1 January to 30 June 2024, GFT Technologies SE
img-15.jpeg

2 Actuarial gains/losses are generally recognised at year-end based on corresponding expert reports.

Consolidated statement of changes in equity

for the period from 1 January to 30 June 2024, GFT Technologies SE
img-16.jpeg

1 Retained earnings also include items that will not be reclassified to the consolidated income statement.

Consolidated cash flow statement

for the period from 1 January to 30 June 2024, GFT Technologies SE
img-17.jpeg

Condensed notes to the half-year consolidated financial statements

1 General information

These condensed half-year consolidated financial statements of GFT Technologies SE and its subsidiaries were prepared in accordance with section 115 of the German Securities Trading Act (WpHG) and International Accounting Standard (IAS) 34 Interim Financial Reporting. The half-year consolidated financial statements comply with International Financial Reporting Standards (IFRS) as adopted by the European Union.

GFT Technologies SE is a European public limited company (Societas Europaea, SE) with headquarters in Stuttgart, Germany. The company is registered in the Commercial Register of the District Court of Stuttgart under number HRB 753709 with its registered offices at Schelmenwasenstrasse 34, 70567 Stuttgart. The GFT Technologies SE share is listed in the Prime Standard segment of the Frankfurt Stock Exchange and is publicly traded. GFT Technologies SE is the ultimate parent company of the GFT Group, an international technology partner for digital transformation in the banking, insurance and industrial sectors. Its range of services includes consulting for the development and implementation of innovative IT strategies, the development of customer-specific solutions, the implementation of industry-specific standard software and the maintenance and further development of business-critical IT solutions.

These condensed half-year consolidated financial statements are to be read in conjunction with the audited and published IFRS consolidated financial statements as of 31 December 2023 and the notes contained therein.

The half-year consolidated financial statements were prepared by the Managing Directors of GFT Technologies SE on 5 August 2024 and released for publication by the Administrative Board. The half-year consolidated financial statements were reviewed by the Group's independent auditors.

2 Accounting methods

2.1. Basis of preparation of the financial statements

The half-year consolidated financial statements of GFT Technologies SE have been prepared in euro (€). Unless noted otherwise, amounts are stated in thousands of euros ( $€$ thousand). Amounts are rounded using standard commercial methods.

All intercompany accounts and transactions were eliminated.

In the opinion of the company's management, the halfyear consolidated financial statements reflect all accounting entries (in other words, normal recurring entries) necessary for a fair presentation of the Group's financial position and performance. Results presented for interim periods are not necessarily indicative of results that may be expected in future periods or for the full financial year.

In preparing the half-year consolidated financial statements according to IFRS, management must make discretionary decisions, estimates and assumptions to a certain extent. These may affect the amount and presentation of assets and liabilities recognised in the
balance sheet, disclosures of contingent assets and liabilities as of the reporting date, as well as disclosed income and expenses for the reporting period. Due to the increasingly complex and uncertain macroeconomic and geopolitical environment with growing volatility in the commodity and financial markets including equity and currency prices, caused by fluctuating interest rates and inflation rates - as well as the increasing fears of a slowdown in the economic growth of certain markets, these discretionary decisions, estimates and assumptions are subject to increased uncertainty. Actual amounts may vary from these estimates and assumptions; changes can have a significant impact on the half-year consolidated financial statements.

These interim financial statements were prepared using the same accounting and valuation methods as those on which the consolidated financial statements as of 31 December 2023 were based and which are described in detail in the notes contained therein.

2.2. Changes in accounting methods

New IFRS pronouncements requiring mandatory application in the financial year
The standards and interpretations that became mandatory for the first time as of 1 January 2024 had no impact on the financial position and performance of the GFT Group. Further information on the IFRS pronouncements requiring mandatory application for the first time as of 1 January 2024 is presented in the notes to the consolidated financial statements 2023 under note 2.7.

condensed notes to the

half-year consolidated financial statements

IFRS pronouncements to be applied in future financial years

In April 2024, the IASB published the standard IFRS 18 Presentation and Disclosures in Financial Statements. The standard aims to improve the presentation of financial information and increase the transparency and comparability of financial statements. IFRS 18 will supersede IAS 1 Presentation of Financial Statements. Subject to its endorsement by the EU, application will be mandatory for financial years beginning on or after 1 January 2027. Although permitted, the GFT Group does not intend to apply the standard prematurely.

