GFT Annual Report 2019

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Perspectives.

Annual Report 2019


3

GFT Annual Report

Company4

Editorial4
Perspectives  6
Projects  14
GFT in the capital market 20
Administrative Board report 24
Letter to our shareholders 30

Combined management report  34


Basic principles of the GFT Group 35
Economic report 38
Risk report 49
Opportunity report 58
Takeover-relevant information 59
Remuneration report 63
Forecast report 67
Explanations on the separate financial
statements (HGB) 69

Consolidated financial statements (IFRS) 73

Members of the Administrative Board 140

Annual financial statements


GFT Technologies SE (HGB) – extract 142

Key figures (IFRS) 147


GFT Annual Report 4
2019

Marika Lulay
CEO

New
­perspectives
Editorial
5

Perspective is always a question of


where you’re looking from. And that
can be decisive. Anyone who wants
to make digitisation a success must
be prepared to change their point of
view. This opens up completely new
possibilities.

Stuttgart, As a technology partner, GFT helps GFT was particularly successful in this
April 2020 banks, insurance companies and indus- respect over the course of 2019 and I
trial companies shift their perspective am proud of our achievements. Whether
and harness the opportunities that digital it was a core banking system for a
transformation can offer. More often than digital bank, the provision of a complete
not the approach needed for success can multi-cloud data centre, a fraud detection
vary significantly. Sometimes you need solution based on artificial intelligence, or
to step back to see things more clearly. a networked factory – all the projects we
Other times you need to zoom in and present on the following pages demon-
study the problem in great detail. Maybe strate the diversity of our services. And
you should focus on the big picture, or the added value for our customers.
take a bold look into the unknown. In
other words, it’s all a question of per- As a strong team, we achieved a great
spective. deal together in 2019. So far in 2020 –
during the preparation of this annual
GFT has the necessary flexibility, report – we have been forced to make
expertise and international presence a radical change of perspective, both
to discover new perspectives together as a company and as an IT partner for
with our clients. After all, this is what we our clients. We are responding to the
regularly do in our everyday business – challenges of the Covid-19 pandemic with
helping banks modernise their infrastruc- professionalism, commitment and as a
tures and develop innovative products in cohesive team. At the same time, we are
complex projects; providing digitisation demonstrating the huge potential that
solutions based on future technologies purely digital collaboration and service
for insurance companies; and accompa- delivery can offer in times of immense
nying industrial companies throughout challenges and also beyond.
their transformation process and making
them ready for the digital future. To do I would like to thank all GFT employees for
so, we collaborate closely with leading their exceptional efforts and dedication.
platform providers and repeatedly cross
both geographic and cultural boundaries.

This blend of technological know-how


and sector expertise, backed by an Marika Lulay,
international network of employees CEO, GFT Technologies SE
brimming with experience and creativity,
is what makes us so strong. It gives us
a firm point of view and enables us to
provide our clients with the solutions and
the experts they need to successfully
implement digital change.
GFT Annual Report 6
2019
7 Perspectives.

Looking simplifies and accelerates cloud migra-


tion (>> page 12 – 13). The initiative was
premiered at the Google Cloud Next ‘19

ahead conference.

From trend to innovation

Focus on: technologies In order to identify technology trends at


an early stage, we maintain close ties
with an international network of experts
and research institutes. Sharing knowl-
Looking into the future, it seems edge in this way enables us to create
new business models for our clients.
obvious that the path to digital At the GFT Digital Innovation Labs, we
simulate future scenarios for the finance
transformation will be laid by world and develop prototypes based
on new technologies, which we then
new technologies. Cloud, DLT / transform into future-proof solutions by
employing the principle of co-innovation
blockchain, artificial intelligence with our clients and partners.

(AI), DevOps and data analytics We are “tech-heavy”

are breaking new ground and We are proud of the awards we received
for our technology know-how in 2019:
driving digitisation across all these include the Testbed Award at the
IoT Solutions World Congress in Barce-
sectors. Those who master lona and the Best Place to Code 2019.

these technologies hold the key Staying ahead by promoting IT talent

to a successful future. Because the world of future technologies


is changing so rapidly, it is crucial for us
as an IT company to also maintain our
In 2019, we helped banks, technological expertise in the future. And
insurers and industrial we do plenty to ensure this – both within
enterprises prepare for the company and in cooperation with
the digital future with a external partners.
host of exciting projects
based on AI, blockchain, Throughout the company, we offer our
DevOps or data analytics – from identify- employees a wide range of training
ing, assessing and integrating trends opportunities. In 2019, we set up a
smoothly into business models to number of internal tech communities
developing completely new business and are actively involved in renowned
models. Solutions based on cloud international technology forums, such as
technology also played an important role. Medium.com. We attach great importance
In order to meet the strong demand for to the promotion of IT talent, for example
such solutions, we expanded our team of via our university partnerships, coding
cloud experts to around 500 specialists workshops and hackathons. Occasion-
in 2019. ally, we even offer entertaining taster
days for schoolchildren, enabling them to
Smart path to the cloud gain an insight into promising careers in
the IT sector. We also support initiatives
One example of innovative cloud migra- with different target groups, such as the
tion is the vendor agnostic open source Brazilian initiative “RESTART.ME” or the
initiative Tranquility Base launched by Mexican initiative “DevDay4Women”.
GFT, which delivers a complete data-
centre written in code (Datacenter as
Code – DaC). The automation of numer-
ous complex setup tasks significantly

»Identifying, assessing and integrating


trends smoothly into business models
or developing completely new business models.«
GFT Annual Report 8
2019
9 Perspectives.

From detailed view We have received numerous awards for


our sector expertise over the years –

to 360° perspective
including 2019, when GFT was honoured
at the IDC FinTech Awards in the “Dig-
ital Trade & Treasury” category for its
successful strategic cooperation with
Deutsche Bank (>> page 16). We were
Focus on: sectors also included in the global IDC ranking
of the top 100 technology consultants
for the financial market in 2019 – taking
42nd place. In a survey of sector experts
Technological development and clients conducted by the business
magazine brand eins, we were once
is increasingly blurring the again cited as one of Germany’s best
consultants for IT implementation. Serasa
boundaries between individual Experian, a Brazilian data analysis and
information service provider, honoured
sectors. Banks, insurers and GFT with its “Suppliers of the Year
Award” in the category “Strategic
industrial companies all require Partnership”.

technological expertise and Industry: expertise for a growing market

a perspective that extends Our acclaimed technological expertise is


also being deployed by industrial compa-
beyond their own sector. nies. In 2019, we enhanced our industrial
know-how by acquiring the expertise of
TRUMPF subsidiary AXOOM. As part of a
development partnership with TRUMPF,
we are working on machine software
solutions for the growing Smart Factory
market. Since 2019, we have been
collaborating with the FOM University
Complex projects often for Economics & Management on an
involve paying meticulous innovation check-up tool that helps small
attention to detail; on the to medium-sized companies develop
other hand, it is also their digital strategies.
important to have a
complete overview of the Embedded banking
situation. And our particular strength lies
exactly in this diversity of perspective. As One example of the close ties between
a cross-sector technology partner, we are banks and industry is embedded bank-
constantly exploring new perspectives ing. This involves integrating banking
with our customers – up to and including processes directly into the workflows of
a full 360° view. Our internal organisa- retail, production and supply chains, thus
tional structures enable us to react creating a new ecosystem of solutions
quickly to market changes and to transfer and services.
insights gained in one market to other
sectors. Change in the insurance sector

Digital evolution in the financial Demand for digitisation solutions is


services sector also growing in the insurance sector.
Customer needs are changing rapidly.
GFT has long established itself as a Insurance companies are being called
reliable partner for leading banks. In upon to offer new products and claim
2019, we acquired more than 50 new settlement methods. However, insurers
clients in the banking sector, with many in themselves also see significant benefits
the Asian market, where we are currently in adopting technical solutions such as
implementing some highly innovative AI-based fraud detection (>> page 18). In
projects (>> page 16). 2019, we completed several innovative
projects based on new technologies for
insurers and set up additional centres
of excellence for Guidewire implemen-
»Our particular strength lies exactly tation. Together with EY and GFT, our
client Aviva Italy received the Guidewire
in this diversity of perspective. Innovation Award 2019 for improving
As a cross-sector technology customer service.
partner, we are constantly exploring
new perspectives with our customers.«
GFT Annual Report 10
2019
11 Perspectives.

Seeing more GFT was represented at the AWS re:Invent


conference in Las Vegas and organised
various events in London together with

­together AWS on infrastructure modernisation.

Google Cloud

Focus on: partnerships GFT has been a member of the Goo-


gle Cloud network since 2016 and in
recent years has become one of the
fastest-growing GCP partners for Google
Technologies are developing at Cloud. In 2019, we expanded our Google
Cloud team by providing specialist train-
breathtaking speed, markets ing and recruiting certified experts. GFT
is now one of the largest implementation
are in a state of flux. More than partners for the Google Cloud platform in
the financial sector, with three accredited
ever before, companies need to Specialisations, for Data & Analytics,
Application Development and Security. In
cooperate in order to keep track 2019, we strengthened our collaboration
with Google’s Professional Services
of this myriad of possibilities. Organisation and invested in a Centre of
Excellence for Artificial Intelligence and
And this is why we attach Machine Learning to foster co-creation.

such importance to building At the Google Cloud Next ‘19 conference


in San Francisco, GFT presented a soft-
a strong network – enabling ware solution for car insurance (Flexible
Personalized Insurance – FPI) based on
us to offer our clients real the Connected Car Demo (>> page 17).
Our new vendor agnostic open source
added value. After all: the best initiative Tranquility Base was unveiled
at the Google Cloud Next ‘19 conference
results can only be achieved by in London, where we presented various
demos and solutions.
collaborating with the best.
Guidewire

As a Guidewire implementation partner,


GFT has been integrating the Guidewire
InsurancePlatform for insurance compa-
The opportunities offered nies since 2014. In 2019, we added further
by new technologies can centres of excellence for Guidewire
only be fully exploited with implementations in Spain and Poland to
the right partners. In the our existing centres in Italy and Quebec,
banking and insurance Canada. We gained our first major
sectors, for example, we Guidewire Cloud customer in France and
enjoy strategic partnerships with leading Europe in 2019 with the French company
platform providers. Together, we cooper- Groupe MACIF. As a member of the
ate on pioneering projects and present Guidewire PartnerConnect Consulting
our solutions at the world’s leading trade Alliance, GFT was chosen to drive Groupe
fairs and partner events. MACIF’s implementation programme
forward.
Amazon Web Services

GFT has been a member of the Amazon


Web Services (AWS) partner network
since 2016. The cloud provides a secure
basis for financial institutions to drive
their digitisation projects. GFT solutions
run on AWS help our clients to structure,
analyse and securely store their data. In
2019, we implemented a variety of AWS
projects, including the establishment of
a self-contained, completely virtual bank
for a leading global financial institution in »The best results can only
Hong Kong. (>> page 16) be achieved by collaborating
with the best.«
GFT Annual Report 12
2019

TOU
CH Fast and easy
cloud migration

DOWN
“Houston, Tranquility Base here. The Eagle has
landed”. This was the historic message that Neil
Armstrong transmitted to Earth after successfully
landing the lunar module known as ‘Eagle’ on
the Moon on 20 July 1969. Located in the ‘Sea
of Tranquility’ – or Mare Tranquillitatis in Latin –
Tranquility Base was chosen as the ideal landing
site on the Moon due to its smooth and calm surface
properties – as the name implies. The Apollo 11
mission has since gone down in history as one of
mankind’s most outstanding achievements.

50 years later, GFT devel- But Tranquility Base provides more than existing simple landing zone, helping
opers also completed a a simple landing zone – the fully formed them to take a “giant leap” forward
challenging yet successful and scripted software creates all of the as they realise the benefits of a fully
mission and deliberately initial infrastructure required to start a formed, best practice Datacenter as
named it after the famous cloud migration effort in ‘minutes not Code. Tranquility Base can connect with
lunar landing site. GFT’s Tranquility Base months’. It offers security structures, pol- their existing Cloud Service Provider
is an open source, cloud vendor agnostic icies, networks, storage, data processing (CSP) – irrespective of which they are
initiative which delivers a full cloud programmes, access rights and pipeline using (Google, Amazon and soon Azure).
datacenter written in code which we refer management – all of the things required As an open source code project, the
to as Datacenter as Code (DaC). Like its to manage and update a true ‘virtual code base is continually updated by
famous namesake, Tranquility Base offers datacenter’. the developer community, who provide
GFT clients a similarly ‘calm landing zone’ best-practice and practical knowledge of
for building a virtual datacenter that can Whilst Tranquility Base is designed to what is a highly complex and challenging
fully realise the benefits of cloud adop- help clients take their first “small step” environment.
tion and true digitalisation. it can also work for those who have an
13 Perspectives.

Tranquility Base Lead at GFT, Andrew structures a thing of the past. Using a Tranquility Base:
Rossiter explains: “cloud migration is a self-service portal, development teams
challenging endeavour which requires can quickly and easily provision appli- the easy way to
specific resources to create a best prac- cations using repeatable, immutable the cloud
tice and secure, managed environment. infrastructure in a consistent manner.
Many companies lack the new skills and These defined applications and pro-
resources to be successful; they have cesses are what we call ‘activators’ – that
neither the right experts nor the right provide a combination of best practice Many companies recog-
equipment, and cloud migration can soon application and technology patterns and nise the need for cloud
become extremely complex and costly or a common CI/CD deployment platform migration but treat cloud
stall altogether.” for the required applications. infrastructure like their
on-premises infrastructure.
Returning to our Apollo 11 analogy, The portal is a Kubernetes-based web In addition, larger organi-
many clients start their cloud mission application that enables developers to sations still have lengthy,
without the correctly trained astronauts, select activators from a pre-defined and multi-step approval pro-
nor the appropriate space exploration approved list for the particular organisa- cesses for the deployment
technology, which all adds up to: mission tion, maintaining consistency and control. of new cloud applications –
impossible! In this way, application environments often based on the same
can be provisioned in minutes with full processes they use to pro-
Tranquility Base provides the solution traceability. vision physical hardware
to this dilemma. It offers clients the in a physical datacenter.
possibility to build a best practice Users are able to request application Many teams are involved in
datacenter, with infrastructure, processes reference architectures or application the process, with request
and applications all as ‘code’ in a virtual designs from a pre-approved catalogue tickets being handed back
environment, rapidly accelerating the and the software datacenter automati- and forth between teams.
benefits of cloud adoption. cally provides the information in minutes. With Tranquility Base,
The code updates the ITSM software, these companies can build
With no physical hardware to be man- automates all processes and makes them and maintain a complete
aged, code is used to configure the reproducible and secure. Datacenter as Code
cloud-based infrastructure and appli- (DaC). Having a DaC fully
cations, using a standard configuration The software datacenter can also automates the numerous
language implemented via an automated automatically scan the environment to manually intensive and
mechanism. This means that the infra- make sure there are no policy breaches. complex infrastructure and
structure no longer needs to be pro- Access rights can be restricted and application setup tasks,
grammed manually, but is already coded different zones can be created to allow all delivered through a
and automatically built as ‘best practice’ only specific technologies and data to be feature-rich self-service
within a short timeframe. This cloud deployed in each. portal, thereby smoothing
migration approach employs the ‘first the client’s journey to the
time right’ principle where pre-scripted Utilising the Tranquility Base software, cloud. The key regulato-
and approved policies are immediately GFT is able to help clients take an inno- ry-compliant activators,
correct, deployed within minutes rather vative and accelerated approach to cloud based on DevOps-ready
than months. migration, with a software datacenter application reference
written in code. It could hardly be simpler architectures, can also be
Tranquility Base uses Infrastructure-­as- or more innovative, making future cloud deployed from the devel-
Code (IaC) throughout – the datacenter migration and ongoing management very oper portal – often by a
is virtualised and many manual IT tasks much: mission possible! single click.
can be fully automated according to ITIL.
For the user, this means considerably
less programming effort and simplified
integration with the major cloud service
providers.

The open source code is modularised


and well thought out – with no licence
fees for the user. The client simply down-
loads Tranquility Base from the website
or relevant CSP marketplace and the
software builds the appropriate landing
zone in minutes. Development time
is therefore shorter than ever and the
client is able to save cost and increase
efficiency; if further support is needed,
GFT can help with the implementation as
required.

Previously, geographically disparate


teams and departments will have used
a variety of IT systems and then had to
find a common denominator. Tranquility
Base now offers a single unified solution,
making quality shortfalls and duplicate
GFT Annual Report 14
2019
15 Perspectives.

PRO
JEC
TS
The right
­perspective for
every project:
ensuring sustain-
able solutions for
satisfied clients.
GFT Annual Report 16
2019

A look into the future


of banking
Virtual Bank in Asia
Millennials have a strong affinity for technology, are
at home in the virtual world and prefer to do banking
mobile-only. A leading global bank in Asia is embracing
this trend and challenging the fintechs with its new
licenced virtual bank. GFT is responsible for building
this standalone virtual bank from scratch and develops
a tailored digital platform for the financial services
provider. Implementing a near real-time data catalogue
on an event-driven architecture puts data lineage at the
heart of the system to ensure continuous compliance
and strong data governance. Bank customers will enjoy
using this virtual future-proof bank with all the additional
services they expect.

Cross-border
innovation
EU project INFINITECH
GFT Italia is responsible for coordinating the European innovation project
INFINITECH as part of the EU’s Horizon 2020 programme. The international
research project involving over 42 partners from 16 countries has been tasked
with establishing a reference architecture. The aim is to support companies in the
finance and insurance sector with their innovation processes driven by Big Data,
AI and IoT. The project signals a disruptive development for this sector and will
receive €16 million of EU funding.

Cooperation
as equals
“IDC FinTech Real Results” Award
for GFT and Deutsche Bank

What is the key to successful cooperation? We believe


it is when the team collaborates by contributing their
own particular expertise in a spirit of mutual respect, for
the benefit of all. When it comes to introducing new and
innovative IT solutions, GFT and Deutsche Bank have
enjoyed a close and successful partnership for many
years now.

In 2019, GFT was honoured for its strategic cooperation


with Deutsche Bank in the ‘Trade & Treasury’ category
of the IDC FinTech rankings: ‘Real Results’ awards, for
its trade finance solution in the field of limits manage-
ment and risk distribution. GFT is also ranked 42nd in
the Global IDC Financial Insights FinTech 100 rankings
for 2019.
17 Perspectives.

