Interim report of Proha PLC for the period january 1 - june 30, 2000

INTERIM REPORT OF PROHA PLC FOR THE PERIOD JANUARY 1 - JUNE 30, 2000 - The growth of the company was rapid and profitability good. - Net turnover was EUR 6.8 million (FIM 40.6 million), growth compared to the previous year 177% - Profit before extraordinary items EUR 1.1 million (FIM 6.7 million),16% of the net turnover, growth 131% - Proha's net turnover fourfolds and the result multiplies with the purchase of the American Artemis Management Systems - Proha will become the world's leader as high-end project management software provider and the most international Finnish software company. The rapid growth of the company is anticipated to continue. The business of the company is expected to stay very profitable, even though due to the rapid growth the relative profitability may decline. "The Acquisition of the American Artemis will speed up Proha's growth and internationalization by several years. Artemis has the world's leading product portfolio and a distribution channel for Proha's Project Management business area. The purchase is anticipated to have a very positive influence on the development of the company. At the same time the purchase will open new international possibilities for the company's other business areas", says Pekka Pere, the CEO of Proha Plc. NET TURNOVER AND RESULT DEVELOPMENT Proha Group's net turnover for the period of January 1, 2000 - June 30, 2000 was EUR 6.8 million. In the corresponding period a year earlier it was EUR 2.5 million. Other business returns amounted EUR 0.7 million. The sum mainly consists of the sale returns as a result of the selling of localization business and contributions received for product development. Operating profit grew to EUR 1.1 million, compared to EUR 0.5 million in the corresponding period last year. The result before appropriations and taxes was EUR 1.1 million (16% of the net turnover) compared to last year's EUR 0.4 million. Result per share for the 6 month period amounted to EUR 0.17 compared to EUR 0.10 in the previous 10 month financial year 1999. Equity ratio was 65.5% The number of personnel continued to increase. At the end of the period the number of employees in Proha Group is 226. In 1999, the number of staff was on the average 61. The staff expenses were EUR 3.1 million, 45.5% of the turnover. The Profit and loss account includes all other Proha companies except Artemis Management Systems Group, the acquisition of which was decided at the end of the survey period. FINANCING AND INVESTMENTS The balance sheet total at the end of the period was EUR 14.4 million, compared to EUR 2.9 million of the previous year. The current asset was EUR 5.5 million, in the last year's corresponding period EUR 0.8 million. Quick Ratio of the Group improved from 0.6 to 2.3. The most important investments were the acquisitions made in sync with the company's growth strategy. EUR 0.8 million was invested in machinery and equipment. The amount of credits with interest was 3.6% of the total capital. THE PURCHASE OF ARTEMIS MANAGEMENT SYSTEMS WILL FOURFOLD PROHA'S TURNOVER In June, Proha made an agreement on acquiring Artemis Management Systems (USA) for USD 50 million (100%). The agreement includes at least 95% of Artemis' share capital and securities entitling to shares. Artemis will continue as an independent subsidiary of Proha Plc. The net turnover of Artemis Management Systems for the year 4/1999- 3/2000 amounted to USD 49.3 million and operating profit USD 5.2 million. The company employs about 240 people in the USA, Great Britain and Japan. Artemis also has operations through joint ventures and agents in 27 countries. The whole Artemis network covers over 500 professionals in different parts of the world. Proha has operated as Artemis' representative in Scandinavia and has developed Artemis compatible software products since 1984. The purchase of Artemis is conducted as share trade in such a manner that the whole USD 50 million purchase price is paid by giving Proha's new shares as payment, the number of shares to be issued is calculated by dividing the purchase price by Proha share's weighted average trading price of certain periods. The main vendors are an American Gores Technology Group and the management of Artemis. After the purchase, the biggest sole shareholder of Proha Plc will be Alec Gores with about 20% holding. The closing of the deal will require that the Extraordinary General Meeting of Proha in August will decide on a directed issue of shares to the shareholders of Artemis. The shareholders of Artemis who receive Proha shares as consideration of the acquisition have agreed with the German Landesbank Kiel and Finnish Thominvest Oy on a sale of shares, where Artemis' owners will instantly after the closing of the transaction sell 40% of the shares they have received as consideration to Landesbank Kiel and Thominvest Oy. An international share sale will be conducted to sell these shares in September-October 2000, the aim of which is to internationalize Proha's ownership structure and to add the number of institutional investors. Proha will enter the acquisition in its bookkeeping according to Finnish Accounting Standards Board's instructions from Oct 25, 1999. The vendors have committed to an arrangement, where the company's own capital and reserves will be strengthened. In addition, the vendors have agreed to cover possible losses connected to seasonal fluctuation until the end of September 2000 and the goodwill created by previous acquisitions. Proha anticipates to achieve substantial synergies with the acquisition in product development and using the world wide distribution channel in the internationalization of Proha's other business areas and in serving global customers. With the purchase Proha grows to the most international and the biggest listed software company in Finland. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/08/08/20000808BIT00290/bit0001.doc The full report http://www.bit.se/bitonline/2000/08/08/20000808BIT00290/bit0002.pdf The full report