3 Composition of the Group

3.1. Business combination

With a share purchase and transfer agreement dated 25 January 2024, the GFT Group acquired 100\% of the shares in the Colombian core banking expert Sophos Solutions S.A.S., Bogota, Colombia, (Sophos) via GFT Technologies S.A.U., Madrid, Spain. The transaction was closed on 1 February 2024 (= acquisition date).

Sophos is a leading partner for the digital transformation of large financial institutions in North and South America, with a focus on Colombia. The company specialises in the modernisation of core banking systems and cloud computing. In addition to its domestic market, Colombia, Sophos has client relationships in over ten countries, including Panama, Chile, Mexico and the USA. With the acquisition of Sophos, GFT is further expanding its international presence with a new development centre, thereby gaining broader market and client access to financial institutions in Latin America.

In the period from 1 February to 30 June 2024, Sophos employed an average of 1,556 people and contributed revenue during this period of $€ 24,522$ thousand and a profit of $€ 214$ thousand to consolidated pre-tax earnings (EBT). If the company had been acquired as of 1 January 2024, the Managing Directors estimate that consolidated revenue for the first six months of 2024 would have amounted to $€ 434,533$ thousand with consolidated pre-tax earnings of $€ 30,064$ thousand. Due to writedowns on purchase price allocations, as well as integration costs, Sophos is not expected to make any significant contribution to consolidated earnings in the financial year 2024.

An amount of $€ 86,348$ thousand was paid in cash as final consideration for the acquisition of the Sophos shares. In the course of preliminary purchase price allocation, the intangible assets recognised mainly relate to client relationships and the existing order backlog. Non-tax-deductible goodwill amounts to $€ 62,858$ thousand and comprises non-separable intangible assets, such as employee expertise and expected synergies.

The GFT Group incurred costs of $€ 597$ thousand in connection with the business combination for legal advice, due diligence and purchase price allocations. These costs were recognised in income as other operating expenses.

The table below shows the preliminary fair values of assets and liabilities as of the acquisition date:

Fair values on the acquisition date in $€$ thousand

Other intangible assets 21,552
Property, plant and equipment 2,817
Deferred tax assets 166
Inventories 3,208
Trade receivables 3,163
Contract assets 5,742
Cash and cash equivalents 6,901
Other financial assets 97
Income tax assets 1,455
Other assets 788
Total assets $\mathbf{4 5 , 8 8 1}$
Other financial liabilities 7,400
Deferred tax liabilities 8,627
Other provisions 1,691
Trade payables 1,051
Income tax liabilities 62
Contract liabilities 2,302
Other liabilities 2,542
Total liabilities $\mathbf{2 3 , 6 8 5}$
Net assets $\mathbf{2 2 , 1 9 8}$

Trade receivables measured at fair value include gross amounts which were estimated to be recoverable in full as of the acquisition date.
3.2. Other changes in the consolidated group

There were no other changes in the consolidated group during the reporting period.

4 Notes on items of the consolidated balance sheet

4.1. Intangible assets

The carrying amounts of goodwill - as assigned to the cash generating units (CGUs) - developed as follows:

Goodwill

in € thousand 30/06/2024 31/12/2023
CGU
Americas, UK \& APAC 107,025 44,170
Continental Europe 119,017 118,622
226,642 162,792

The increase in goodwill as of 30 June 2024 is mainly due to the initial consolidation of Sophos as of 1 February 2024 (see section 3.1) and otherwise to currency effects. The goodwill resulting from initial consolidation of Sophos amounting to $€ 62,858$ thousand was allocated to the CGU Americas, UK \& APAC.

Other intangible assets as of 30 June 2024 amounted to $€ 36,497$ thousand ( 31 December 2023: $€ 19,503$ thousand) and continued to relate mainly to customer relationships ( $€ 33,624$ thousand; 31 December 2023: $€ 17,012$ thousand). The increase is primarily attributable to purchase price allocations in connection with the Sophos acquisition.

In the first six months of 2024, the GFT Group invested $€ 162$ thousand ( $\mathrm{H} 1 / 2023: € 5$ thousand) in other intangible assets.