Virtual Networked
assistant machines
Innovative PRO Support for a metal systems
approach JEC ­solutions provider
TS
Spain’s fourth largest bank, Bankia, Small and medium-sized companies rarely complain
attaches great importance to customer about a lack of orders and poor machine utilisation.
orientation and aims to achieve this However, they can only survive in the face of interna-
via as many communication channels tional competition if their production is flexible and
as possible. In order to keep pace with efficient. Small batch sizes and constantly changing
changing needs and market trends, the product lines can only be successfully managed by
company is constantly looking for new digitising the production process. And this is where GFT
and innovative approaches. can help. From the planning and implementation stages
to data generation and analysis, we provided support
With GFT’s support, the Innovation for a metal systems solution provider in 2019. The client
department at Bankia introduced a is already benefiting from improved lead times and
voice-controlled virtual assistant. Lever- process transparency. A further advantage: by reducing
aging the Google Assistant platform, inventories, productivity increased by 50%.
the developers succeeded in creating
an interface capable of handling the
most popular requests for information
from Bankia’s customers such as finding
branches and ATMs; obtaining details
of a branch opening time, address and
phone number; calling the bank; connect-
ing to mobile banking for transactional
operations and directing the user to the
relevant product information on Bankia’s
web site. The customers are highly
satisfied and have awarded the assistant
4.6 out of 5 points on the Google Virtual
Assistant Platform.

Smart Cars equipped with internet access can


share data with other devices both inside
a Flexible Personalised Insurance (FPI)
use-case based on a ‘connected car’
­networking and outside the vehicle. This can allow
manufacturers to analyse the data and
demonstration at Google Cloud Next
in San Francisco. In this use-case,
obtain information about vehicle per- structured and unstructured data is
‘connected car’ formance and safety. This at least is the captured, processed and analysed in
demonstration by theory. However, manufacturers have not real-time using AI and machine learning.
been able to fully exploit this potential IoT data is streamed in real-time and
GFT and Google as the data volumes involved are too transformed into actionable information,
large and the validation processes too in this example demonstrating a tailored
extensive. Thanks to close collaboration insurance plan.
between GFT and Google, there are now
new possibilities offered by the Google At the annual IoT Solutions 2019 World
Cloud platform. Congress in Barcelona, GFT was
delighted to win the IOTSWC19 Testbed
Car manufacturers can use selected Award for this technology. This annual
onboard data analytics and a flexible award honours the year’s best IoT
cloud infrastructure to handle the data solution.
flow from millions of vehicles in real-time.
To enable this, GFT has created the
reference architecture, the documenta-
tion and the scripts to manage the flow
of data. In April 2019, GFT presented
GFT Annual Report 18
2019

Intelligent
­irrigation
Efficient agriculture
As part of a wider initiative, GFT is devel-
oping a data platform for the agricultural
sector based on artificial intelligence.
The project partner is Progrès, a Spanish
company which leads the market in the
field of automated irrigation systems.

In future, the data platform will be able


to forecast realistic scenarios enabling
farmers to reduce their water consump-
tion, detect anomalies in consumption and
predict the harvest situation. By optimising
processes, it will ultimately also increase
crop yields, conserve resources and
optimise production costs – all important
steps on the way to creating an efficient
and sustainable agricultural sector.

Digital customer proximity


Implementation of
Guidewire Insurance Platform

The mutual insurer MACIF is the first European company to opt for Guidewire’s Insurance Platform and has entrusted GFT with
the implementation programme. The Guidewire Cloud platform will help MACIF deliver its omnichannel digital strategy by creating
innovative, flexible and digital insurance solutions. The French company MACIF will thus be able to increase its responsiveness to
changing market needs and react with rapid product development. The intuitively designed core system ensures straightforward
and simplified employee training.

PRO
Recognising details JEC
TS
Uncovering fraud with
artificial intelligence

Insurance fraud is a widespread phenomenon in Europe, especially in making fraud-


ulent car claims. With the help of solutions provided by GFT, one Italian insurance
company has now declared war on these online fraudsters.

Structured and unstructured data from internal and external sources are combined
and analysed using artificial intelligence and link analysis. Due to the broad scope
of the project, GFT developed a modular framework comprising several specialised
components which help the client prevent fraud and investigate suspicious informa-
tion. And although the solution is highly technical, it can be managed without involving
the client’s IT department or GFT specialists. After just a few months, the solution has
already delivered measurable benefits: 30% more fraud cases were detected and
more than 30,000 claims scored every day.
19 Perspectives.

Efficient production
Smart Factory concept
GFT has helped the industrial company GS Metaal achieve more efficient production.
Medium-sized manufacturing and engineering enterprises currently face the challenge
of producing a wide variety of products in varying quantities. This makes the process
more complex and less transparent for production planning staff – often resulting in
errors and downtime. GS Metaal decided to digitise its processes and sought support
from the digitisation expert GFT. We developed effective solutions for production,
primarily based on the software system XETICS LEAN. The result: simplified and syn-
chronised information flows and real-time access to data. Production is now paperless
and employees have a clear overview of batch sizes and product variants. Orders can
be tracked from start to finish. Time-consuming, manual reworking tasks are a thing of
the past. It could hardly be smarter.

Changing sides
Employees

GFT is at home in 15 coun- • Oscar Albericio, Dorota Sadowska from


tries; bringing together Executive Director Poland. David wanted
over 30 languages and at GFT, moved with to spend some time
63 different national- his whole family from in Spain for personal
ities. For many of our Spain to Germany reasons and seized the
client projects, our teams and worked there for opportunity when GFT
combine staff from across five years. What was offered it to him. He
national borders and time originally intended as moved from England to
zones. Our cooperation a one-week project Spain for a project and
is based on a strong and soon developed into a decided to stay. Dorota
mature corporate culture. complex mission – and wanted to leave Poland
It is an expression of our an opportunity for the to gain experience of
corporate values and a whole family. Looking life abroad and also
guideline for how we deal back at their time ended up in Spain,
with customers, partners in Germany, Oscar where she is now a
and each other. believes he had “the valued member of
best of both worlds”, our Global Employer
Transnational cooperation saying they now have Branding team.
is part of everyday life two homes.
at GFT and intercultural • Leandro Antunes
skills are highly valued • The German student Rodrigues switched
and encouraged – also Hannah Breckwoldt from South to North
by means of foreign spent several months America. He is a Deliv-
assignments. Many of our in Spain and gained ery Director at GFT with
employees have taken the valuable experience for responsibility for the colleagues from Brazil
opportunity to “change her dual studies in Sant pre-sales processes. have since joined him
sides” and live and work Cugat near Barcelona. He moved with GFT and are now contribut-
in another country for a Just like her two from Brazil to the USA ing their expertise from
while. There are plenty of colleagues David Creer and has never looked Brazil to our projects in
examples: from England and back. Many former the USA.
GFT Annual Report 20
2019

“Active communication and


continuous dialogue with
investors and shareholders
have top priority in any market
­environment.”
Dr Jochen Ruetz,
CFO of GFT Technologies SE
21

GFT in the capital market

The stock market year 2019 year at €11.64 with growth of 74%. This corresponds to a market cap-
italisation of €306 million. The average daily trading volume in 2019
Following a year of volatility and uncertainty in 2018, the international amounted to 53,779 shares and was thus down on the previous year
stock markets faced further downside risks in 2019. Investors were (2018: 73,167 shares).
particularly unsettled by the trade conflict between China and the USA,
the Brexit situation and elections in Italy. There were also increasing
signs of an economic slowdown over the course of the year, despite Shareholder structure
robust consumer spending and excellent employment figures. These
fears were allayed in the second half of the year, however, as the polit- With 26.4% and 9.6% of voting rights, respectively, company founder
ical risks in the UK and Italy lessened and the trade dispute between Ulrich Dietz and Maria Dietz are long-standing shareholders of
the USA and China began to subside. Buoyed by the Fed‘s interest rate GFT Technologies SE. The free float portion (according to the Deutsche
cut and the ECB's continuing expansionary monetary policy, numerous Börse definition) amounted to 64.0% at the end of the year.
stock markets reached all-time highs in the fourth quarter. By year-end,
the German benchmark index DAX had risen by 26%, the SDAX by Shareholder structure on 31 December 2019
32% and the TecDAX by 23%. The US technology exchange Nasdaq
closed 35% up on the year.
Free float Ulrich Dietz
64,0% 26,4%

GFT share performance

In the first few months of the 2019 stock market year, the GFT share
outperformed the benchmark TecDAX index. Among other things, this
Maria Dietz
was due to catch-up effects from the share’s weaker performance in 9,6%
the last few weeks of the previous year, the publication of our 2018
figures and guidance for 2019, and the announcement of an attrac-
tive dividend yield. During the summer months, however, the share
price fell in below-average trading – despite a positive response to
the continuation of the company’s industrial strategy with the AXOOM
takeover, its partnership with in-GmbH and an extensive Guidewire
implementation project in France. The recovery finally began to gather
pace quickly in the fourth quarter in a very positive capital market
environment. Moreover, on publication of the third quarter figures
shareholders were convinced by the company’s first revenue growth
at Group level in two years. The share closed the 2019 stock market

Share performance indexed 2019 – GFT Technologies SE vs. TecDAX

200

175

150

125

100

75

50

Start: 31 December 2018 (GFT closing rate Xetra €6.70) End: 31 December 2019 (GFT closing rate Xetra €11.64)

GFT Share TecDAX


GFT Annual Report 22
2019
23 GFT in the capital market

Dividend Information on the GFT share

FY / 2019 FY / 2018
The dividend policy of GFT Technologies SE is based on sustainability
Prior year-closing quotation
and continuity, with the aim of distributing between 20 and 50% of net (Xetra closing price on the last
income. The Annual General Meeting approved a dividend of €0.30 trading day) €6.70 €13.05
per share for the financial year 2018. In view of the company’s dividend Year-closing quotation
policy and history, the original proposal also envisaged a dividend of (Xetra closing price on the last
€0.30 per share for the financial year 2019. trading day) €11.64 €6.70
Percentage change 74% −49%
GFT attaches great importance to financial stability and flexibility. In Year-high €12.82 €15.01
order to preserve the company’s healthy position, GFT aims to mini- (daily closing prices Xetra) 10/12/2019 13/3/2018
mise the risks that may arise from the unforeseeable duration of the Year-low €6.23 €6.50
(daily closing prices Xetra) 26/8/2019 20/12/2018
Covid-19 pandemic. In order to be able to take appropriate account of
further developments, it was therefore decided to review the dividend Number of shares on 31 December 26,325,946 26,325,946
proposal until the Annual General Meeting is convened, whereby the Market capitalisation on 31 December €306 million €176 million
dividend is to lie within the dividend payout ratio of 20% to 50% of Average daily trading volume in
net income. shares
(Xetra and Frankfurt) 53,799 73,167
Adjusted earnings per share from
continued operations €0.76 €1.09
Annual General Meeting
Earnings per share from continued
operations €0.52 €0.76
The Annual General Meeting was held in Stuttgart on 4 June 2019. A
Operative cash flow per share €1.38 €1.70
total of 53.38% of the share capital with voting rights was represented.
Shareholders adopted all resolutions proposed by the company’s
Source: Factset
administration with large majorities.
Initial stock market quotation: 28/6/1999
ISIN: DE0005800601
Market segment: Prime Standard
Capital market communication

For GFT Technologies SE, capital market communication means


providing timely, comprehensive and transparent information about
the Group’s strategy and development. The CEO, CFO and Investor
Relations team are in constant dialogue with national and interna-
tional investors, as well as with private shareholders, to explain the
GFT Group’s business model and further development. In addition,
the Group participated in nine national and international conferences
and roadshows in 2019. Extensive information, including quarterly and
annual reports as well as presentations, is available on the Investor
Relations website www.gft.com/ir.
GFT Annual Report 24
2019

“As a dynamic technology partner,


GFT stands for new ideas, drive
and flexibility – qualities that help
us guide our customers safely into
the digital future.”
Ulrich Dietz,
Chairman of the Administrative Board
25

Administrative Board report

The following report describes the work of the Administrative Board The procedure described ensured that the Administrative Board was
in the financial year 2019: able to fulfil its duties diligently and promptly at all times.

the Administrative Board of GFT Technologies SE once again per-


formed the duties incumbent upon it in the financial year 2019. It Meetings of the Administrative Board as well
discussed at length all questions of strategy, major activities and indi- as discussions held outside of meetings
vidual measures, and adopted the necessary resolutions. The course
of business and the development of revenue and earnings, as well as The Administrative Board held five meetings in person and six meet-
financial, investment and HR planning and the associated significant ings via conference call in the financial year 2019. All resolutions were
financial and non-financial risks were regularly discussed in detail and adopted in the course of these meetings. No member of the Admin-
critically questioned. istrative Board attended less than half of the meetings. The average
attendance rate was 95 percent. Taking into account the scheduled
Key topics on the Administrative Board’s agenda during the reporting non-participation of the Managing Directors in meetings at which top-
period once more included the company’s strategic alignment and ics relating to their service agreements were discussed, the atten-
medium-term growth prospects. The Administrative Board dealt in dance rate was 100 percent.
particular with the product portfolio, especially with regard to cloud
solutions and the development of business with industrial companies. Individualised disclosure of participation in meetings and confer-
It resolved to acquire the companies Axoom GmbH (now GFT Smart ence calls of the Administrative Board of GFT Technologies SE in
Technology Solutions GmbH) in summer 2019 and in-integrierte infor- the financial year 2019:
mationssysteme GmbH in December 2019. By making these acqui-
Attendance
sitions, the GFT Group significantly strengthened its expertise in the
Ulrich Dietz (Chairman) 11 / 11
industrial sector and broadened its client profile. (100%)
Dr Paul Lerbinger (Dep. Chairman) 11 / 11
(100%)
Cooperation between the Administrative Board Dr-Ing Andreas Bereczky 11 / 11
and the Managing Directors (100%)
Maria Dietz 11 / 11
The Managing Directors regularly informed the Administrative (100%)
Board – in written and verbal reports – about the current state of Marika Lulay 9 / 11 1
business, the earnings trend, deviations from planned developments (82%)
and major projects. All reports formed the basis for extensive discus- Dr Jochen Ruetz 9 / 11 1
sions within the Administrative Board. (82%)
Prof Dr Andreas Wiedemann 11 / 11
The Chairman of the Administrative Board was also in regular contact (100%)

with the Managing Directors between the meetings.


1 The members of the Administrative Board held two conference calls in the
financial year 2019 which the members of the Administrative Board who are
All transactions and measures requiring the approval of the Admin-
also appointed as Managing Directors did not attend, as these were internal
istrative Board were presented to the Administrative Board, which meetings within the meaning of the recommendation D.7 (“If necessary,
carefully examined and discussed the transactions on the basis of the the Supervisory Board shall meet without the Management Board.”) of the
written documents and oral explanations provided before adopting German Corporate Governance Code in the version of 16 December 2019
the respective resolution. (formerly section 3.6 German Corporate Governance Code in the version of
7 February 2017).
GFT Annual Report 26
2019

Administrative Board meetings in the financial At its meeting in Stuttgart on 6 May 2019, the Managing Directors
year 2019 presented the results for the first quarter of 2019 and the quarterly
statement. In addition, the Administrative Board discussed at length
In a conference call on 26 February 2019, the Managing Directors the latest market trends in connection with the use of cloud technol-
informed the Administrative Board about the preliminary results of ogies for clients of the GFT Group and the corresponding strategy.
the financial year 2018.
At its meeting in Stuttgart on 3 June 2019, the Administrative Board
At the balance-sheet meeting held in Stuttgart on 21 March 2019, discussed the Annual General Meeting taking place on the following
the Administrative Board finally examined in detail the company’s day. It also dealt once again in detail with corporate strategy and its
annual financial statements, the consolidated financial statements and level of implementation within the GFT Group. The Managing Direc-
the combined management report for GFT Technologies SE and the tors reported on the status of the planned acquisition of all shares in
GFT Group, which had each received an unqualified audit opinion from Axoom GmbH.
KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin (KPMG). All of the
aforementioned documents, as well as the proposal for allocating net Following detailed consultation, the Administrative Board resolved
income and KPMG’s audit reports, were provided to the Administrative to purchase all shares in Axoom GmbH during a conference call on
Board well in advance of its meeting. The documents were discussed 25 June 2019.
thoroughly with the Managing Directors during the meeting, which
was also attended by the chief auditor, after the Managing Directors In the absence of the Managing Directors, the members of the Admin-
had explained the documents prepared by the company. The chief istrative Board discussed the further development of the compensa-
auditor presented the audit results in detail – especially those in con- tion structure for the Managing Directors during a conference call on
nection with the key audit matters – and went on to explain the audit 30 July 2019.
procedures and answer all questions. As a result, the Administrative
Board was able to satisfy itself that the audit and audit report had been The results for the first six months of 2019 and the half-year financial
executed in an orderly and proper manner. The Administrative Board report were the topic of the conference call held on 5 August 2019.
had no objections to make and concluded that the audit result corre- These were discussed in detail by the Administrative Board together
sponded with the findings of its own review. It adopted a resolution to with the Managing Directors and the chief auditor. In addition, the
approve the annual financial statements 2018 of GFT Technologies SE members of the Administrative Board were informed about the costs
and the consolidated financial statements 2018. The annual financial of the GFT Group’s key internal IT systems.
statements 2018 of GFT Technologies SE were thus formally adopted.
In a conference call on 30 September 2019, the Managing Directors
At the same meeting, the Administrative Board also examined in detail informed the members of the Administrative Board about the current
the non-financial group report. There were no objections. course of business and the development of earnings.

In addition, the Administrative Board adopted the agenda for the At its meeting in Stuttgart on 4 November 2019, the Administrative
Annual General Meeting 2019, including the proposal for the election Board discussed in detail the results for the third quarter of 2019 and
of auditors. The auditors proposed for election had previously con- the quarterly statement. The Administrative Board was also informed
firmed that there were no circumstances which might cast doubt on in detail about the IT system landscape of the GFT Group. Further-
their independence. more, the Managing Directors reported on the planned acquisition of
all shares in in-integrierte informationssysteme GmbH.
The Administrative Board was also informed in detail about the IT sys-
tem used by the GFT Group to manage client projects. Moreover, the At the meeting held in Stuttgart on 10 December 2019, the Managing
Managing Directors reported on the planned acquisition of all shares Directors reported on their budget proposal for the financial year 2020
in Axoom GmbH. and the company’s medium-term planning, including financial, invest-
ment and personnel planning. The Administrative Board discussed
In the absence of the Managing Directors, the Administrative Board the proposals in detail and subsequently adopted the Budget 2020.
adopted a resolution regarding the personal targets for the variable In addition, the Administrative Board issued the Declaration of Com-
compensation of the Managing Directors for the financial year 2019. pliance with the German Corporate Governance Code according to
The Administrative Board also adopted a resolution regarding the section 22 (6) SEAG in conjunction with section 161 AktG and adopted
achievement of the variable compensation targets of the Managing a resolution to set the main audit topics for the auditing of the annual
Directors for the financial year 2018. financial statements. At the same meeting, the Administrative Board
also discussed the GFT Group’s HR strategy. Following detailed con-
sultation, the Administrative Board also approved the purchase of all
shares in in-integrierte informationssysteme GmbH.
27 Administrative Board Report

In the absence of the Managing Directors, the members of the Admin- Conflicts of interest and their treatment
istrative Board discussed the conclusion of a new service agreement
with Marika Lulay. In order to avoid any suspicion of a conflict of interest, Administrative
Board members do not participate in discussions or the adoption of
Following detailed consultation, and in the absence of the Managing resolutions on transactions between themselves and GFT Technolo-
Directors, the Administrative Board resolved to conclude a new service gies SE, or companies belonging to the GFT Group. The same pro-
agreement with Marika Lulay during a conference call on 23 Decem- cedure applies if the contractual partner is not the member of the
ber 2019. Administrative Board himself but a company for which the Administra-
tive Board member works or in which he holds a controlling interest.

Committees None of the members of the Administrative Board who are also
appointed as Managing Directors participate in deliberations and reso-
The Administrative Board has set up a committee to decide on matters lutions relating to their service agreements, including the deliberations
concerning a consultancy agreement between GFT Technologies SE and resolutions on the new service agreement of Marika Lulay.
and RB Capital GmbH. The sole owner and managing director of the
latter company is the Chairman of the Administrative Board, Ulrich The Administrative Board has set up the above mentioned committee
Dietz. The exclusive purpose of the committee is to exclude potential to deal with the consultancy agreement with RB Capital GmbH.
conflicts of interest from the outset when deliberating on and adopt-
ing resolutions. It consists of three independent Administrative Board
members: Prof Dr Andreas Wiedemann (chair), Dr Paul Lerbinger and Education and training activities
Dr-Ing Andreas Bereczky.
The members of the Administrative Board are responsible them-
Apart from this particular case, the Administrative Board refrains from selves for the education and training measures required for their
forming any committees. Due to the low number of its members, it was duties. The company provides appropriate support for the members
felt that no committees were needed to ensure the efficiency of the in this respect, in particular by means of presentations on specialist
Administrative Board’s activities. All members of the Administrative topics during meetings of the Administrative Board. At the meeting
Board are fully informed and involved in all decisions. on 6 May 2019, the company presented to the Administrative Board
members the latest market trends in connection with the use of cloud
The committee met twice in the financial year 2019, on 21 March 2019 technologies at banks, insurance companies and industrial enter-
and on 4 November 2019. All members attended both committee prises, and informed them at the meeting on 4 November 2019 about
meetings. The committee subsequently informed the Administrative modern IT systems as also used in the GFT Group. In addition, the
Board in detail about its work. chief auditor informed the Administrative Board members about the
latest developments in the field of accounting during the balance sheet
meeting on 21 March 2019.
Corporate Governance and Declaration of
Compliance
Annual financial statements and consolidated
The Administrative Board regularly discusses the rules of good corpo- financial statements 2019
rate governance and their application within the GFT Group. This was
also the case in the financial year 2019. Detailed information on the The annual financial statements as at 31 December 2019 of GFT Tech-
corporate governance principles and their implementation within the nologies SE, the consolidated financial statements as at 31 Decem-
GFT Group is presented in the Corporate Governance Statement for ber 2019, and the combined management report for the GFT Group
the GFT Group and GFT Technologies SE. This is combined together and GFT Technologies SE were audited by KPMG, which awarded an
with the Corporate Governance Report and available at www.gft.com/ unqualified audit opinion in each case. As part of the audit remit, the
corporate-governance-statement auditors concluded that the Administrative Board had taken appro-
priate steps to fulfil its tasks pursuant to section 22 (3) sentence 2
At its meeting on 10 December 2019, the Administrative Board issued SEAG, in particular to establish a monitoring system, and concluded
its declaration on the German Corporate Governance Code accord- that this monitoring system was suitable for the early detection of
ing to section 22 (6) SEAG in conjunction with section 161 AktG. This developments which might jeopardise the continued existence of the
Declaration of Compliance was amended on 4 March 2020. Both the company.
Declaration of Compliance and the amendment are published on the
company's website www.gft.com/declaration-of-compliance and also
included in the Corporate Governance Statement.
GFT Annual Report 28
2019
29 Administrative Board Report

KPMG has been the auditing company elected for the auditing of dividend payout of 20% to 50% of the GFT Group’s net income is to
GFT Technologies SE and the GFT Group since the financial year 2012. be proposed, which is thus within the general range communicated
Arne Stratmann is primarily responsible for the audit and has signed by the company.
the independent auditor’s report since the financial year 2017. Andreas
Gebert is the additional signing auditor for the consolidated financial The Administrative Board also reviewed the separate non-financial
statements and Andrea Wacker for the annual financial statements. group report and raised no objections.
Both signed the respective independent auditor’s report for the first
time for the financial year 2019. The qualification, independence and efficiency of the auditors was
checked by the Administrative Board, especially in connection with
Each member of the Administrative Board received in good time: the discussions on the annual financial statements and the half-year finan-
annual financial statements, the consolidated financial statements and cial report. The chief auditor reported on additional services rendered
the combined management report as at 31 December 2019, the audit in the financial year 2019 as well as those contractually agreed for the
reports of the auditors, the other documents to be examined – includ- financial year 2020.
ing the separate non-financial group report – and the proposal of the
Managing Directors for the allocation of net income. All of the docu-
ments prepared by the company were explained in detail by the Man- Challenges of the Covid-19 pandemic
aging Directors at the Administrative Board meeting of 7 April 2020.
In particular, the Administrative Board discussed the key audit matters Since the end of February 2020, the members of the Administrative
described in the audit certificates, as well as the audit procedures Board have regularly discussed the impact of the Covid-19 pandemic
performed. The meeting was attended by representatives of the chief on the business activities of the GFT Group. To this end, the Managing
auditor. They reported on the priorities and the results of the audit Directors provide information on an ongoing basis. This procedure
and explained the audit reports. Moreover, they answered in detail all enables the Administrative Board to take any necessary decisions –
questions relating to the key audit matters and the audit procedures also at short notice, if required.
performed. They also stated that the chief auditor was convinced that
there were no material weaknesses in the internal control system and
risk management system in relation to the financial reporting process. Thank you

The Administrative Board examined itself all documents submitted The Administrative Board would like to thank all shareholders for their
on the annual and consolidated financial statements, including the continued trust. It is also indebted to all employees of the GFT Group
audit reports of the auditors, and discussed any issues – especially in Germany and abroad, as well as the Managing Directors, for their
with regard to the key audit matters – at length with the Managing hard work and performance in the financial year 2019.
Directors and the chief auditor. It is the firm belief of the Administrative
Board that these documents were prepared in an orderly manner and Stuttgart, 7 April 2020
comply with statutory requirements. The Administrative Board has
no objections and, on the basis of its own review, concurs with the For the Administrative Board
findings of the audit. With a corresponding resolution at its meeting
on 7 April 2020, it approved the annual financial statements for 2019
of GFT Technologies SE and the consolidated financial statements of
the GFT Group for 2019, as prepared by the Managing Directors. The Ulrich Dietz
annual financial statements of GFT Technologies SE for 2019 were Chairman of the Administrative Board
thus adopted.

On 4 March 2020, the Administrative Board concurred with the


proposal of the Managing Directors to pay a dividend of €0.30 per
ordinary share entitled to dividends. On the basis of its own review,
and in consideration of the economic situation of the company at the
time, the Administrative Board believed that this proposal was reason-
able and appropriate. In view of the current spread of the Covid-19
pandemic, however, the Administrative Board reviewed the dividend
proposal at its meeting on 7 April 2020 and resolved to continue this
review until the Annual General Meeting is convened in order to be
able to take appropriate account of further developments. At its meet-
ing on 7 April 2020, the Administrative Board already decided that a
GFT Annual Report 30
2019

Marika Lulay,
CEO of GFT Technologies SE
31

Letter to our shareholders

This year’s annual report is devoted to the topic of perspective. With range of services, we expanded our business relationships with exist-
our feet planted firmly on the ground of our proven expertise, we ing clients while at the same time acquiring more than 60 new clients
survey a changing environment from various angles. This is how we worldwide. Among other things, we succeeded in entering the import-
monitor new technologies and markets, and their associated opportu- ant and innovative Asian market.
nities and risks. It enables us to discover a wide variety of opportunities
for our customers and help them transition their business models into Following the acquisition of the Canadian IT service provider V-NEO
the digital age. At the same time, as a company we also know the in 2018, we expanded our activities in the insurance sector in North
importance of new ideas and a change of perspective. Especially in a America and Europe. In 2019 the proportion of total revenue generated
volatile market environment. from insurance companies rose from 6% to 11%. Among other things,
we succeeded in winning a major implementation contract in France –
A brief review: two years ago GFT realigned its strategy, in order to aided by our close partnership with Guidewire, the market leader and
maintain its success. We expanded our business model and built one of the fastest-growing platform providers for property and acci-
bridges to new client groups and markets. This strategic course dent insurance. In order to meet the anticipated strong demand from
was continued in 2019, during which we stepped up the pace and insurance companies in Europe, we added further centres of excel-
achieved some important milestones. For the first time since 2017, we lence for Guidewire implementation in Poland and Spain during 2019,
succeeded in raising total revenue. What is more, we are at the cutting in addition to our existing centre in Italy. This greater client proximity
edge of major, future-oriented IT trends and have firmly established enables us to quickly provide bespoke and cost-optimised IT solutions.
ourselves as a cross-industry technology partner.
In the past year, we also took further important steps in our industrial
GFT increased its revenue with so-called exponential technologies strategy. By acquiring the industrial expertise of TRUMPF subsidi-
from 25% in the previous year to 30% in 2019. These include new tech- ary AXOOM, we were able to expand our know-how in this field; at
nologies such as artificial intelligence, cloud, DLT / blockchain, DevOps the same time, we strengthened our long-standing cooperation with
and data analytics, which are driving exponential growth across all TRUMPF by means of a new development partnership. The strate-
sectors. Strong demand for cloud-based applications have had a par- gic partnership with in-GmbH, based in southern Germany, was also
ticularly positive effect: we increased revenue from cloud solutions to important for us in 2019. This company, which we ultimately acquired
€27 million last year – compared with €10 million in 2018; this reflects at the beginning of 2020, is an established software provider for
the dynamic uptake of this new technology. industrial clients. The acquisition will broaden our client base in the
industrial sector in the field of automotive, logistics and energy man-
Our key financial figures for the past year were as follows: at €429 mil- agement.
lion, total revenue exceeded our expectations. However, as anticipated,
earnings were suppressed by expenses for capacity adjustments and An important factor in GFT’s success is its cooperation with leading
under-utilisation in the first half of the year. Earnings before taxes platform providers. These partnerships enable us to anticipate trends
amounted to €18.73 million and EBITDA to €44.89 million. All in all, and completely new technologies at an early stage. And in addition,
2019 was in line with expectations and represents an important step they give us access to new countries and markets. Our strategic pre-
on our path to sustainable growth. mium partnership with Google – as one of the few IT service providers
for the financial sector – was expanded in the past year. In the finan-
We successfully continued the diversification of our sector and cli- cial services sector, we also strengthened our cooperation with AWS
ent structures in 2019. In the banking environment, we were able to (Amazon Web Services), and in the insurance business we worked
make ourselves significantly less dependent on our top-2 clients and closely together with Guidewire.
demonstrated that we can also achieve growth in a challenging market
environment. With the aid of strategic partnerships and an attractive
GFT Annual Report 32
2019
33 Letter to our shareholders

We optimised our internal structures in 2019 and adapted them to the In the current financial year, we will continue to pursue our strategy
needs of rapidly changing markets and global developments. In order of further sector and client diversification. Driven by our acquisitions
to maintain our technological expertise – especially in the use of future and the success we have already achieved, as well as our excellent
technologies – we established a number of “tech communities” and and international market access, our aim is to raise the proportion of
play an active role as a member of various international technology revenue generated with insurance and industrial clients to 20% of total
forums, such as Medium.com. revenue in the medium term.

The decision to expand the GFT Group Executive Board (GEB) on Dear shareholders, due to the spread of the Covid-19 virus around the
1 January 2020 underlines our strong international presence. Most world in recent weeks, the global economy is facing what is proba-
of our Board members come from within our own ranks – something bly its greatest challenge of the post-war period. However, by taking
I am very proud of. The enlarged GEB combines external knowledge steps at an early stage of the crisis – from digitisation and flexible
with the experience of proven GFT executives. This team will create working models to cloud migration – we have been able to maintain
synergies in our key regions and enable us to accelerate our strategic our services in full and in the accustomed quality. As a competent and
development. I look forward to working together with my colleagues reliable IT partner, we are helping our clients through these difficult
on the Board. times and demonstrating the huge potential of digital solutions in times
of upheaval and also beyond.
How will GFT position itself in future? We expect to consolidate our
excellent standing in the banking sector, our core market. At the same The trend towards digitisation continues unabated and may even lead
time we will continue to expand our activities in both the insurance to additional demand as a result of the Covid-19 pandemic. But there
and industrial sectors. We aim to achieve this with an attractive ser- is no doubt that this crisis will also have an impact on our business
vice portfolio and a strong network of strategic partners. Exponential activities. Travel and curfew restrictions will hamper our sales activ-
technologies will continue to be an important growth driver in 2020 ities for the foreseeable future. In addition, we expect that some of
and beyond. In order to remain one of the top IT service providers our clients will postpone their IT projects planned for 2020. Due to
for the use of future technologies, we will invest consistently in the the high volatility of global markets, we will probably not be able to
development of our own expertise. achieve the significant year-on-year improvements in Group revenue
and earnings we had targeted.
Let us take a look at the trends in our target markets. I would like to
emphasise: the financial services sector is still an attractive market In this time of crisis, financial stability and flexibility are our main pri-
and GFT remains one of the leading IT service providers for banks. orities. Moreover, we want to be prepared for business opportunities
In 2020, the growth drivers in the banking environment will continue that may arise once the pandemic has abated. In order to be able to
to be automation and efficiency gains via new technologies, such as take appropriate account of further developments, we have there-
artificial intelligence and cloud computing. We see high demand in this fore decided to review the dividend proposal until the Annual General
field, particularly in the retail banking business outside Europe. Our Meeting is convened, whereby the dividend is to lie within the dividend
entry into the Asian market gives us the unique opportunity to help payout ratio of 20% to 50% of net income. A dividend of €0.30 per
shape the establishment of new digital banks. share was previously planned.

As the digitisation of its business processes gains further momentum, Dear shareholders, the highly dynamic nature of the crisis calls for
the insurance market continues to promise considerable potential in continuous and careful monitoring of the situation. I can assure you
2020. GFT has already proven that it has the ability to grow rapidly that we are constantly assessing developments and will take decisive
in this sector. action where necessary. GFT will respond to this challenge by drawing
on its proven strengths.
In the industrial sector, our acquisitions will already enable us to enter
completely new fields in 2020. We anticipate new client projects with I would like to thank you for your trust and invite you to continue to
mid-sized, globally operating German industrial companies. A signif- accompany us.
icant transformation drive is expected in the second half of the year.
The worldwide demand for IT solutions in the field of Industry 4.0 is Best regards
high – as is the need for internationally experienced IT experts.

Each of these developments opens up a wide range of opportunities


for us. And I can assure you: we have the expertise, creativity, strength Marika Lulay
and courage to exploit them. CEO, GFT Technologies SE
GFT Annual Report 34
2019

Combined Management Report

1 Basic principles of the Group 35

2 Economic report 38

3 Risk report 49

4 Opportunity report 58

5 Takeover-relevant information 59

6 Remuneration Report 63

7 Forecast report 67

8 Explanations on the separate financial


statements (HGB) 69
35 Combined Management Report

1 Basic principles of the Group Communications. In addition, GFT Technologies SE acts as a sepa-
rate legal entity for operating business in Germany. In accordance
with its single-tier management and supervision structure, the
1.1 Basis of presentation Administrative Board of GFT Technologies SE is responsible for the
management and control of the GFT Group: it sets the Group-wide
This combined management report for the GFT Group and GFT Tech- strategic alignment and supervises its operational implementation
nologies SE was prepared in accordance with sections 289, 315 and by the Managing Directors.
315a of the German Commercial Code (Handelsgesetzbuch – HGB).
Unless stated otherwise, the following information applies to the The Administrative Board comprises seven members: Ulrich Dietz
GFT Group and to GFT Technologies SE. (Chairman), Dr Paul Lerbinger (Deputy Chairman), Dr-Ing Andreas
Bereczky, Maria Dietz, Marika Lulay (CEO), Dr Jochen Ruetz (CFO),
and Prof Dr Andreas Wiedemann. The Administrative Board
1.2 Business model appointed Marika Lulay (CEO) and Dr Jochen Ruetz (CFO) as Man-
aging Directors.
Group structure
As the strategic management holding company, GFT Technol- As of 31 December 2019, GFT Technologies SE was represented
ogies SE, domiciled in Stuttgart, Germany, is responsible for the by 5,242 employees in 13 countries and controlled 30 subsidiaries
management and control of all legally independent companies of either directly or indirectly.
the GFT Group. In addition to defining the corporate targets and
strategy, its key responsibilities include steering the Group’s risk Please refer to the notes to the consolidated financial statements
and financial management. Moreover, GFT Technologies SE provides for a full list of subsidiaries and other investments.
Group-wide administrative services and manages global Corporate

Structure of the GFT Group with the most important Group companies

GFT Technologies SE

Business division Americas, UK & APAC Business division Continental Europe

Brazil France
GFT Brasil Consultoria Informática Ltda. GFT France S.A.S.