4.2. Property, plant and equipment

Property, plant and equipment disclosed in the consolidated balance sheet with a carrying amount of $€ 62,486$ thousand ( 31 December 2023: $€ 60,309$ thousand) also includes right-of-use assets in connection with lessee accounting.

The following table presents the composition of property, plant and equipment without right-of-use assets:

Property, plant and equipment
(without right-of-use assets)
in € thousand 30/06/2024 31/12/2023
Land, leasehold rights
and buildings
15,148 13,279
Equipment, operating
and office equipment
10,353 11,057
Advance payments
and assets under
construction
11,298
$\mathbf{2 9 , 6 0 7}$ $\mathbf{2 4 , 3 9 8}$

In the first six months of the financial year 2024, the GFT Group invested $€ 1,753$ thousand ( $\mathrm{H} 1 / 2023$ : $€ 2,160$ thousand) in non-current property, plant and equipment (without right-of-use assets). The investments mainly relate to IT equipment as well as to leasehold improvements in rented office space and were made primarily in the countries Spain, Germany, Italy and Poland during the reporting period.

The composition of right-of-use assets from leases is shown below:

Right-of-use assets

in € thousand 30/06/2024 31/12/2023
Land, leasehold rights and buildings 31,605 30,877
Equipment, operating and office equipment 5,270 5,033
36,851 35,910

The rights to use land, leasehold rights and buildings relate to land and buildings, office premises and car parks. The rights to use equipment, operating and office equipment relate to vehicles.

4.3. Other assets

The composition of other financial assets and other assets disclosed in the consolidated balance sheet is shown in the following table:

Other assets

in € thousand 30/06/2024 31/12/2023
Non-current other financial assets
Deposits 1,152 1,166
Non-current other assets
Government grants 1,441 4,120
Other 217 217
Subtotal 1,658 4,337
Current other financial assets
Government grants 3,906 4,357
Creditors with debit balance 774 621
Receivables from employees 423 398
Deposits 156 170
Other 200 64
Subtotal 5,459 5,610
Current other assets
Government grants 12,083 8,413
Accruals 11,787 11,497
Claims for VAT and other tax refunds 2,593 3,200
Other 212 211
Subtotal 26,675 23,321
Total 34,944 34,434

Government grants mainly relate to tax subsidies for research and development and similar activities.

4.4. Trade receivables

Trade receivables result from current business and refer to customer contracts within the scope of IFRS 15.

Trade receivables

in $€$ thousand 30/06/2024 31/12/2023
Receivables from customer contracts (gross carrying amount) 151,817 170,643
Value adjustments $-5,494$ $-4,107$
Carrying amount (net) 146,327 166,536

Trade receivables have a remaining term of up to one year.

4.5. Contract balances

The following table provides information on receivables, contract assets and contract liabilities arising from contracts with clients:

Contract balances

in $€$ thousand 30/06/2024 31/12/2023
Receivables included in trade receivables 146,327 166,536
Contract assets 49,846 25,026
Contract liabilities 26,750 40,833

Contract assets mainly refer to the GFT Group's claims for consideration resulting from services from fixedprice contracts in connection with the development of customer-specific IT solutions and the implementation of sector-specific standard software that have been rendered but not yet invoiced as of the reporting date. The amount of contract assets as of 30 June 2024 is affected by an impairment of €9 thousand ( 31 December 2023: €3 thousand). Contract assets are reclassified as receivables when the rights become unconditional. This usually happens at the time of invoicing, as soon as the GFT Group has fully performed the service and thereby acquired an unconditional entitlement to receive consideration. Contract assets are all current.

Contract liabilities mainly relate to advance payments received from clients for construction contracts for which revenue is recognised over a specified period. Contract liabilities have a remaining term of up to one year.

4.6. Equity capital

Please refer to the separately presented consolidated receivables statement of changes in equity for the development of equity during the first half of financial year 2024 (see page xx). In the reporting period, there were no changes with regard to subscribed capital, authorised capital, conditional capital or capital reserves.