Canada Germany
GFT Canada Inc. GFT Technologies SE
GFT Technologies Canada Inc.

Italy
Costa Rica
GFT Italia S.r.l.
GFT Costa Rica S.A.

Poland
Mexico
GFT Poland Sp. z o. o.
GFT México S.A. de C.V.

UK Switzerland
GFT Financial Limited GFT Schweiz AG

USA Spain
GFT USA Inc. GFT IT Consulting S.L.U.
GFT Annual Report 36
2019

Expansion of offerings for industrial clients with acquisition of expanded and now includes strategic consulting, the implementation
AXOOM GmbH of bespoke IT solutions and a proprietary cloud-capable IoT platform.
In July 2019, the GFT Group acquired AXOOM GmbH, based in Karl- GFT’s products and services enable industrial companies to optimise
sruhe, Germany, (as of 24 July 2019: GFT Smart Technology Solu- their processes in terms of cost, error rate and downtime.
tions GmbH, Karlsruhe), a subsidiary of TRUMPF GmbH & Co. KG.
The company combines industry know-how with IT expertise and In accordance with the internal management and reporting of
offers its clients strategic consulting, development and implemen- GFT Technologies SE, the business activities of the GFT Group are
tation of pioneering technologies in all areas of digitisation of value divided into two segments. The Americas, UK & APAC segment
chains, Internet of Things (IoT), connectivity and cloud applications. targets clients in the field of investment banking and retail bank-
The acquisition has accelerated the expansion of industrial expertise ing. Due to the strongly innovative approach of Asian banks, GFT
at GFT Technologies SE and strengthened the long-standing client expanded its activities to the Asia-Pacific region. The first reference
relationship with TRUMPF. In the financial year 2019, AXOOM GmbH projects for bank digitalisation were won in Hong Kong and Singa-
employed an average of 67 people and generated revenue of pore during the reporting period. The Continental Europe segment
€1.13 million. is dominated by business with clients in the retail banking sector.
Moreover, activities for industrial clients are focused on Continental
Business operations Europe and especially Germany. Following the expansion from North
GFT Technologies SE is a globally aligned technology partner for America to the French market, both segments include activities in
digital transformation focusing on the banking, insurance and indus- the insurance sector.
trial sectors. Its range of services includes consulting on the devel-
opment and realisation of innovative IT strategies, the development With the aid of its tried and trusted Global Delivery Model, GFT Tech-
of bespoke IT solutions, the implementation of sector-specific stan- nologies SE can supply its range of solutions to the core markets
dard software, and the maintenance and further development of of Europe and the Americas, as well as Singapore and Hong Kong.
business-critical IT solutions. Its clients include leading banks and The company’s consultants and sales staff are in direct contact with
insurance companies in Europe and the Americas, as well as indus- clients (onshore) to provide advice on the development of strategies
trial companies, especially in Germany. and to coordinate their projects. Services are then provided flexibly
and cost-effectively at the development centres (nearshore). This
In the banking sector, growth is being driven by the ongoing digi- model thus combines customer proximity and quality with cost ben-
talisation of financial services with the aim of optimising business efits and easy access to IT experts in markets with a lack of skilled
processes, reducing operating costs and countering the competitive workers. Depending on customer preference and cost sensitivity,
pressure created by new fintech providers. The main focus is on the onshore / nearshore model has different levels of intensity. Near-
future technologies such as distributed ledger technology (DLT), arti- shore centres in the banking sector for Continental Europe, the UK
ficial intelligence (AI), DevOps, data analytics and in particular cloud and the Asia-Pacific region are located mostly in Spain and Poland.
applications. GFT Technologies SE not only has expertise in these Customers in the Americas are served by nearshore centres in Bra-
future technologies, but also many years of experience and exten- zil and Costa Rica. For the insurance sector, nearshore locations
sive sector-specific knowledge. This applies in particular to appli- were established in Spain and Poland during the reporting period in
cation development for major banks with legacy IT infrastructures. order to complement the existing centres of excellence in Canada
and Italy.
Due to the huge potential offered by the digital transformation of
value chains, the GFT Group also targets insurance companies in
the field of property, accident, life and health insurance. In order to
improve their cost structures and competitive position, there is high
demand in the insurance sector for flexible and efficient processes
that, for example, enable integrated customer communication. In
addition to strategy development and consulting, GFT Technolo-
gies SE offers the development of bespoke IT solutions and the
implementation of standard software, in particular Guidewire.

In July 2019, the expansion of business with industrial clients was


significantly accelerated by the acquisition of IT service provider
AXOOM and the partnership with in-integrierte informationssys-
teme GmbH, a software supplier for the industrial sector. In January
2020, in-integrierte informationssysteme GmbH, Konstanz, Germany,
was then acquired. As a result of these strategic measures, the port-
folio of services in the field of industry and IoT has been considerably
37 Combined Management Report

1.3 Management system A key component of the internal management process is the Group’s
systematic opportunity and risk management. This enables man-
The primary strategic objective of the GFT Group is to achieve a agement to identify, assess and steer the opportunities and risks
sustainable increase in enterprise value by continuously expanding which may lead to positive or negative deviations from targets. For
competitive advantages. As part of its strategic planning, measures further information, please refer to the Risk Report and Opportunities
to achieve this objective in the respective countries and market seg- Report sections.
ments are discussed and implemented. The internal management
system comprises regulations and measures for the organisational Key performance measures for GFT Technologies SE
implementation of management decisions and the permanent moni- The KPIs used to measure the business success of GFT Technolo-
toring of their effectiveness. All Group executives are involved in this gies SE are revenue and EBT. The financial performance measure
management process. This includes the Administrative Board, the adjusted EBITDA used by the GFT Group is not among the internal
Managing Directors, the managing directors of the Group’s subsid- KPIs used by GFT Technologies SE.
iaries, and the managers responsible for Group-wide administrative
functions. The Managing Directors are also supported by the Group Further information
Executive Board;. its tasks include providing advice and preparing Further information on the key performance measures used in
decisions. the annual report (unaudited) can be found on the GFT website at
www.gft.com/performancemeasures.
The country organisations provide the Group Executive Board with
regular reports on the course of business and the implementation of
management decisions, while analysing the opportunities and risks 1.4 Research and development
for future development. The development of key performance indi-
cators compared to the respective budgets is monitored via monthly The continuous analysis and adaptation of technology trends in our
reports provided by the country organisations. target markets Banks, Insurance and Industry has top priority. In
cooperation with our clients and partners, we analyse trends and
Key performance measures for the GFT Group develop new application solutions based on these trends at the GFT
The key performance indicators (KPIs) used to measure the suc- Digital Innovation Labs. These solutions provide support for GFT’s
cess of strategy implementation in the GFT Group are revenue, clients with the digital transformation of their business models and
adjusted EBITDA (earnings before interest, taxes, depreciation and ultimately help secure and enhance their competitive position. Ref-
amortisation, as well as before effects from business combinations erence projects facilitate sales activities and the acquisition of new
such as acquisition-related reductions in current assets, acquisi- projects, as well as strengthening GFT’s reputation as a technology
tion-related compensation for employees or selling shareholders, partner. For example, the market research institute Everest Group
transaction and integration expenses with an effect on earnings ranks the GFT Group as one of the leading companies for blockchain
as well as gains / losses from the disposal of company shares) and applications and digital services. In the reporting period, research
EBT (earnings before taxes). Other performance measures are also and development activities focused on exponential technologies,
used for the internal management process: these include revenue by especially cloud, DLT, automation (RPA), data analytics and AI.
country, market segment and sector, as well as contribution margins
and account collection targets. The success of the two segments is The GFT Group continued to drive its research and development
measured using the segment performance indicators revenue and efforts in the field of DLT during the reporting period. Although there
EBT, amongst others. Segment revenue and segment earnings also is a wide range of available technologies and methods, market matu-
include transactions between the business segments. Such transac- rity is steadily increasing. GFT’s approach is a mix of broad-based
tions are conducted at market prices and on an arm’s-length basis. basic research and focused client projects.

A non-financial performance indicator for the GFT Group is the pro- A further area of focus was cloud technologies. GFT's status as a pre-
ductive utilisation rate. It is based solely on the use of staff in client ferred partner of Google gave its experts in Spain extended system
projects and does not include any sales activities or involvement in access and enabled them to develop AI-based applications based
internal projects. on Google Cloud. This offers considerable added value for clients
seeking to exploit the possibilities of the cloud, while avoiding the
Target / actual and year-on-year comparisons of key financial perfor- high costs of developing AI applications themselves.
mance indicators, as well as year-on-year figures for the productive
utilisation rate are to be found in the Economic Report. This also AI has been successfully employed in document processing, i. e.
includes an explanation of further key non-financial performance the processing of large numbers of documents of different formats,
indicators which play an important role for the company’s successful in projects for major banks and stock exchanges. The tremendous
development but are not used to steer all areas of the company. potential for raising efficiency through the use of RPA and AI was
These include measures for attracting and retaining skilled employ- made apparent during the optimisation of call centre processes for
ees, as well as quality management during the processing of client a major bank. An Italian insurance project for the detection of fraud-
projects. ulent claims served as an example of GFT’s technological expertise
in the field of data analytics and AI.
GFT Annual Report 38
2019

Compared to the previous financial year, research and development 2 Economic report
expenses were largely unchanged at €3.08 million in the report-
ing period (2018: €3.00 million). Personnel expenses accounted
for the major share, amounting to €2.10 million or 68% of total 2.1 General comments
expenses (2018: €1.98 million or 66%). Expenses for external ser-
vices amounted to €0.05 million (2018: €0.18 million), corresponding The financial position and performance of the GFT Group in the
to 2% (2018: 6%) of total costs. financial year 2019 was influenced by the newly adopted accounting
standard IFRS 16 Leases. Payment obligations from leases previously
classified as operating leases are now discounted at the correspond-
1.5 Corporate Governance Statement ing incremental borrowing rate and recognised as a lease liability; an
opposing asset is capitalised for the right of use (right-of-use asset).
The Corporate Governance Statement (unaudited) to be submitted by
GFT Technologies SE and the GFT Group pursuant to sections 289f The modified retrospective method was adopted on initial appli-
and 315d of the German Commercial Code (Handelsgesetzbuch, HGB) cation of IFRS 16 as of 1 January 2019. In accordance with these
is available online at www.gft.com/corporate-governance-statement. transitional provisions, prior-year figures have not been restated.

For further information on the effects from the initial adoption of


1.6 Separate non-financial report for the IFRS 16, please refer to note 2.3 of the consolidated financial state-
Group ments.

The separate non-financial report for the Group (unaudited) pur-


suant to section 315b (3) number 2b HGB is available online at 2.2 General conditions
www.gft.com/sustainability.
Macro-economic conditions
According to calculations of the International Monetary Fund (IMF),
the global economy grew by 2.9% in 2019. Global output and trade
volumes increased, buoyed by very favourable financing conditions
and lower political risks. Nevertheless, a slowdown was observed
in the second half of the year, caused by flagging momentum in
some of the major emerging markets as well as by domestic political
conflicts.

In their assessment of 2019, the economists of the European Central


Bank (ECB) divide the year into two parts: whereas growth in the
manufacturing sector was dampened by political uncertainties – in
particular the trade conflict between the USA and China – in the first
half of the year, the trend stabilised noticeably in the second half. By
contrast, both the service sector and the construction sector made
good progress throughout the year. According to the ECB, eurozone
growth amounted to 1.2% for 2019 as a whole.

Germany’s central bank (Deutsche Bundesbank) estimates that the


German economy grew by 0.6% in 2019 – a significant slowdown on
the prior-year figure of 1.5%. Although healthy labour market data
continued to support consumer spending and good financing condi-
tions underpinned the boom in the construction sector, the country’s
export-oriented industrial sector continued its downward trend.

Sector-specific conditions
According to the US market research institute Gartner, the global IT
market grew by just 0.5% in 2019, due to political uncertainties and
fears of global economic recession. Within the IT market, growth
rates varied: the main growth drivers were software (up 8.5%) and
IT services (up 3.6%). Among the exponential technologies defined
by GFT, the market for cloud developments achieved the highest
percentage growth in 2019. According to Gartner, growth reached
16% while the market concentration of the major cloud providers
39 Combined Management Report

increased. Data analytics and robotic process automation (RPA) con- strategic partnerships, e. g. with leading cloud providers such as
tinued to make good progress, in terms of both technology maturity Google, Amazon Web Services and Microsoft or software companies
and the number of application areas. AI has already been very suc- such as Guidewire, the company aims to exploit the targeted market
cessfully employed in specific application areas. By contrast, DLT opportunities. In addition, the exponential technologies which GFT
applications (which include blockchain) are currently still lagging focuses on continue to display dynamic growth. On this basis, the
behind the very high expectations – the market is still in an experi- GFT Group has expanded its market position as a technology partner
mental phase, looking for the best possible application areas. in the Banking sector and is working successfully on expanding its
business activities in the insurance and industrial sectors.
According to Gartner, the world’s banks invested 5.3% more in their
IT systems in 2019 than in the previous year, adjusted for currency
effects. The gap between investment and retail banks with regard 2.3 Development of business
to their respective propensity to invest continued to widen during
the reporting period. While retail banks increased IT spending by Overview of business development
5.5%, the corresponding figure for investment banks was just 4.8%. In the financial year 2019, the GFT Group increased revenue by 4%
According to a study by Deloitte, however, all banks are falling short to €428.98 million (2018: €412.83 million). With a growth rate of 24%,
of their self-imposed targets with regard to digital transformation – the dynamic growth trend outside of the top-2 clients 1 continued to
especially the application of data analytics, cloud technologies and accelerate. As expected, steps taken to diversify the business are
artificial intelligence. Even though the competitive pressure in the taking effect and, as a result, the share of total revenue contributed
insurance sector is less intense, the digital transformation of its value by the top-2 clients decreased further to 28% (2018: 40%). Driven in
chain is unavoidable. In order to stand out from the competition, it particular by the positive trend in France and Canada, business with
is essential to better identify and serve customer needs with the aid insurance clients almost doubled to 11% of Group revenue (2018: 6%).
of digital applications and to make processes more efficient. This is
facilitated by sector-specific standard software such as Guidewire, Adjusted EBITDA grew by 21% year on year to €47.91 million (2018:
which the market research institute Gartner ranks as the market €39.68 million). This increase includes positive effects from IFRS 16
leader. Compared to the banking and insurance sectors, the digiti- of €12.77 million. As expected, EBT was burdened by increased
sation of business processes in the industrial sector (IoT) is still at an expenses for sales and the expansion of technology expertise,
early stage, as reflected by the high level of market fragmentation as well as by underutilisation and expenses for capacity adjust-
with regard to products and solutions. The number of available IoT ments. As a result, there was a year-on-year decline in EBT of 17%
interfaces – the basis for networking machines and systems – grew to €18.73 million (2018: €22.64 million). Nevertheless, EBT was 4%
strongly in the reporting period. For example, developers frequently above the original guidance of €18 million – due in part to a positive,
incorporate interfaces into the product design. one-off IFRS 16 effect of €0.69 million. Expenses for capacity adjust-
ments included in EBT amounted to €4.13 million for the year as a
The German market for information technology and telecommuni- whole (2018: €1.04 million). Net income fell by 32% to €13.66 million
cations (ICT) performed better than expected. Following subdued (2018: €19.98 million).
expectations, sentiment finally brightened in the second half of 2019.
According to the German digital association Bitkom, sales of prod- Performance compared to guidance
ucts and services for IT, telecommunications and consumer electron-
KPIs Forecast Results Δ%
ics increased by 2.0% compared to the previous year. The biggest in € million FY 2019 FY 2019
growth driver continues to be the digitalisation trend in all sectors. Revenue 420 428.98 2
Although employment in the digital sector reached a record high,
Adjusted EBITDA
the shortage of skilled workers is still regarded as critical. (incl. IFRS 16 effects) 48 47.91 –
EBITDA 46 44.89 −2
Impact on the GFT Group
EBT 18 18.73 4
The digital transformation of the banking, insurance and industrial
sectors is the growth driver for GFT Technologies SE, which com-
1 The GFT Group’s top-2 clients (based on the financial year 2016) are
bines sector and IT expertise in order to seamlessly integrate new
defined as Deutsche Bank and Barclays.
technologies into the business models of its clients. By expanding

Key figures by quarter (unaudited)

in € million Q1 / 2019 Q2 / 2019 Q3 / 2019 Q4 / 2019 FY 2019


Revenue 105.72 105.31 104.92 113.03 428.98
Adjusted EBITDA 11.16 10.78 12.84 13.13 47.91
EBITDA 10.28 9.94 11.98 12.69 44.89
EBT 3.18 3.97 5.19 6.39 18.73
GFT Annual Report 40
2019

2.4 Development of revenue

Development of revenue with M&A effects


In the financial year 2019, the GFT Group generated total revenue of
€428.98 million, corresponding to year-on-year growth of 4% (2018:
€412.83 million). The Canadian IT service provider V-NEO, acquired
in August 2018, contributed €18.95 million to total revenue in 2019.
The acquisition and initial consolidation of AXOOM GmbH in July
2019 resulted in a further M&A effect on revenue of €1.13 million.

Revenue in the financial year 2019 with M&A effects

2019 2018 Δ%
€ million share in % € million share in %
GFT organic 408.90 95% 404.23 98% 1%
V-NEO Canada 18.95 5% 8.60 2% >100%
AXOOM Germany 1 1.13 0% 0.00 0% −
GFT Group 428.98 100% 412.83 100% 4%

1 Revenue contribution as of 1 July 2019

Drive for sector diversification continued Revenue by sector


The GFT Group continued to drive its client and sector diversification in € million
strategy in the financial year 2019. In its business with insurance
clients, the acquisition of the Canadian IT service provider V-NEO in 500
July 2018 and the subsequent expansion of business in France were 428.98 412.83 + 4%
largely responsible for strong growth of 89% in the reporting period. 400
As a result, this sector’s revenue share rose significantly to 11% (2018:
6%). Business with industrial clients, summarised below under Indus-
300
try & others, also made extremely good progress with growth of 10%
and an increased share of total revenue of 9% (2018: 8%).
200

Industry &
100 others
Insurance
Banks
0
2019 2018

Revenue by sector 2019

2019 2018 Δ%
€ million share in % € million share in %
Banks 343.79 80% 353.93 86% −3%
Insurance 48.79 11% 25.79 6% 89%
Industry & others 36.40 9% 33.11 8% 10%
GFT Group 428.98 412.83 4%
41 Combined Management Report

Steady improvement in client diversification since 2015 Client diversification 2015 – 2019
The GFT Group is steadily driving its client diversification and has in € million
reduced its dependence on individual clients every year since 2015.
As a result, the proportion of total revenue attributable to the top-2 500
clients fell from 57% in 2015 to 28% in 2019. At the same time, there 374 423 419 413 429
has been consistently strong growth with other clients. 400

Revenue growth outside top-2 clients accelerated


300
The positive trend in business outside the top-2 clients gained fur-
ther momentum during the reporting period with a 24% increase in
revenue. This growth was achieved in all sectors served by GFT. In 200
addition, 60 new clients were acquired in the reporting year, espe-
cially in the banking sector. By contrast, revenue from the top-2 GFT Group
100
clients declined as expected by 26%, corresponding to a revenue Top-2 clients
share of just 28%. Other clients
0
2015 2016 2017 2018 2019

Revenue by client 2019

Revenue Δ%
in € million 2019 2018
Americas, UK & APAC Top-2 clients 57.89 84.79 −32%
Other clients 141.09 98.65 43%
Continental Europe Top-2 clients 64.12 79.56 −19%
Other clients 165.33 149.32 11%
GFT Group Top-2 clients 122.01 164.35 −26%
(without Holding)
Other clients 306.42 247.97 24%
Total 428.43 412.32 4%

Revenue growth in both segments As a result of demand for digitalisation solutions, business with
Revenue in the Americas, UK & APAC segment was raised by 8% clients in the retail banking sector remained strong and led to a
to €198.98 million (2018: €183.44 million). As expected, the budget slight increase in revenue in the Continental Europe segment to
restrictions of the top-2 clients in investment banking dampened the €229.45 million (2018: €228.88 million). The 19% decline in business
revenue trend, while growth with other clients was accelerated once with the top-2 clients was offset by growth of 11% with other clients.
again to 43% (2018: 22%). There was particularly dynamic growth in One particular highlight was the expansion of insurance business in
the Canadian insurance sector and in business with cloud solutions France due to a major order for Guidewire implementation.
in the UK. In addition, business activities with local banks in Brazil
and business with Spanish banks in Mexico achieved strong growth.

Revenue by segment in the financial year 2019

2019 2018 Δ%
€ million share in % € million share in %
Americas, UK & APAC 198.98 46% 183.44 44% 8%
Continental Europe 229.45 54% 228.88 56% 0%
Others 0.54 0% 0.51 0% 6%
GFT Group 428.98 100% 412.83 100% 4%
GFT Annual Report 42
2019

Revenue by segment Business with subsidiaries of Spanish retail banks was the main rea-
in € million son for the dynamic trend in Mexico with revenue growth of 81% to
€17.00 million (2018: €9.37 million). This led to an increase in the
500 country’s revenue share to 4% (2018: 2%).
428.98 412.83 + 4%

400
Driven by the dynamic trend in insurance business and the acquisi-
tion of V-NEO in July 2018, revenue in Canada more than doubled
to €15.69 million (2018: €6.93 million). Its share of total revenue
300
reached 4% (2018: 2%).

200 The insurance sector was similarly responsible for revenue growth
in France. Due to a multi-year Guidewire implementation project
■ Continental for the French insurer Macif, revenue rose sharply to €11.31 million
100 Europe
■ Americas, (2018: €1.93 million). At the same time, the country’s revenue share
UK & APAC rose to 3% (2018: 1%).
0
2019 2018 GFT posted revenue of €6.69 million (2018: €9.40 million) with cli-
ents in Switzerland, corresponding to a decrease of 29%. The reason
was a further decline in demand for implementations of the banking
Revenue by country software Avaloq.
With a 22% share of total revenue, Spain was the GFT Group’s larg-
est sales market in 2019. Revenue here rose by 1% to €92.97 million Thanks to an innovative banking project, business activities were
(2018: €91.71 million). Consistently strong demand from retail banks extended to Hong Kong in the reporting period and revenue of
for digital transformation solutions has led to this positive revenue €3.99 million was already generated (2018: -). The project comprises
trend over the past few years. The Spanish banking sector remains the set-up of a virtual, completely cloud-based bank aimed to attract
one of the most advanced in the world in terms of digitalisation. young clients with an affinity for technology.

With revenue of €81.67 million (2018: €98.56 million), the UK was no Other countries comprises revenue from Ireland, Luxembourg and
longer the leading country for sales. This was due in particular to the Portugal, among others. Revenue in these countries fell by 19% to
budget restrictions of the top-2 clients in investment banking, which €14.18 million (2018: €17.44 million).
resulted in a year-on-year revenue decline of 17%. Consequently, the
share of total revenue fell from 24% to 19%. Revenue by country
in € million
Revenue with Italian clients rose year on year by 11% to €63.44 mil-
lion (2018: €57.11 million). This dynamic growth resulted from busi- 500
ness with local banks and insurers. The country’s 15% share of total
revenue was slightly up on the previous year (2018: 14%). 400 ■ Others
■ Hong Kong
Demand for digitalisation solutions also remained high in Germany. ■ Switzerland
However, the expected fall in business with the top-2 clients led to 300 ■ France
a decline in revenue of 12% to €53.10 million (2018: €60.43 million).
■ Canada
■ Mexico
As a result, the country’s share of total revenue fell from 15% to 12%. 200 ■ Brazil
■ USA
The budget restrictions of the top-2 clients in investment banking ■ Germany
100
also dominated the revenue trend in the USA. The GFT Group’s reve- ■ Italy
nue in this country fell by 5% to €35.40 million (2018: €37.36 million),
■ UK
0 ■ Spain
resulting in a lower revenue share of 8% (2018: 9%).
2019 2018
In Brazil, GFT generated revenue of €33.54 million. This signifi-
cant year-on-year growth of 48% (2018: €22.59 million) was due to
strong demand for digitalisation solutions from local retail banks. As
a result, the country’s revenue share rose to 8% (2018: 5%).
43 Combined Management Report

Revenue by country in the financial year 2019

2019 2018 Δ%
€ million share in % € million share in %
Spain 92.97 22% 91.71 22% 1%
UK 81.67 19% 98.56 24% −17%
Italy 63.44 15% 57.11 14% 11%
Germany 53.10 12% 60.43 15% −12%
USA 35.40 8% 37.36 9% −5%
Brazil 33.54 8% 22.59 5% 48%
Mexico 17.00 4% 9.37 2% 81%
Canada 15.69 4% 6.93 2% >100%
France 11.31 3% 1.93 1% >100%
Switzerland 6.69 1% 9.40 2% −29%
Hong Kong 3.99 1% – – –
Other countries 14.18 3% 17.44 4% −19%
GFT Group 428.98 100% 412.83 100% 4%

2.5 Earnings position In the financial year 2019, net income decreased by 32% to
€13.66 million (2018: €19.98 million). The tax expense disclosed
Earnings position of the GFT Group under income taxes amounted to €5.07 million (2018: €2.66 mil-
On the whole, earnings of the GFT Group developed in line with lion), corresponding to an imputed tax ratio of 27% (2018: 12%). The
expectations in the financial year 2019. There was a strong 20% increased tax ratio resulted mainly from deferred taxes and tax
year-on-year increase in EBITDA to €44.89 million (2018: €37.45 mil- expenses relating to other periods. Moreover, the lower tax expense
lion). EBITDA in the financial year 2019 was strongly influenced by a of the previous year was also favoured by aperiodic tax income.
positive effect of €12.77 million from the change in lessee accounting
introduced by IFRS 16 (2018: €0.00 million), while earnings were bur- As a consequence of the decrease in net income, earnings per share
dened by capacity adjustments to improve operating profitability of fell to €0.52 (2018: €0.76), based on 26,325,946 outstanding shares.
€4.13 million (2018: €1.04 million), personnel expenses in connection
with the expansion of sales activities and technology expertise, and Earnings (EBT) by segment
the effects of capacity underutilisation. The falling revenue share of EBT of the Americas, UK & APAC segment improved slightly by
the top-2 clients continued to have a negative impact on EBITDA. €0.50 million to €5.32 million in the financial year 2019 (2018:
€4.82 million), despite the continued decline in the revenue share
In the reporting period, EBITDA included special items from M&A of the top-2 clients and increased sales expenses for other clients in
activities due to the acquisition of GFT Technologies Canada Inc. the UK and USA. Moreover, the segment was burdened by special
(formerly: V-NEO Inc.) in the previous year of €2.75 million (2018: items from M&A activities as well as capacity adjustments to raise
€2.24 million) and from the acquisition of GFT Smart Technol- operating profitability of €0.84 million (€0.51 million). Group subsid-
ogy Solutions GmbH (formerly: AXOOM GmbH) of €0.27 million iaries in Brazil, Mexico and Canada had a positive impact on segment
(2018: €0.00 million). Adjusted EBITDA for the financial year 2019 earnings, due in particular to the increase in business volume. The
amounted to €47.91 million (2018: €39.68 million). operating margin – based on external revenue – amounted to 2.7%
and was slightly up on the previous year (2018: 2.6%).
There was a year-on-year decline in EBIT of €3.39 million to
€21.33 million (2018: €24.72 million). IFRS 16 had a net positive In the Continental Europe segment, EBT of €18.07 million for the
impact on earnings before interest and taxes of €1.82 million in the financial year 2019 was €1.16 million lower than in the previous year
financial year 2019 (2018: €0.00 million) (2018: €19.23 million). The decline was due to capacity adjustments
to raise operating profitability, which burdened segment earnings
Due in particular to special items with a burden on earnings, EBT fell by €2.69 million in the reporting period (2018: €0.32 million). The
by 17% to €18.73 million in the reporting period (2018: €22.64 million). operating margin of 7.9% – based on external revenue – was below
Pre-tax earnings benefited from positive effects of €0.69 million from the prior-year figure (2018: 8.4%)
changed lessee accounting under IFRS 16 (2018: €0.00 million). The
operating margin fell to 4.4%, compared to 5.5% in the previous year.
GFT Annual Report 44
2019

Earnings of the Others category deteriorated by €3.25 million to Earnings (EBT) by segment
€−4.66 million in the reporting period (2018: €−1.41 million). This in € million
was primarily due to lower group allocations to the benefit of both
operating segments, as well as capacity adjustments. The Others 20 18.73 22.64 – 3.91
category – presented as a reconciliation column in segment report-
ing – comprises items which by definition are not included in the 15
segments. It also includes elements of the Group headquarters
which are not allocated, e. g. items or revenue relating to corporate
10
activities only occasionally incurred or generated.
■ Americas,
UK & APAC
5 ■ Continental
Europe
■ Others
0

−5
2019 2018

Earnings (EBT) by segment in the financial year 2019

2019 2018 Δ € million


€ million margin in % € million margin in %
Americas, UK & APAC 5.32 3% 4.82 3% 0.50
Continental Europe 18.07 8% 19.23 8% −1.16
Others −4.66 – −1.41 – −3.25
GFT Group 18.73 4% 22.64 5% −3.91

Earnings (EBT) by segment in the fourth quarter of 2019

Q4 / 2019 Q4 / 2018 Δ € million


€ million margin in % € million margin in %
Americas, UK & APAC 3.19 6% 0.92 2% 2.27
Continental Europe 5.55 9% 6.21 11% −0.66
Others −2.35 – −1.41 – −0.94
GFT Group 6.39 6% 5.72 6% 0.67

Earnings position by income and expense items Personnel expenses rose by 11% to €297.33 million in the reporting
Other operating income increased by €3.50 million, or 37%, to period (2018: €268.18 million). The key factors were the increase
€13.06 million (2018: €9.56 million). The rise is mainly due to gov- in average headcount and capacity adjustments to raise operating
ernment grants totalling €6.61 million (2018: €3.87 million) in Italy, profitability of €4.13 million (2018: €1.04 million). Moreover, reduced
Canada and the UK. Other operating income includes currency trans- purchasing of external services and wage increases both contrib-
lation gains of €2.41 million (2018: €3.47 million). uted to the rise in personnel expenses. The rise in average head-
count resulted primarily from the acquisition of GFT Technologies
The cost of purchased services amounted to €46.43 million and Canada Inc. on 1 August 2018 and of GFT Smart Technology Solu-
was thus €7.62 million, or 14%, below the prior-year figure (2018: tions GmbH on 1 July 2019. The proportion of revenue to personnel
€54.05 million). This item includes the purchase of external services, expenses (the personnel cost ratio) rose to 69% (2018: 65%). The
which in the reporting period were provided increasingly by internal personnel cost ratio without capacity adjustments but including
staff. The ratio of cost of purchased services to revenue amounted external services amounted to 79% (2018: 78%).
11% (2018: 13%).
Depreciation and amortisation of tangible and intangible assets
totalled €23.56 million (2018: €12.72 million) and includes depre-
ciation of right-of-use assets pursuant to IFRS 16 of €10.96 million
(2018: €0.00 million).
45 Combined Management Report

Other operating expenses decreased by €9.08 million, or 14%, to As the parent company, GFT Technologies SE has concluded a syn-
€53.55 million in the financial year 2019 (2018: €62.63 million). The dicated loan agreement and several promissory note agreements to
main cost elements were still operating, administrative and selling secure the long-term funding of the GFT Group. The syndicated loan
expenses, which totalled €44.92 million (2018: €55.49 million). The agreement was concluded in the financial year 2015 and has a term
decrease in other operating expenses during the reporting period of seven years. The loan amount of up to €80.00 million comprises
is attributable to the change in accounting according to IFRS 16, two tranches, a Facility A credit line of up to €40.00 million and a
resulting in a decline of €11.47 million in this item. Other operating Facility B revolving credit line of up to €40.00 million. At the end of
expenses include currency losses of €3.56 million (2018: €4.29 mil- the reporting period, the full amount of Facility A and €7.00 million
lion). of Facility B had been drawn. The interest rate of the syndicated loan
is variable: for both facilities it is set per calendar year depending on
Due to increased interest payments, there was a slight year-on-year the GFT Group’s level of debt with a fixed premium on the respective
deterioration in the financial result (including earnings contributions chosen Euribor rate – 1, 2, 3 or 6 months.
of financial investments valued at equity) to €−2.59 million (2018:
€−2.16 million). The promissory note agreements have terms of between one and
five years. At the end of the reporting period, promissory note agree-
The expense for income taxes increased to €5.07 million, compared ments totalling €59.50 million were drawn in full. Of this amount,
to €2.66 million in the previous year. The effective tax rate amounted €40.50 million are fixed-interest and the remaining €19.00 million
to 27% (2018: 12%) and was mainly influenced by aperiodic expenses variable-interest loans.
and effects from the carrying of deferred tax liabilities.
During the term of the loan agreements, the GFT Group is subject
to specific financial covenants, mainly ancillary loans conditions.
2.6 Earnings according to HGB These mostly refer to specific financial covenants which must be
met. The assumption of financial liabilities and the provision of col-
The GFT Group’s dividend policy recommends a dividend payout lateral is also limited. If specific financial covenants and other rules
ratio of between 20% and 50% of consolidated net income for the of conduct are not met, this may lead to the immediate termination
financial year (previously 20% to 40%). of the loan agreements. From the current perspective, there are no
significant risks relating to the non-achievement of financial cove-
A detailed explanation of the annual net income of GFT Technolo- nants or non-compliance with the other rules of conduct which are
gies SE according to HGB is provided in section 8 of the combined known to the company.
management report. This states that annual net income in the finan-
cial year 2019 amounted to €15.25 million. There were no transfers The GFT Group continues to have a sound financial structure. As
to revenue reserves. of 31 December 2019, the GFT Group had unused credit lines of
€52.84 million. The net liquidity of the GFT Group – calculated as
In order to be able to take appropriate account of further devel- the stock of disclosed cash and cash equivalents less financial lia-
opments in the Covid-19 pandemic, it was decided to review the bilities – improved slightly from €−59.67 million in the previous year
dividend proposal until the Annual General Meeting is convened, to €−58.80 million as of 31 December 2019.
whereby the dividend is to lie within the dividend payout ratio of
20% to 50% of consolidated net income. In the financial year 2019, cash flow from operating activities of
€36.18 million was down on the previous year (2018: €44.83 million).
The year-on-year decline of €8.65 million, or 19%, was mainly due
2.7 Financial position to an increase in working capital affecting liquidity. Within working
capital, there was a noticeable increase in trade receivables in the
The GFT Group’s central financial management aims to ensure the fourth quarter. This is attributable in part to the positive business
permanent liquidity of all Group companies. The Treasury division trend as well as to the strong year-on-year decline in payments made
implements financial policy and risk management on the basis of by major clients at the end of the financial year. Cash flow from oper-
the agreed guidelines and permanently monitors both existing and ating activities in the reporting period was positively influenced by
potential financial risks. The GFT Group uses derivative financial the change in lessee accounting under IFRS 16.
instruments to hedge against currency and interest rate risks as
required. The GFT Group pursues a prudent investment strategy With a cash outflow of €13.89 million, cash flow from investing activ-
which currently focuses exclusively on short-term periods. A detailed ities in the financial year 2019 was well below the prior-year level
presentation on the assessment of liquidity risks and risks from fluc- (2018: €53.73 million). The higher cash outflow in the previous year
tuations in currencies and interest rates, including the countermea- was influenced by net payments of €48.87 million for the acquisition
sures taken, is provided in section 3 Risk Report. of companies. By contrast, cash outflows for the acquisition of com-
panies in the reporting period amounted to €7.63 million and related
mostly to the acquisition of AXOOM GmbH. Cash outflows for other
capital expenditure were only slightly above the prior-year figure.
GFT Annual Report 46
2019

Cash flow from financing activities in the financial year 2019 led to In the financial year 2019, the decrease in cash flows from operating
a net outflow of €27.05 million (2018: €1.56 million). The difference activities was offset by lower capital expenditure. The resulting funds
is mainly due to the disclosure of lease liability payments totalling were used in particular to reduce financial debt. Including currency
€12.85 million (2018: €0.00 million) resulting from the introduction of effects, cash and cash equivalents declined by €5.43 million com-
lessee accounting under IFRS 16. Moreover, cash flow from financing pared to 31 December 2018 to €56.14 million as of the balance sheet
activities in the financial year 2019 was dominated by the dividend date (31 December 2018: €61.57 million).
payment to shareholders of €7.90 million (2018: €7.90 million). The
net redemption of bank loans in the reporting period resulted in a
cash outflow of €6.30 million. In the previous year, cash receipts from
the net assumption of financial liabilities amounted to €9.68 million.