Dividend

The Annual General Meeting of 22 June 2024 resolved to distribute a dividend of $€ 13,163$ thousand to shareholders ( $€ 0.50$ per no-par share with dividend rights) from the balance sheet profit of GFT Technologies SE (annual financial statements) for the financial year 2023 (H1/2023: $€ 11,847$ thousand and $€ 0.45$ per no-par share with dividend rights). The dividend was distributed on 25 June 2024.

4.7. Financing liabilities

Financing liabilities exclusively comprise bank liabilities.

4.8. Other liabilities

The following table shows the composition of otherreceivablesliabilities - divided into financial andreceivablesnon-financial liabilities:

Other liabilities

in $€$ thousand 30,062024 31/12/2023
Non-current other financial liabilities
Lease liabilities 28,835 28,398
Other 13 13
Subtotal 28,840 28,411
Non-current other liabilities
Deferred income 651 821
Current other financial liabilities
Payroll liabilities 12,882 10,576
Lease liabilities 10,150 9,627
Other 170 42
Subtotal 23,214 20,245
Current other liabilities
Holiday obligations 27,772 21,074
Wage tax, VAT and other tax liabilities 17,502 18,752
Liabilities to social security institutions 16,540 14,525
Deferred income 5,594 7,232
Other 920 1,283
Subtotal 68,350 62,866
Total 121,061 112,343

4.9. Other provisions

Other provisions comprise the following:

Other provisions

in € thousand 30/06/2024 31/12/2023
Non-current
Performance-based remuneration 3,288 5,046
Employee social benefits 307 296
Guarantee obligations 195 174
Subtotal 3,790 5,516
Current
Performance-based remuneration 18,328 30,177
Outstanding supplier invoices 12,380 7,168
Employee social benefits 1,544 1,654
Severance pay 609 948
Wage tax obligations 0 11,505
Other 5,574 3,938
Subtotal 38,435 55,390
Total 12,225 60,906

Income recognised in the first six months of 2024 for share-based compensation amounted to $€ 50$ thousand (H1/2023: €778 thousand). As of 30 June 2024, the carrying amount of other provisions from sharebased compensation was $€ 4,989$ thousand ( 31 December 2023: $€ 7,636$ thousand), of which $€ 1,701$ thousand is disclosed as current liabilities ( 31 December 2023: $€ 2,599$ thousand).

As a result of a financial court verdict in Brazil during the first half of 2024, the provision for wage tax obligations carried in the balance sheet as at yearend 2023 was fully reversed. After accounting for exchange effects, this resulted in other operating income of $€ 11,232$ thousand.

5 Notes on items of the consolidated income statement

5.1. Revenue

The revenue presented in the consolidated income statement includes both revenue from contracts with customers and other revenue not within the scope of IFRS 15.

In the following table, revenue from contracts with customers (revenue acc. to IFRS 15) is divided into the reporting segments and the following categories: geographical region, type of contract for the provision of services or sale of goods, and time of transfer of the goods or services.

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[^0]
[^0]: 1 Adapted due to the reclassification of sales-related taxes of €-6,156 thousand from other operating expenses
2 Hong Kong Special Administrative Region of the People's Republic of China (hereinafter: 'Hong Kong')

Other revenue includes revenue for activities in connection with the Group headquarters in Stuttgart, mainly from the sale of food and beverages and from rental transactions. Other revenue is shown in full in the reconciliation statement.

5.2. Cost of purchased services

The cost of services purchased by the GFT Group in the first six months of 2024 amounted to $€ 54,076$ thousand (H1/2023: $€ 52,377$ thousand) and mainly relates to external services provided by freelancers and subcontractors in connection with the core operating business.

5.3. Personnel expenses

Personnel expenses are composed as follows:

Personnel expenses

in $€$ thousand H1/2024 H1/2023
Wages, salaries and social security contributions 290,815 247,775
Expenses for pensions 3,432 3,088
Other personnel expenses 19,308 13,624
313,555 264,487

5.4. Income taxes

The income tax expense is recognised based on the estimate of the weighted average annual income tax rate for the full financial year, adjusted for effects realised in the reporting period. The effective tax rate in the first six months of 2024 was thus 29\% (H1/2023: 30\%).

With regard to global minimum taxation, which was transformed into national law with effect from 1 January 2024, GFT Technologies SE in Germany is obliged to pay an additional tax on the profits of those Group companies that are taxed at an effective tax rate of less than $15 \%$. Based on the data of the profits and tax expenses determined in the course of preparing the half-year consolidated financial statements and taking into account the 'safe harbour' regulations, no additional minimum tax would have to be paid for the first half of 2024. GFT continues to analyse the impact of the global minimum tax legislation on the Group's future profitability.

6 Segment-related and geographical information

6.1. Information on business segments

Information on the business segments for the first half of 2024 and the first half of 2023 is presented on page $x x$.

The reconciliation of consolidated revenue and total segment earnings (EBT) with consolidated earnings before taxes is presented in the table below.

The reconciliation discloses items which per definition are not components of the segments. It also includes non-allocated items of Group HQ, for example from centrally managed issues, or revenue which only occasionally occurs for company activities. Business transactions between the segments are also eliminated in the reconciliation. The reconciliation of segment figures is presented below:

Reconciliation of segment figures

in $€$ thousand H1/2024 H1/2023
Total segment revenue 475,201 435,188 ${ }^{1}$
Elimination of intersegment revenue $-46,032$ $-50,185$
Occasionally occurring revenue 460 418
Group revenue 429,629 385,421 ${ }^{1}$
Total segment earnings (EBT) 30,760 34,060
Non-allocated expenses/ income of Group HQ $-254$ $-3,318$
Other $-457$ $-703$
Group net income before taxes 30,049 30,039

1 Adapted due to the reclassification of sales-related taxes of $€<€ 56$ thousand from other operating expenses

6.2. Geographical information

The following table shows the revenue of the GFT Group as well as non-current intangible assets and property, plant and equipment (including right-of-use assets), broken down by the company's country of domicile. This geographical information discloses segment revenue based on customer location and segment assets based on the locations of assets.

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Information on business segments

Americas, UK \& APAC Continental Europe Total segments Reconciliation GFT Group
in € thousand H1/2024 H1/2023 H1/2024 H1/2023 H1/2024 H1/2023 H1/2024 H1/2023 H1/2024 H1/2023
External revenue 238,562 225,908* 190,607 159,095 429,169 385,003* 460 418 429,629 385,421*
Intersegment revenue 3,170 2,233 42,853 47,952 46,032 50,185 $-46,032$ $-50,815$ 0 0
Total revenue 241,740 228,141* 233,460 207,047 475,201 435,188* $-45,572$ $-49,767$ 429,629 385,421*
Segment result (EBT) 18,310 18,372 12,449 15,688 30,760 34,060 $-711$ $-4,021$ 30,049 30,039
thereof depreciation and amortisation $-4,792$ $-3,714$ $-6,902$ $-6,179$ $-11,659$ $-9,893$ $-609$ $-718$ $-12,264$ $-10,611$
thereof interest income 1,722 1,501 676 409 2,395 1,910 $-784$ $-466$ 1,611 1,444
thereof interest expenses $-1,492$ $-905$ $-2,582$ $-420$ $-6,092$ $-1,325$ 363 $-19$ $-2,732$ $-1,344$

7 Other disclosures

7.1. Financial instruments

Carrying amounts and fair values of financial

instruments
The table on page 31 shows the carrying amounts and fair values for the respective classes of financial instruments of the GFT Group and reconciles these to the corresponding balance sheet items.

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In view of the varying influencing factors, the reported fair values can only be regarded as indicators of the prices that may actually be achieved on the market.

The fair values of financial instruments were determined on the basis of the market information available on the reporting date; the following methods and premises were applied:

Trade receivables as well as cash and cash equivalents.

Due to the short terms and the generally low credit risk of these financial instruments, it was assumed that their fair values correspond to the carrying amounts.

Other financial assets

Other financial assets relate to investments in equity instruments and other financial assets.

Investments in equity instruments are measured at fair value through profit or loss. As there were no public quotations for the equity shares, the market value was determined on the basis of parameters for which either directly or indirectly derived quoted prices were available on an active market. The market values were calculated using recognised financial mathematical models.

Other financial assets were measured at amortised cost. Amortised cost is determined on the basis of the present value of future cash inflows, discounted at an interest rate prevailing at the end of the reporting period, taking into account the respective maturities of the financial assets. Due to the predominantly short terms of these financial instruments, it was assumed that their fair values correspond to the carrying amounts.