2.8 Asset position


Balance sheet structure
in € million

500
435.83 372.55 435.83 372.55

400

300

200
■ Non-current assets ■ Equity capital
■ Cash and cash ■ Non-current
100 equivalents liabilities
■ Other current ■ Current
assets liabilities
0
31.12.2019 31.12.2018 31.12.2019 31.12.2018

Assets Equity and liabilities

Assets
Compared to 31 December 2018, the balance sheet total of the
in € million 31/12/2019 31/12/2018
GFT Group grew by €63.28 million from €372.55 million to
Non-current assets 232.21 179.02
€435.83 million. The increase is mainly due to the growth in prop-
Cash and cash equivalents 56.14 61.57 erty, plant and equipment from the disclosure of right-of-use assets
Other current assets 147.48 131.96 resulting from changed lease accounting according to IFRS 16. There
435.83 372.55 was an opposing effect in particular from the decline in other assets
and Group liquidity caused by working capital effects.

Equity and liabilities At €232.21 million, non-current assets of the GFT Group were up
€53.19 million on the previous year (31 December 2018: €179.02 mil-
in € million 31/12/2019 31/12/2018
lion). As of 31 December 2019, non-current assets accounted for
Equity capital 133.14 127.11
53% of the balance sheet total, compared to 48% as at the end of
Non-current liabilities 157.08 119.61 the previous year. Non-current assets mainly comprise goodwill of
Current liabilities 145.61 125.83 €118.66 million (31 December 2018: €112.99 million), other intangible
435.83 372.55 assets of €22.13 million (31 December 2018: €26.70 million) and
property, plant and equipment of €76.78 million (31 December 2018:
€26.59 million).

The €5.67 million increase in goodwill as of 31 December 2019


resulted mainly from the acquisition of AXOOM GmbH as well as
currency effects.
47 Combined Management Report

In the course of adopting lessee accounting pursuant to IFRS 16 Current liabilities of €145.61 million were up on the year-end fig-
as of 1 January 2019, right-of-use assets for land and buildings, car ure (31 December 2018: €125.83 million). The increase in current
parks and vehicles amounting to €51.16 million as at the balance liabilities as of 31 December 2019 was predominantly due to other
sheet date were disclosed in property, plant and equipment. Capital financial liabilities of €14.07 million (31 December 2018: €3.20 mil-
expenditure (without right-of-use assets) of €4.62 million was slightly lion), which mainly comprise lease liabilities pursuant to IFRS 16 of
up on the previous year (2018: €3.09 million). €9.94 million. There were also increases in contract liabilities to
€38.84 million (31 December 2018: €32.58 million) and in other lia-
As of 31 December 2019, current assets had increased to bilities to €25.81 million (31 December 2018: €21.69 million), while
€203.62 million (31 December 2018: €193.53 million). This trade payables in particular declined to €9.50 million (31 Decem-
€10.09 million rise in current assets was mainly due to increased ber 2018: €13.70 million). Contract liabilities comprise unrealised rev-
trade receivables of €114.02 million (31 December 2018: €95.39 mil- enue as well as prepayments received, especially in connection with
lion), as well as the rise in contract assets to €15.73 million (31 Decem- fixed-price agreements to develop tailored IT solutions and imple-
ber 2018: €14.08 million) due to the growth in business volume ment sector-specific standard software, as well as service agree-
and closing-date effects. The item contract assets recognises the ments for the further development of business-critical IT solutions.
GFT Group's claims for consideration resulting from services from
fixed-price contracts in connection with the development of cus- As of 31 December 2019, the GFT Group’s debt ratio increased by
tomer-specific IT solutions and the implementation of bank-specific four percentage points to 69% (31 December 2018: 66%). Adjusted
standard software that have been rendered but not yet invoiced as for effects from the change in accounting pursuant to IFRS 16, the
of the reporting date. debt ratio as of 31 December 2019 amounted to 65% and was thus
one percentage point below the prior-year figure.
In contrast to the rise in current assets, there were declines in par-
ticular in cash and cash equivalents, as well as in other assets. Cash Further information on the GFT Group’s assets, equity and liabili-
and cash equivalents decreased year on year by €5.43 million to ties is provided in the consolidated balance sheet, the consolidated
€56.14 million (31 December 2018: €61.57 million), while other assets statement of changes in equity and the respective notes to the con-
fell by €5.88 million to €8.62 million (31 December 2018: €14.50 mil- solidated financial statements.
lion).

Compared to 31 December 2018, the equity capital of the GFT Group 2.9 Overall assessment
rose by €6.03 million, or 5%, from €127.11 million to €133.14 million –
adjusted for currency effects, the rise amounted to €2.05 million. Net The financial year 2019 developed in line with expectations: while
income of €13.66 million (2018: €19.98 million) and positive currency business with the top-2 clients declined as anticipated, this was more
effects of €3.98 million (2018: €−0.89 million) were offset in partic- than offset by dynamic revenue growth with other clients. The diver-
ular by the dividend paid to shareholders of €7.90 million (2018: sification of the Group’s revenue sources made further progress in
€7.90 million). The initial application of IFRS 16 regulations using the the reporting period, resulting in an expected rise in total revenue.
modified retrospective method resulted in negative transition effects As forecast, EBT was burdened by higher costs for sales and the
of €2.34 million. The transition effects were reported cumulatively expansion of technology expertise, as well as by underutilisation
in revenue reserves. and expenses for capacity adjustments. As a result, it fell below the
prior-year level.
As a result of the 17% increase in the balance sheet total, the equity
ratio of 31% was three percentage points below the prior-year figure As of 31 December 2019, the equity ratio of 35% (adjusted for
(31 December 2018: 34%). Adjusted for effects from the change in IFRS 16 effects) was slightly above the level at year-end 2018 (34%)
accounting pursuant to IFRS 16, the equity ratio as of 31 Decem- and reflects the solid capital and balance sheet structure of the
ber 2019 amounted to 35% and was thus slightly up on the previous GFT Group.
year.

Compared to the prior-year figure, non-current liabilities rose to


€157.08 million (31 December 2018: €119.61 million). This increase
of €37.47 million was mainly due to other financial liabilities of
€43.47 million (31 December 2018: €0.00 million). Other financial
liabilities include the full amount of lease liabilities in connection with
lessee accounting pursuant to IFRS 16. The main opposing effect
was the €7.50 million decline in financial liabilities to €98.44 mil-
lion (31 December 2018: €105.94 million) due to the redemption of
bank loans.
GFT Annual Report 48
2019

2.10 Non-financial performance indicators The holding company employed 114 people at the end of the report-
ing period, corresponding to a slight increase of 1% on the previous
Employees year (31/12/2018: 113).
The performance, skills and motivation of our employees are the
main factor driving the success of GFT as a technology partner for Headcount in Germany rose by 9% to 405 employees as of
digital transformation. After all, our employees have a significant 31 December 2019 (31/12/2018: 372 employees), due in particular to
impact on the quality of our services and the satisfaction of our the acquisition of AXOOM GmbH in Karlsruhe.
clients, and thus ultimately determine our economic success. The
HR strategy of GFT Technologies SE therefore focuses on attracting, The productive utilisation rate, based on the use of production staff
developing and retaining highly skilled and motivated employees. in client projects, was unchanged at 89% in the reporting period
(2018: 89%).
The GFT Group’s HR organisation is globally aligned. The Group
defines standards for HR activities and adopts cross-company mea- The headcount figures displayed here are calculated on the basis of
sures. These measures are then implemented in the respective full-time employees. Part-time staff are included on a prorated basis.
countries by the local HR departments.
Employees by segment
Headcount trend
31/12/2019 31/12/2018 Δ Δ%
As of 31 December 2019, the GFT Group employed a total of 5,242
Americas,
people, and thus 8% more than in the previous year (31/12/2018: UK & APAC 1,768 1,417 351 25%
4,875). In the Americas, UK & APAC segment, headcount rose by
Continental
25% to 1,768 (31/12/2018: 1,417). As a result of the dynamic business Europe 3,360 3,345 15 0%
trend in Latin America with local and Spanish retail banks, head-
Others 114 113 1 1%
count in Brazil rose by 30% and in Mexico by 25%. Strong demand
GFT Group 5,242 4,875 367 8%
in the insurance sector also led to a 34% increase in staffing levels
in Canada. Year-end headcount in Continental Europe was virtually
unchanged at 3,360 (31/12/2018: 3,345). Whereas weaker business
with the top-2 clients was responsible for a decline in Spain, the Retaining and developing skilled staff
dynamic trend in the insurance sector led to growth in France and The recruitment and further development of highly skilled and moti-
the nearshore location Poland. The increase in headcount also vated employees is a major success factor for GFT – not just in times
resulted from the acquisition of AXOOM in GFT’s industrial busi- of a shortage of IT specialists. To this end, GFT’s HR processes are
ness in Germany. constantly being refined.

Employees by country In order to increase employee loyalty from the outset, the HR depart-
ment developed a globally standardised onboarding process in the
31/12/2019 31/12/2018 Δ Δ%
reporting period. The aim is to quickly familiarise new employees
Spain 1,833 1,922 −89 −5%
with the corporate culture, business model and internal processes,
Brazil 953 731 222 30% and to help them get to know their colleagues and superiors. The
Italy 610 572 38 7% programme begins on the first day of work and supports new staff
Poland 565 536 29 5% during their first 90 days in the company. The standardised concept
Germany 405 372 33 9% is globally aligned and locally implemented. Following the successful
Mexico 282 226 56 25% implementation of initial pilot projects in Canada and the UK in the
reporting period, the Group-wide roll-out will be completed in 2020
Canada 239 179 60 34%
following an evaluation phase.
UK 153 142 11 8%
Costa Rica 102 100 2 2% One further key project in the reporting period was the introduction
USA 39 39 0 0% of a software-based performance management model to optimise
Switzerland 38 43 −5 −12% HR processes. This not only simplifies data collection and analysis,
France 18 7 18 >100% but also strengthens employee engagement, for example in devel-
Belgium 5 6 5 –17%
oping their own career goals. Both the development steps and target
achievement are stored in the system and can be monitored by
5,242 4,875 367 8%
employees at any time. In addition, there is an embedded feedback
process involving colleagues and superiors. The improvements in
performance assessment and personnel development initiated so far
are particularly important for the promotion of international careers,
for example by supporting relocations to different countries and
project assignments. Following the roll-out and training phase, the
project was successfully completed in 2019.
49 Combined Management Report

In order to attract skilled employees, GFT has collaborated closely 3 Risk report
over many years with universities in Brazil, Germany, Poland, Italy,
Costa Rica and Spain. The Group is also a partner company for var-
ious dual study programmes in Germany. 3.1 Principles

Tailored career and working models Aims of the risk management system
Based on the respective needs and life situation of employees, tai- The main objective of the GFT Group’s risk management system is
lored solutions are developed with regard to career development to identify risks at an early stage that may have a negative impact
and the structuring of working conditions. For example, flexible on the Group’s sustainable growth or a direct impact on its finan-
working hours and mobile work enable staff to find the right work-life cial position and performance. The GFT Group defines negative
balance and reconcile their professional and family commitments. In deviations from its guidance or medium-term planning as risks. The
addition, staff are offered tailored part-time solutions, for example in focus is on avoidance of all risks that might endanger the compa-
connection with parental leave, or longer career breaks (sabbaticals). ny’s continued existence. Insofar as risks cannot be avoided, the
assessment of their impact on the GFT Group and the likelihood
The training options for our employees focus on GFT’s core areas, of occurrence is an integral part of the risk management system in
such as software development, IT architecture, consulting, sales and order to evaluate risks and derive appropriate measures to minimise
project management. International programmes, such as the GFT them, taking into account the associated opportunities. The Group
Accelerated Leadership Program or Cross Cultural Management Risk Committee (GRC), comprising the global risk officers, plays a
Training, promote continuous employee development. In addition, key role in this matter.
GFT provides coaching and special mentoring programmes. In the
reporting period, the development of technological expertise was Internal control and risk management organisation
driven forward by means of external training and certification, espe- The risk management system of GFT Technologies SE is embedded
cially in the field of cloud technologies. Over 500 GFT employees in the risk management organisation of the GFT Group.
were skilled in cloud technologies like AWS, Google and Microsoft
in the past year. As an internationally operating company, the GFT Group is con-
tinually exposed to internal and external risks which need to be
Open and direct communication monitored and limited. To this end, a Group-wide risk management
GFT cultivates open communication and uses various channels for system has been established in order to identify and analyse risks at
this purpose. An international editorial team publishes articles from an early stage and take appropriate counter-measures. The system
the company’s various countries and locations in the digital staff serves to recognise potential occurrences that might lead to a lasting
newsletter “Newstime”. In her CEO blog “Connecting the dots”, or significant impairment of the company’s financial position and per-
Marika Lulay provides insights into company activities and the lat- formance. The GFT Group employs suitable controlling instruments
est trends in the sector and technology. The personal exchange of to monitor the risks.
views between top management and employees from the various
divisions is encouraged at local events. One particular highlight are The implemented risk management system ensures compliance
the annual Values Awards, which honour employees world-wide who with the relevant legislation as well as the effective management
particularly exemplify GFT's corporate values. of risks. In order to guarantee the effectiveness of the GFT Group’s
global risk management system and enable the aggregation of risks
Quality management and transparent reporting, a consistent, integrated approach to the
GFT continuously develops its quality management system and management of corporate risks has been implemented.
applies strict standards for its software development process. The
company has been using the CMMI (Capability Maturity Model Inte- The risk management system comprises a variety of control pro-
gration) reference model since 2005 – it currently has Level 3 certi- cesses and control mechanisms and represents an essential ele-
fication. This certification level is achieved if projects are conducted ment of the corporate decision-making process. It has therefore
according to an adapted standard process with constant Group-wide been implemented throughout the GFT Group as a fundamental
process optimisation in order to guarantee top-quality implementa- component of the business processes. The main principles and the
tion. In addition to quality management, GFT also meets high stan- organisational structures, measurement and monitoring processes
dards in the field of data privacy and IT security. For example, the are defined in a risk management guideline.
global Information Security Management System (ISMS) complies
with the ISO / IEC 27001 standard. The Group-wide risk management function (headed by Group Con-
trolling) and the risk owners of the various departments are charged
with updating and implementing the risk management guideline.
At the same time, the risk inventory is regularly updated and risks
assessed at least once a year. Within the central risk management
system of the GFT Group, each employee has the opportunity to
report escalations in risk categories, which are then measured by
the risk category owners.
GFT Annual Report 50
2019

All managers of the GFT Group are involved in the Group-wide risk The GRC receives regular reports on the status of the risk manage-
policy and associated reporting processes. This includes the risk ment system and its implementation in the Group’s various divisions.
owners of the various departments at a global level, the Managing Moreover, it is informed about the financial outlook, risk-relevant
Directors and the chief executives of Group subsidiaries, as well as KPIs and the current risk status of operational projects during its
those managers responsible for processes and projects. regular conference calls.

Risk management system Description of the accounting-related internal control and risk
The risk management guideline regulates the handling of risks within management system acc. to sections 289 (4) and 315 (4) HGB
the GFT Group and defines a uniform methodology valid across the The internal control and risk management system for the accounting
entire Group. The guideline is regularly reviewed and adjusted as of the GFT Group and the annual financial statements of GFT Tech-
required, but at least once a year. The effectiveness of the risk man- nologies SE is linked with the company-wide risk management sys-
agement system and ICS (internal control system) is monitored by tem. It includes organisational and monitoring structures to ensure
regular audits of the Corporate Audit division. Moreover, the external that business items are recorded, processed and analysed in accor-
auditors check every year whether the risk management system is dance with statutory regulations and are subsequently incorporated
suited to recognising existential risks at an early stage. into the consolidated financial statements according to IFRS and
the annual financial statements of GFT Technologies SE pursuant
The GFT Group’s risk management system is integrated into its busi- to the German Commercial Code (Handelsgesetzbuch, HGB) in a
ness processes and decisions and thus embedded into Group-wide compliant manner.
planning and controlling processes. Risk management and control
mechanisms are precisely coordinated with each other. They ensure The accounting process of the GFT Group (including GFT Technol-
that relevant risks for the company are recognised and assessed as ogies SE) ensures that the full and correct amounts and disclosures
early as possible. are included in the instruments of financial reporting (accounting,
components of the financial statements, the Group Management
The identification of risks takes place at different levels of the com- Report and Management Report) and that the relevant legal and
pany. This is to ensure that risk tendencies are recognised and statutory requirements are fulfilled. The respective structures and
consistent risk management is practised across all departments. processes also comprise the risk management system and internal
Moreover, each employee is called upon to inform their superiors control measures in relation to the accounting process.
about foreseeable risks.
Key elements of risk management and control in the accounting
The centrally organised GRC, headed by the Chief Financial Officer process include a clear allocation of responsibilities and controls in
(CFO), is at the heart of the standardised risk reporting process. the preparation of annual financial statements, as well as transparent
It coordinates the various management bodies and ensures they regulations in the form of accounting guidelines. Further important
are provided with swift and continual information. The GRC is also control principles in the accounting process include the four-eye
responsible for the continual analysis of GFT’s risk profile, for initi- principle and a clear separation of functions.
ating measures to prevent risks and for the corresponding control
instruments. In addition, the GFT Group’s management bodies hold The Group Accounting department transfers all relevant changes
regular meetings in dedicated groups (mainly Group Management in the accounting and measurement policies to the Group-wide
Board and GRC) in order to exchange risk-relevant information guidelines on accounting and revenue recognition. Together with the
between the operative and central divisions across all levels, loca- financial reporting calendar, these guidelines form the basis for the
tions and countries. financial reporting process. The subsidiaries of GFT Technologies SE
are responsible for compliance with Group-wide accounting stan-
The planning and identification of internal and external risks is car- dards in their financial statements and are supported and monitored
ried out jointly by the risk category responsibles and the business to this end by the Group Accounting department. External service
units or national companies. Depending on the estimated probability providers with the corresponding expertise are used for the valua-
of occurrence and potential impact (such as the potential loss or tion of pension obligations, purchase price allocations in the course
damage amount), risks are classified as “high”, “medium” or “low”. of company acquisitions or other complex accounting transactions.
The key risk indicators are summarised in the risk inventory. The consolidation is performed globally by the Group Accounting
department. Corporate Audit performs regular audits of the accounts
Risks are monitored in close cooperation between the global risk prepared by the consolidated companies.
owners and the department managers in the operational areas.
They also jointly ensure the implementation of effective strategies
to minimise risks. Risks can either be reduced by taking pro-active
countermeasures or consciously accepted. The department man-
agers are responsible for continuously monitoring the risks and the
effectiveness of countermeasures. Where possible, risks are hedged
against by taking out insurance cover if this is considered useful with
regard to the economic benefits.
51 Combined Management Report

Risk assessment Risks are classified as “high”, “medium” or “low” according to the
As part of the risk management system, risks are classified as “high”, estimated probability of occurrence and their impact based on busi-
“medium” or “low” according to the estimated probability of occur- ness, reputation, financial position, earnings and cash flow.
rence and their potential impact on business targets. The scales
Effects
used to measure these indicators are presented in the tables below. Probability of
­occurrence insignificant moderate significant
Probability of occurrence Description likely l l m
1 to 33% more unlikely more likely l m h
34 to 66% likely eher wahrscheinlich m h h
67 to 99% more likely
l = low risk m = medium risk h = high risk

According to this classification, the risk category responsibles define Risk factors
a “more unlikely” risk as one whose probability of occurrence is low, The risk positions listed below are those which the GFT Group
and a “more likely” risk as one whose occurrence can be expected identifies and monitors as part of its risk management system. The
within a given period of time. risk positions were maintained in the past financial year and are
broken down into five main risk categories: economic, political and
The effects of these risks are classified in the groups “insignificant”, regulatory risks, strategic risks, personnel risks, operating risks and
“moderate” or “significant”. financial risks. These in turn are subdivided into further risk positions.