Financing liabilities

Financing liabilities refer to liabilities owed to banks. The fair values of loans or other financing liabilities were determined as the present values of expected future cash flows. Market interest rates for the appropriate terms were used for discounting.

Trade payables

Due to their short maturities, it was assumed that the fair values correspond to the carrying amounts of these financial instruments.

Other financial liabilities

Other financial liabilities comprise liabilities from leases, payroll liabilities due to employees and other liabilities.

The fair values of liabilities from leases were determined as the present value of expected cash flows, discounted using an interest rate in line with the corresponding terms.

Payroll liabilities due to employees were measured in line with IAS 19 Employee Benefits and other financial liabilities at amortised cost. Due to the predominantly short maturities of these financial instruments, it was assumed that their fair values correspond to the carrying amounts.

Measurement categories

The GFT Group uses various types of financial instruments in the normal course of business. These are classified in accordance with IFRS 9 as follows: at amortised cost (AC) or at fair value through profit or loss (FVTPL). The carrying amounts of financial instruments, broken down into measurement categories, are presented on page 31.

Measurement hierarchies

The table on page 31 shows the measurement hierarchies (in accordance with IFRS13) in which financial assets and liabilities measured at fair value are classified.

Financial instruments measured at fair value in the balance sheet are classified into the following measurement hierarchies which reflect the extent to which fair value is observable:

Level 1: Fair value measurement is based on quoted, unadjusted prices in active markets for these or identical assets and liabilities.

Level 2: Fair value measurement is based on parameters for which either directly or indirectly derived prices are available on active markets.

Level 3: Fair value measurement is based on parameters for which no observable market data are available.

The fair values of Level 2 were determined by the participating financial institutions on the basis of market data on the measurement date and using generally accepted valuation models.

There were no reclassifications between assessment hierarchies as of 30 June 2024.

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1 Fair values were measured on the basis of quoted prices (unadjusted) in active markets for these or identical assets or liabilities.
2 Fair values were measured on the basis of inputs that are observable on active markets either directly (i.e. as prices) or indirectly (i.e. derived from prices).
3 Fair values were measured on the basis of inputs for which no observable market data is available.
4 The financial instruments comprise the non-current and current other financial assets according to balance sheet disclosure.
5 The financial instruments comprise the non-current and current other financial liabilities according to balance sheet disclosure.

Condensed notes to the

half-year consolidated financial statements

7.2. Related party disclosures

Related parties are all associated companies and non-consolidated subsidiaries, as well as persons exercising significant influence over the GFT Group's financial and business policy. The latter include all persons in key positions as well as their close family members. For the GFT Group, persons in key positions are the members of the Administrative Board and the Managing Directors of GFT Technologies SE.

Related parties also include companies which are controlled by one of the aforementioned persons or under joint management in which one of the aforementioned persons holds an interest.

Certain related parties conducted business with the GFT Group in the first half of 2024. Details on business transactions between the GFT Group and its related companies and persons are presented below.

Related companies

With regard to the GFT Group's relationships with related companies, the majority of the goods and services rendered are attributable to Globe Fuel Cell Systems GmbH, Stuttgart, which is controlled by Ulrich Dietz, Chairman of the Administrative Board. In the previous year, the goods and services rendered were mainly attributable to 1886 Technologies GmbH, Stuttgart (formerly 1886 Ventures GmbH, Stuttgart), which is also controlled by Ulrich Dietz.

As in the previous year, the goods and services received mainly relate to services provided by CODE_n GmbH, Stuttgart, controlled by Ulrich Dietz, in connection with the letting of office space to third parties amounting to €110 thousand in total.

Related persons

There are service agreements with the Managing Directors. There were no other material business relationships with members of the Administrative Board and the Managing Directors or with their close family members.

In the first six months of 2024 and the comparative period, no significant advances or loans to members of the Administrative Board or the Managing Directors were granted or waived.

7.3. Subsequent events

There were no events with a significant impact on the financial position and performance of the GFT Group subsequent to 30 June 2024.

Stuttgart, 5 August 2024

GFT Technologies SE
The Managing Directors
img-21.jpeg

Marika Lulay
Co-Chief Executive
Officer (Co-CEO)
img-22.jpeg

Dr Jochen Ruetz
Chief Financial Officer (CFO)

Jens-Thorsten Rauer

Group Chief Executive -
Central \& Western Europe

Related parties

img-23.jpeg

Responsibility statement

To the best of our knowledge, and in accordance with the applicable reporting principles for half-yearly financial reporting, the half-year consolidated financial statements give a true and fair view of the financial position, cash flows and profit or loss of the Group, and the interim group management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group in the remaining financial year.

Stuttgart, 5 August 2024

GFT Technologies SE
The Managing Directors
img-24.jpeg

Marika Lulay
Co-Chief Executive
Officer (Co-CEO)
img-25.jpeg

Dr Jochen Ruetz
Chief Financial Officer (CFO)

Review report

To GFT Technologies SE, Stuttgart/Germany

We have reviewed the condensed half-yearly consolidated financial statements, which comprise the balance sheet, the statement of profit and loss and other comprehensive income, the statement of changes in equity and the statement of cash flows as well as selected explanatory disclosures in the notes to the condensed half-yearly consolidated financial statements, and the interim group management report of GFT Technologies SE, Stuttgart/Germany, for the period from 1 January to 30 June 2024, that are part of the half-yearly financial information under Section 115 German Securities Trading Act (WpHG). The preparation of the condensed half-yearly consolidated financial statements in accordance with the IFRS applicable to interim financial reporting, as adopted by the EU, and of the interim group management report in accordance with the requirements of the WpHG applicable to interim group management reports is the responsibility of the executive directors of the Company. Our responsibility is to issue a review report on the condensed half-yearly consolidated financial statements and on the interim group management report based on our review.

We conducted our review of the condensed half-yearly consolidated financial statements and of the interim group management report in compliance with the German Generally Accepted Standards for Reviews of Annual Financial Statements promulgated by the Institut der Wirtschaftsprüfer (IDW) and in supplementary compliance with the International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". Those standards require that we plan and perform the review to obtain a certain level of assurance to preclude through critical evaluation that the condensed half-yearly consolidated financial statements have not been prepared, in material respects, in accordance with the IFRS applicable to interim financial reporting, as adopted by the EU, or that the interim group management report has not been prepared, in material respects, in accordance with the requirements of the WpHG applicable to interim group management reports. A review is limited primarily to inquiries of company personnel and and to analytical procedures applied to financial data and thus provides less assurance than an audit. Since, in accordance with our engagement, we have not performed an audit, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the condensed half-yearly consolidated financial statements of GFT Technologies SE, Stuttgart/Germany, have not been prepared, in material respects, in accordance with the IFRS applicable to interim financial reporting, as adopted by the EU, or that the interim group management report has not been prepared, in material respects, in accordance with the requirements of the WpHG applicable to interim group management reports.

Without qualifying our conclusion, we draw attention to the fact that we have not reviewed quarterly information presented separately in the condensed halfyearly consolidated financial statements and interim group management report and explanations relating to the quarterly information.

Stuttgart/Germany, 5 August 2024

Deloitte GmbH

Wirtschaftsprüfungsgesellschaft

Signed: Signed:
Marco Koch Anja Lustig
Wirtschaftsprüfer Wirtschaftsprüferin
(German Public Auditor) (German Public Auditor)

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$\Gamma$

Financial Calendar 2024

14 November 2024
Quarterly Statement as of 30 September 2024

More about our investor relations events: www.gft.com/investor-relations/financial-calendar

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Further information

Our Investor Relations team will be happy to answer any questions you may have. Or visit our website at www.gft.com/ir. There you can find further information on our company and the GFT Technologies SE share.

The Half-year Financial Report 2024 is also available in German on www.gft.com/ir.

Copyright 2024: GFT Technologies SE, Stuttgart, Germany

Published on 8 August 2024

Contract

GFT Technologies SE

Investor Relations
Andreas Herzog
Schelmenwasenstr. 34
70567 Stuttgart
Germany
T +49 711 62042-323
F +49 711 62042-101
[email protected]

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GFT Technologies SE, Stuttgart Germany
www.gft.com

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GFT Technologies SE, Stuttgart
Germany
www.gft.com

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Financial Calendar 2024

14 November 2024
Quarterly Statement as of 30 September 2024

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