Effects Description
The common factor for all risks described in this report is that their
insignificant limited negative impact on business, financial occurrence may have a critical impact on the GFT Group’s business,
position, earnings and cash flow
financial position, earnings and cash flow. At the same time, they may
moderate negative impact on business, financial increase other risks and result in a negative deviation from current
position, earnings and cash flow
revenue and earnings targets. Each risk is classified on a scale of
significant considerable negative impact on business,
low, medium or high.
financial position, earnings and cash flow

Risk positions of the GFT Group

Economic, political and


Strategic risks Personnel risks
regulatory risks

■ Economic and political environment ■ Sector and market risks ■ International human workforce
■ Regulatory environment and legal ■ Strategic business model ■ Attract, develop and retain
requirements ■ Acquisition and integration risks ­employees
■ Innovation and technological
­know-how

Operating risks Financial risks

■ Sales risks ■ Liquidity risks


■ Project risks ■ Exchange rate and interest rate
■ Guarantee and litigation risks fluctuation risks
■ Accounting risks
■ Tax risks
GFT Annual Report 52
2019

3.2 Economic, political and regulatory risks 3.3 Strategic risks

Economic and political environment Sector and market risks


The main macroeconomic risks of the GFT Group include the overall The GFT Group has a strong focus on the financial services sector. In
economic situation, the general propensity to invest and price devel- the financial year 2019, 92% of revenue was generated with clients
opments on the IT market. The political and economic development in this sector. There are risks, for example, in the form of regional
of the economies in core markets has an impact on the investment or global financial and economic crises, inadequate or excessive
behaviour of customers. In the financial year 2019, the GFT Group regulation of financial service providers and normal demand cycles
generated 75% (2018: 81%) of its revenue in Europe, so that in par- in the markets of GFT. In addition, there are political risks, such as
ticular the European environment is still of importance. an increase in trade barriers around the world, which could impair
economic activity in our target markets.
Events such as a regional or global economic crisis, military con-
flicts, terrorist attacks, emerging epidemics and pandemics (such In order to minimise the dominant market risks, the GFT Group is
as the coronavirus Covid-19), fluctuations in national currencies or diversifying both its client base and service portfolio in the area of its
the creation of trade barriers (e. g. Brexit) can have a lasting impact core competencies. The acquisition of AXOOM (Karlsruhe) and the
on demand for solutions and services, for example due to delays in industry experts of the TRUMPF subsidiary in the past year under-
project contracts, rising credit risks of customers, changed refinanc- pinned GFT’s investment strategy aimed at diversification and the
ing costs or other distortions of competition. broad-based, rapid expansion of its industrial offensive. Germany
is the focus region for diversification in the industrial sector. GFT's
The GFT Group prepares for the occurrence of such macroeconomic extensive IT and industry expertise will support companies in all
risks by taking appropriate measures such as changing its invest- areas of the industrial sector with their digitalisation processes.
ment priorities, adjusting the portfolio of services, making organisa-
tional changes or hedging. Further measures include the conclusion of long-term contracts,
intensive customer support at the level of top management, the
The GFT Group estimates the probability of these macroeconomic strengthening of strategic partnerships with platform providers (e. g.
risks as likely. The effects on the GFT Group can range from insignif- Amazon – Amazon Web Services, Google – Google Cloud Platform)
icant to significant, so that in total these risks are classified as high. and the expansion of product offerings (e. g. Tranquility Base – open
source multi-cloud datacentre) with new technologies.
Regulatory environment and legal requirements
The legal requirements to be observed by the GFT Group have inten- The GFT Group estimates the probability of the risk of focusing on
sified significantly over the past years. Even if GFT does not infringe the financial services sector as likely, its impact on the GFT Group
any laws, an alleged violation of laws or an accusation brought for- is regarded as moderate. The resulting risks in total are therefore
ward can have a seriously negative impact on its reputation and classified as medium.
thus on its share price.
Strategic business model
The wide variety of relevant legal regulations makes it difficult to Risks arising from the strategic business model or from grasping
assess such legal risks. If the relevant laws are not observed or the strategic opportunities are integrated into the strategic planning
requirements of customers (e. g. regarding data privacy and informa- process. Strategic risks (including risks from the client portfolio) are
tion security) are not sufficiently met, this might lead to investigations given priority in their analysis by top management.
by the supervisory authorities, liability claims, fines and the loss of
customers and thus affect the business and economic success of As the long-term impact of strategic risks and their impact on the
the GFT Group. financial position and performance, as well as cash flow, is difficult
to quantify, such qualitative factors as economic and technology
The Legal Affairs department regularly reviews new legal require- trends, compliance requirements and competition are included in
ments in the business and corporate environment of the GFT Group. risk assessment as strategic factors.
Based on this latest information, internal legal processes and cor-
porate guidelines are continuously kept up to date. The GFT Group The country managers and risk officers of the individual departments
takes particular care to ensure that all employees are familiar with, evaluate potential strategic risks in their areas of responsibility and
and comply with, its code of conduct (Code of Ethics & Code of regularly report identified risks at the highest management level
Conduct), the data protection rules and the regulations on informa- (Managing Directors and GRC). There is a particular focus on strate-
tion security. gic risks during the annual budget process: risks are evaluated and
assessed, and corrective measures introduced if necessary in order
The GFT Group estimates the probability of legal risks as not pre- to avoid or at least minimise the risk.
dominantly likely, their impact on the GFT Group may be significant
however, and in total these risks are therefore classified as medium.
53 Combined Management Report

The GFT Group estimates the probability of risks from its strategic Innovation and technological know-how
business model as more unlikely, yet their impact on the GFT Group The demand for the IT solutions offered by GFT depends heavily on
may be significant, so that in total these risks are classified as market and sector trends in the financial services sector and, in par-
medium. ticular, on the strategic alignment of its main clients. The GFT Group
safeguards its future market success as a leader in technology and
Acquisition and integration risks innovation by identifying technological trends early on and introduc-
Inorganic growth is a component of the GFT Group’s strategy. Tar- ing corresponding measures to quickly implement suitable technol-
geted acquisitions minimise risks in various areas, expand the range ogies. The short life cycles of IT systems, technologies and software
of existing solutions, expand the customer portfolio and reduce solutions are a key element of the business environment. There is a
dependence on markets. The risks in this field include false assess- risk that major developments may not be recognised quickly enough,
ments regarding the integration concept, potential customers, staff or underestimated and not applied or implemented. This may have
qualifications, management skills, or legal and warranty risks. a negative impact on the development of business and revenue.

The acquisition process is supported by the “Mergers & Acqui- The risks that can arise from changing demand for GFT’s existing
sitions” team based on standardised structures, processes and solutions are difficult to quantify in terms of impact and probability
templates. Experience gained from previous acquisitions is used of occurrence. In order to minimise the risk, GFT’s strategic busi-
to optimise standards. The GFT Group has made a total of nine ness model is based on a wide range of services and solutions for
acquisitions since 2011. our clients. GFT works with strategic technology partners to identify
changes in demand trends as soon as possible.
These risks are dealt with by commissioning external experts in
advance of any acquisition to assess the legal and commercial risks GFT works with strategic technology partners to identify changes
and the quality of the customer relationships (due diligence). More- in demand trends as soon as possible. As one of the few IT service
over, a qualitative evaluation of the employees and managers of the experts in the banking environment, GFT strengthened its strategic
target company is made prior to acquisition. The integration concept partnerships with Amazon, Google and Microsoft, three of the largest
is also prepared in detail prior to any corporate acquisition on the cloud providers world-wide, during the past financial year. In the
basis of experience from previous takeovers. insurance sector, there is a partnership and close cooperation with
Guidewire (claims management software).
Acquisitions help to minimise risks, for example by increasing sector
diversification, entering new markets and reducing client depen- In addition, GFT’s technology experts regularly take part in con-
dence. gresses and panel discussions, particularly in the field of digitalisa-
tion, blockchain, cloud, DevOps, data analytics, artificial intelligence
Various risks arise during integration into the GFT Group’s existing and Industry 4.0 (IoT). Innovation enjoys a high priority at GFT, which
structures and corporate philosophy. A post-merger integration (PMI) is why we continuously invest in research and development.
process has been established across the Group and is headed by
the Chief Operating Officer (COO). It is based on a multi-level and New technologies are evaluated internally according to their matu-
standardised integration process that balances risk and effort and rity and relevance to GFT’s core business. In the case of relevant
decides between various stages of integration. The COO is respon- technology trends, measures are taken to ensure that strategic part-
sible for Group-wide compliance with standards and has a coordi- nerships are reviewed, adapted as necessary or expanded, and that
nating role in local PMIs. investments are made in prototypes.

The GFT Group estimates the probability of risks in connection with The GFT Group estimates the probability of risks in connection with
company acquisitions as likely. As a consequence, company acquisi- innovations and technological know-how as more unlikely. The
tions are examined very thoroughly and the subsequent integration impact on the GFT Group can be significant in individual cases, so
process is well prepared. Their impact may be significant in certain that these risks can be classified as medium in total.
cases. Due to the established standard processes, the impact on
the GFT Group is viewed as moderate and these risks are therefore
classified as medium.
GFT Annual Report 54
2019

3.4 Personnel risks These measures include a regular review of local working time
and salary models, the further development of our career model,
International human workforce the performance assessment of employees, and the promotion of
Highly qualified and motivated employees at our international employees via internally initiated talent development programmes.
development centres are a key success factor for the GFT Group.
Risks arise if the employees required for the implementation of the The GFT Group estimates the probability of risks in connection with
acquired projects are not available, if the technological skills of attracting, developping and retaining employees as likely, while their
employees do not (or no longer) satisfy market needs, or if team impact on the GFT Group is more moderate so that in total these
sizes are reduced by above-average staff turnover. The current risks are classified as medium.
changes in geopolitical conditions (e. g. protectionism) may limit the
global mobility of our employees.
3.5 Operating risks
These risks may lead to inadequate utilisation of the Group’s own
employees and thus result in fixed costs not being covered. Staff Sales risks
departures may incur additional costs for personnel recruitment The core business of the GFT Group comprises consulting, the devel-
measures and overload the remaining employees, which may reduce opment of software solutions, and the implementation of interna-
quality and customer satisfaction. tional IT projects. Depending on the complexity of the project, the
type of order or solution offered, this may involve contractual, tech-
The GFT Group counters these risks by positioning itself as an attrac- nological and economic risks.
tive and globally operating employer which seeks to retain its spe-
cialists and executives. The respective HR policy measures include In order to keep these project risks at a manageable level, the
attractive working conditions, personal space, attractive remunera- GFT Group employs a standardised and computer-aided bidding
tion systems, tailored career models and extensive training. With the process which makes the calculated margins and potential risks
aid of targeted recruitment measures, the Group strives to attract transparent for all employees. Offers are released by defined spe-
new talent and to develop its positive presence on the job market. cialists and managers at all levels of the hierarchy depending on the
economic size and risk profile of the project.
Insofar as customer requirements cannot be met by our own staff,
mainly due to capacity bottlenecks or a lack of specialist skills on the Moreover, as a further risk-reducing measure in the field of operating
part of our staff, targeted external resources are used. activities, master contracts drafted by the Group’s own legal depart-
ment are used as far as possible. With the exception of companies
The GFT Group estimates the probability of risks from international in Italy, any deviations from the standards and the clients’ own con-
HR management as likely; the impact on the Group is more moderate tracts are checked and negotiated by the GFT Group’s legal depart-
so that in total these risks are classified as medium. ment. The companies in Italy are supported completely by external
legal advisors. These measures ensure that liability risks associated
Attract, develop and retain employees with the contracts (for example, warranties or industrial property
In connection with the current shortage of specialist staff, particularly rights) are regulated in a clear and transparent way and limited to a
in the IT sector, the recruitment of skilled employees is hampered reasonable amount. The companies belonging to the GFT division
by the ongoing rise in demand. The same applies to the retention in Italy are supported by external lawyers. Contractual provisions
of existing employees. Unless the GFT Group is able to find suitable that go beyond the general requirements of the GFT Group (such as
employees or to retain them, there is a risk that it will no longer be the assumption of unlimited liability or the agreement of excessive
able to implement operating activities as effectively and success- penalties) require the express approval of the Managing Directors.
fully, or that it will not be able to develop the service portfolio and
technological know-how as planned. The GFT Group estimates the probability of sales risks as more
unlikely. The impact on the GFT Group can be significant in indi-
Since employees are at the heart of our business model and make vidual cases, so that these risks are classified as medium in total.
an essential contribution to the company’s success, GFT attaches
great importance to the issue of employee retention.

For this reason, trends in the world of work are observed and appro-
priate measures are taken to continuously develop and increase the
attractiveness of the company for employees.
55 Combined Management Report

Project risks Guarantee and litigation risks


The implementation of IT projects, especially at fixed prices, is asso- The possible economic harm caused by the infringement of indus-
ciated with technological and economic risks. Project delays, insuf- trial property rights, and in particular third-party party rights to pat-
ficient quality or lack of resources may lead to economic losses, ents and software, may lead to considerable damage. Due to the
compensation claims, lack of repeat business and damage to the increasingly frequent disputes between licensors and licensees,
Group’s reputation. the growing relevance of patents in the field of software and the
ever-increasing use of open source software, the GFT Group has
Project processing includes a risk management system integrated established mechanisms for the preparation of bids to customers
into project management methods, which safeguards the implemen- which are designed to reduce legal risks and potential damages
tation or provision of services. The internationally recognised Capa- claims in this field.
bility Maturity Model Integration (CMMI®) process model is used.
Application of the CMMI® process has in the past enabled us to The Chief Information Security Officer of the GFT Group is currently
significantly reduce technical problems such as projects going over responsible for examining any pre-existing patents. In addition, a
budget or deadlines not being met. Project and quality manage- technical and legal process has been introduced which accompanies
ment have been optimised with the successfully certified further the use of open source components during bid preparation and
development of internal processes according to CMMI® Level 3. The throughout the project activities. During the bid preparation stage,
corporate division Risk & Quality Management examines Group- any open source components which are used are checked by the
wide compliance with the CMMI® model and the implementation of project managers with regard to licensing using a matrix system;
risk management requirements, and reports any deviations to the technical alternatives are discussed – where necessary – with the
responsible managers and the Managing Directors. project managers. On the basis of this review, the use of specific
open source software is either possible, possible only to a limited
The staff required for the completion of contracted projects are extent, or not possible at all.
coordinated by the local staffing managers. The required manpower
capacities and technological knowledge for the project are contin- The GFT Group estimates the probability of operating risks as more
uously planned. The resulting utilisation in the following months is unlikely. Their impact on the GFT Group can be significant in certain
defined on the basis of the in-house workforce and project utilisa- cases, so that in total these risks are classified as a medium risk.
tion. Any lack of capacity is offset by hiring new staff or purchasing
external services. Foreseeable surplus capacities are counteracted
by early communication to the sales department, which then steps 3.6 Financial risks
up its sales activities.
Liquidity risks
The relevant project risks of the GFT Group are made transparent The liquidity of the GFT Group ensures its ability to conduct busi-
for the manager responsible by means of standardised escalations ness. Local or global turbulence among banks, customers or capital
of the respective departments (Risk & Quality Management, Con- markets can result in risks for investments made and receivables
trolling). In the course of standardised monthly reporting, the main due and thus adversely affect the liquidity position. Such risks may
project risks are communicated to the Managing Directors who ini- arise, for example, from delayed receipt of receivables or the partial
tiate additional countermeasures where appropriate. or complete loss of receivables from customers. On the investment
side, capital market turbulence, rating downgrades and bank failures
The project business of the GFT Group is not possible without proj- may lead to write-downs on investments made with an impact on
ect risks – which are generally offset by project opportunities. earnings.

GFT estimates the probability of such project risks as likely. Their The GFT Group has a centralised financial management system with
impact on the GFT Group can be significant in certain cases, and in daily financial status reporting. The most important objective is to
total this risk is therefore classified as high and extensive methods ensure sufficient liquidity for the Group. Outstanding receivables
and processes to manage project risks are employed. are analysed as part of the monthly consolidated reporting process
so that countermeasures can be initiated at an early stage. In the
case of new customers, credit checks are carried out during the
bidding process. On the investment side, the GFT Group pursues a
conservative investment policy with an exclusively short-term focus
at present.
GFT Annual Report 56
2019

In addition to a syndicated loan agreement, GFT Technologies SE Interest rate risks are managed by the Group’s treasury manage-
has taken out several promissory note loans to secure its long-term ment, which uses financial instruments as required. In order to limit
funding. There are certain rules of conduct for the GFT Group during the risk of interest rate changes for a loan with a nominal amount of
the term of the loan agreement. These mainly refer to specific finan- €40.00 million and variable interest, an interest cap was concluded
cial covenants which must be met and the assumption of financial until July 2020 with an upper interest rate of 1.00%. Changes in
liabilities and the provision of collateral is limited. If specific financial interest rates can lead to fluctuations in the market value of the
covenants and other rules of conduct are not met, this may lead to derivative financial instrument. Such market value fluctuations can-
the immediate termination of the syndicated loan agreement. From not be viewed in isolation from the hedged underlying transaction
the current perspective, there are no significant risks relating to the as the derivative and underlying transaction form a valuation unit
non-achievement of financial covenants or non-compliance with the with regard to their offsetting value development. At the end of the
other rules of conduct which are known. reporting period 2019, there were no further significant financial
instruments used for risk management purposes. For a more detailed
The GFT Group estimates the probability of these liquidity risks as presentation of financial instruments, see section 9.1 of the notes to
more unlikely. However, their impact on the GFT Group may be sig- the consolidated financial statements.
nificant so that in total this risk is classified as medium.
The GFT Group estimates the probability of interest rate risks as
Exchange rate and interest rate fluctuation risks more unlikely and the impact on the GFT Group as moderate so that
As an internationally operating company which prepares its accounts in total these risks are classified as low. However, the probability of
in euro, the GFT Group is subject to various financial risks from fluc- exchange rate risks is estimated as likely, while the impact on the
tuations in interest and exchange rates which may have a negative GFT Group can be moderate so that in total these risks are classified
impact on its financial position and performance, as well as its cash as medium.
flows.
Accounting risks
Periodic fluctuations in currencies entail considerable risks for the The GFT Group’s accounts are prepared according to the Interna-
financial position and performance as well as expected cash flows, tional Financial Reporting Standards (IFRS) as applicable in the Euro-
in particular due to the mandatory currency translation into euros. pean Union (EU). Current and future pronouncements on accounting
As the GFT Group conducts its business around the globe, a signif- policies and other accounting standards may have a negative impact
icant proportion of its invoicing is in foreign currencies. In the finan- on the published financial results. Risks arise in particular from
cial year 2019, transactions in foreign currencies which were then delays in adjusting current methods to the new pronouncements
translated into the Group's reporting currency, the euro, accounted on accounting methods and accounting standards as well as unfore-
for around 41% of consolidated revenue. Exchange rate risks result- seeable changes with regard to the interpretation of standards.
ing from the appreciation or depreciation of currencies arise in the
Group’s operating business primarily when revenue is generated in Accounting in accordance with IFRS requires management to make
a currency other than that used for the related costs. extensive assumptions, estimates and assessments which may have
an impact on the financial figures of the GFT Group. Risks may arise
The financial structure, investments and other balance sheet items of in such a way that facts and assumptions on which the estimates and
the GFT Group are subject to interest rate fluctuations on the capital assessments of the management are based, as well as the assess-
markets which may have a negative impact on earnings, and espe- ment of these facts change over the course of time. This can lead to
cially on the interest result and other items of the income statement significant changes in estimates and judgments and consequently
subject to discounting, as well as on cash flows. to changes in the financial figures and negative reactions on the
capital market.
The Treasury department continuously monitors the existing and
potential currency risks for revenue, earnings and balance sheet The GFT Group regularly monitors compliance with the applica-
items. Where required, the GFT Group uses financial instruments to ble and relevant accounting regulations and reviews new relevant
hedge against exchange rate fluctuations. In particular, the exchange pronouncements or drafts and their interpretation in order to iden-
rates of the Brazilian real, the US dollar, the British pound, the Cana- tify and implement any necessary changes to the Group’s internal
dian dollar and the Polish zloty are closely observed as they are of accounting methods at an early stage.
particular importance for the Group.
57 Combined Management Report

Risks arising from the use of estimates and judgments are countered support with their ongoing projects. It is currently very difficult to
by established control mechanisms, for example by applying the dual estimate the scope and duration of the coronavirus crisis and thus
control principle. In addition, forecasts based on assumptions and its impact on GFT's business development. The situation requires
estimates, as well as their impact on financial figures, are regularly continuous monitoring and, if necessary, the adoption of additional
reviewed and analysed. measures.

The GFT Group estimates the probability of accounting risks as more The Covid-19 pandemic is likely to have a significant impact on the
unlikely, although their impact on the GFT Group can be significant. financial position and performance of the GFT Group in 2020. At the
All in all, these risks are therefore classified as medium. time of preparing this report, there are no discernible risks that might
endanger the continued existence of the GFT Group. A permanent or
Tax risks significant impairment of the company’s financial position and perfor-
The GFT Group operates in many countries around the world and mance is not expected. The early risk detection system implemented
is therefore subject to numerous different tax regulations and tax by the GFT Group is constantly being refined and reviewed by the
audits. Any changes in legislation and jurisdiction or different legal chief auditor in accordance with statutory requirements.
interpretations by the tax authorities – in particular in the area of
cross-border transactions – may involve considerable uncertain-
ties. It is therefore possible that provisions formed may prove to be
insufficient and thus lead to a negative impact on the Group’s net
income and cash flow.

Any changes or additions by the tax authorities are continuously


monitored by the Tax department and the corresponding measures
are taken where necessary.

Should such risks nevertheless occur, a moderate impact on the


GFT Group's business activities, financial position and performance,
and cash flows cannot be excluded. The GFT Group estimates that
the occurrence of tax risks is probable, so that the risks must be
classified as medium.

3.7 Overall risk assessment

The overall risk assessment is the result of a consolidated examina-


tion of the material individual risks explained in this chapter.

The coronavirus pandemic (Covid-19) has a direct influence on the


overall risk assessment of the GFT Group. The restrictive measures
taken by many countries, such as travel restrictions and curfews,
aimed at slowing the spread of the coronavirus and protecting those
at risk, have resulted in a variety of risks for the GFT Group which
may have a direct impact on the GFT Group‘s financial position and
performance.

Appropriate measures are being taken to counter these risks. An


Operational Emergency & Response Team has been formed and a
risk plan is currently being implemented. All employees are informed
about the status of the crisis plan and current developments via an
interactive blog set up for this purpose. All GFT employees have
been given the possibility to work from home in order to protect
themselves and others against the coronavirus. This will ensure
operational functionality so that clients can continue to receive
GFT Annual Report 58
2019

4 Opportunity report Opportunities from acquisition and integration


Identifying and exploiting value-enhancing acquisition opportuni-
Opportunity management ties is part of the GFT Group’s corporate strategy. Potential further
The GFT Group’s opportunity management systematically records acquisitions are opportunities to increase revenue and profitability in
possible developments and events with a positive direct impact on the coming years. GFT has many years of experience in integrating
its financial position and performance. Employees and management new companies, business models and technologies into the Group,
identify opportunities on the basis of market and competition analy- whereby high demands are placed on the target company. With the
ses, sector studies and customer contact. This forms the basis for the aid of targeted company acquisitions, GFT can participate in growth
co-development of scenarios with clients and partners. Opportuni- and technology trends in the selected sectors.
ties that make economic sense are then subjected to a risk analysis
and investment evaluation at regular planning and strategy coordina- Opportunities from innovation and technological know-how
tion meetings and, where necessary, the research and development Opportunities for the GFT Group’s business activities arise both from
department, the range of services offered, and business planning its range of solutions based on innovation and technological exper-
are realigned accordingly. tise. If technological trends develop more strongly than expected,
this can have a positive impact on revenue, earnings and cash flows.
GFT defines opportunities as possible positive deviations from its
guidance for the financial year 2020 and medium-term planning. By means of acquisition-based and organic growth, the GFT Group
Developments, trends or events which could have a positive impact has steadily expanded the expertise it can offer insurers and ulti-
on the financial position and performance when they occur are mately this sector’s share of total revenue. Business with the imple-
explained in the following sections. mentation of Guidewire's standard solution for property insurers is
making particularly strong progress. In order to meet the increasing
Economic and political opportunities demand for implementation projects, expert teams have been estab-
Macroeconomic opportunities arise when political and economic lished in Poland and Spain, so that future growth can be accom-
developments in national economies are better than expected and panied from nearshore locations. Opportunities may arise from
can influence the investment behaviour of clients as well as price stronger than expected growth of our partner Guidewire and from
developments in the core markets. These include events such as faster than expected capacity expansion.
investment facilitation, public sector investment programmes or
trade facilitation. Reduced uncertainty following political decisions The transfer of IT systems to the cloud enables customers in the
taken over a longer period of time (e .g. Brexit) can also have a financial, insurance and industrial sectors to make their IT systems
positive impact on client investment behaviour. more flexible and cost-effective and also to develop new applications
and utilise new technologies. Thanks to its strategic partnerships
Strategic opportunities with Google, Microsoft and Amazon Web Services, the GFT Group
Should the strategic external conditions listed below develop more is excellently positioned to benefit from the cloud trend. It helps cli-
favourably than assumed, this could prompt additional demand and ents transfer their systems to the cloud and provides support for the
thus have a positive impact on business activities, the financial posi- subsequent implementation and further development of cloud appli-
tion and performance, and cash flow. cations. Should the market and the business of our partners develop
better than expected, opportunities may arise for the GFT Group.
Sector and market opportunities
GFT Technologies SE has targeted a further diversification of its
business model. This offers the opportunity to reduce dependence
on individual clients, sectors and regions. As a result, economic fluc-
tuations and revenue shortfalls with individual clients can be partially
offset by revenue growth in other target markets. The acquisitions
made so far have accelerated diversification into the insurance and
industrial sectors, accessed new customer groups and expanded
the technology portfolio.
59 Combined Management Report

The field of Industry 4.0 offers further potential. The successful 5 Takeover-relevant information
development of IoT applications requires comprehensive techno-
logical expertise in DLT, cloud engineering, data analytics and arti- Disclosures pursuant to section 289a (1) and section 315a (1)
ficial intelligence – technologies that the GFT Group is proficient German Commercial Code (HGB) and explanatory report of the
in and is continuously expanding. The acquisition of an IT service Administrative Board acc. to section 48 (2) sentence 2 SE-Im-
provider in the field of industry and IoT during the reporting period plementation Act (SEAG) in conjunction with section 176 (1)
has expanded GFT's technological offerings with the addition of sentence 1 German Stock Corporation Act (AktG)
in-depth industry expertise. In addition, the partnership with in-inte-
grierte informationssysteme GmbH added an innovative software Structure of the share capital
solution to the portfolio during the past year. In January 2020, in-in- At the end of the reporting period, the issued share capital of
tegrierte informationssysteme GmbH was subsequently acquired. GFT Technologies SE amounted to €26,325,946.00. It is divided into
Further opportunities for business in the industrial sector may arise 26,325,946 shares. The proportionate amount of share capital allo-
if the targeted clients increase their IoT budgets and the number and cated to each share totals €1.00. All shares of GFT Technologies SE
availability of interfaces grows faster than expected. were issued as ordinary bearer shares without nominal value (no-par
shares). The shares are fully paid up. All shares have the same rights
Opportunities from research and development and obligations arising from the statutory provisions. Each share
The GFT Group’s research and development activities are aimed grants one vote at the Annual General Meeting.
at identifying or anticipating sector trends and customer needs at
an early stage and using these to derive the appropriate solutions. Restrictions on voting rights or the transfer of shares
Activities focus in particular on cloud engineering, DLT, data analyt- Legal regulations, in particular section 136 AktG and section 44
ics and artificial intelligence – technologies from which exponential German Securities Trading Act (WpHG), exclude voting rights for
growth is expected. Opportunities may arise from shorter innovation the affected shares in the respective specified cases. We are not
cycles, faster achievement of market-ready offerings, and subse- otherwise aware of any restrictions affecting voting rights or the
quent increased scaling. transfer of shares.

In addition, reference projects which are completed faster than Shareholdings exceeding 10 percent of the voting rights
expected may considerably simplify sales activities and order acqui- GFT Technologies SE is aware of the following shareholding that
sition. exceed 10 percent of the voting rights: as at 31 December 2019,
Ulrich Dietz (Chairman of the Administrative Board of GFT Technol-
Opportunities in HR from international development centres ogies SE), Germany, held 26.42% of total voting rights.
With its international development centres, the GFT Group’s Delivery
Model combines customer proximity and quality with attractive cost Shares with special control rights
benefits and the global utilisation of technological expertise. Strat- There are no shares with special rights conferring control.
egy concept work and consultation are conducted in direct contact
with clients (onshore). Services are provided both onshore and at System of control over voting rights when employees own
our nearshore development centres. This alignment not only offers shares and their control rights are not exercised directly
cost advantages, but also gives our customers access to specialists We are not aware of any employees who hold shares and do not
and technological expertise. If companies are unable to adequately exercise their control rights.
cope with the shortage of skilled workers in their core markets and
do not themselves have nearshore capacities as a reservoir of skilled Legal regulations and provisions in the articles of association
labour, demand for such external services may increase. GFT has governing the appointment and replacement of executive board
a proven nearshore / onshore model and can provide technological members
expertise and capacities for its global clients. Should the shortage As a company with a one-tier management and control structure,
of skilled employees, and the need for them, have a greater impact GFT Technologies SE applies the disclosure obligations of sec-
than expected, this could have a positive impact on GFT's business tion 289a (1) number 6 HGB and section 315a (1) number 6 HGB on
activities. the appointment and dismissal of executive board members to the
Managing Directors. Their appointment and dismissal is governed
Opportunities from currency and interest rate fluctuations by article 43 SE-VO (Council Regulation (EC) number 2157 / 2001 on
Currency opportunities arise from transactions that are not con- the Statute for a European Company (SE)) and section 40 SEAG.
ducted in the reporting currency (euro). In a similar way to the risks Reference is made to these regulations. Pursuant to section 16 of the
listed in the risk report, exchange rate trends also offer translation articles of association of GFT Technologies SE, the Administrative
and transaction opportunities. Market-related fluctuations in the gen- Board appoints one or more Managing Directors. The Administra-
eral level of interest rates can result in opportunities that mirror the tive Board can appoint one of these Managing Directors as Chief
interest rate risk. The opportunities listed here can have a positive Executive Officer and one as Deputy Chief Executive Officer. In each
impact on the financial position and performance. case, the appointment and dismissal of Managing Directors requires
GFT Annual Report 60
2019

a majority of two thirds of votes cast by the Administrative Board, ■ in the case of a capital increase for cash contribution if the
whereby abstentions or invalid votes are deemed to be votes not issue price of the new shares is not significantly lower than
cast. The articles of association of GFT Technologies SE do not con- the stock exchange price and the total prorated amount
tain any further regulations on the appointment and dismissal of of share capital attributable to the new shares, for which
Managing Directors. Should one of the required Managing Direc- subscription rights are excluded, does not exceed 10% of
tors be missing, section 45 SEAG states that a court may appoint a share capital, neither on the effective date nor at the time of
Managing Director on application of one of the persons involved. exercising this authorisation. This restriction is to be applied
to those shares which are issued during the term of this
Rules governing amendments to the articles of association authorisation by utilising an authorisation for the disposal of
The requirements for amendments to the articles of association are treasury shares valid at the time this authorisation becomes
regulated in particular in article 59 SE-VO and section 51 SEAG. Ref- effective in accordance with section 186 (3) sentence 4 AktG.
erence is made to these provisions. According to section 51 SEAG, This restriction is also to be applied to shares that have been,
the articles of association may determine, unless binding statutory or will be, issued for the purpose of servicing convertible
regulations state otherwise, that a simple majority of votes cast is bonds / warrants if these bonds are issued during the effec-
sufficient for a resolution of the Annual General Meeting to amend tiveness of this authorisation in accordance with section 186
the articles of association, providing that at least half of share capital (3) sentence 4 AktG;
is represented. The articles of association of GFT Technologies SE ■ in the case of a capital increase for the issue of employee
make use of this provision in section 23 (4). A larger majority is shares if the total prorated amount of share capital attrib-
required for an amendment to the company’s object, for a resolution utable to the new shares, for which subscription rights are
on relocating the registered offices of the SE to a different EU mem- excluded, does not exceed 10% of share capital, neither on
ber state, and for other legally binding cases (section 51 sentence the effective date nor at the time of exercising this authorisa-
2 SEAG). The Annual General Meeting can assign the authority to tion.
amend the articles of association to the Administrative Board insofar
as such amendments merely relate to the wording. This is permitted The Administrative Board is authorised to determine a start date for
for GFT Technologies SE by the provisions in section 21 (1) of the arti- dividend rights which differs from the statutory regulations and to
cles of association. Moreover, the Administrative Board is authorised determine the further details of a capital increase and its implemen-
by a resolution of the Annual General Meeting to amend the wording tation, in particular the issue amount and the fee to be paid for the
of section 4 (1) and (7) of the articles of association in accordance new shares, as well as the granting of subscription rights by means
with the respective use of Authorised Capital 2017 and after expiry of indirect subscription rights pursuant to section 186 (5) AktG.
of the utilisation and authorisation period.
Conditional capital
Executive board authorities, particularly the issuing and buy- Conditional Capital 2017 (sections 192 et seq. AktG) is regulated in
back of shares section 4 (7) of the articles of association of GFT Technologies SE:
As a company with a one-tier management and control structure,
GFT Technologies SE applies the disclosure obligations of sec- A conditional increase in the company’s share capital (Conditional
tion 289a (1) number 7 HGB and section 315a (1) number 7 HGB to Capital 2017) of up to €10,000,000.00 is authorised through the
the Administrative Board. issue of a maximum of 10,000,000 new bearer shares. A conditional
increase in share capital is only implemented if the bearers of con-
Authorised capital version or warrant rights from convertible or warrant bonds (or a
The Administrative Board is authorised until 13 June 2021 to increase combination of these instrument), which were issued by GFT Tech-
the share capital of GFT Technologies SE by up to €10,000,000.00 nologies SE or a domestic or foreign company in which GFT Tech-
through a one-time-only or repeated partial issuance of bearer nologies SE directly or indirectly holds a majority of voting rights and
shares (no-par shares) against cash contributions and / or contribu- capital, on the basis of the authorisation adopted by the Annual Gen-
tions in kind (Authorised Capital). eral Meeting of 31 May 2017 agenda item 6, exercise their conversion
or warrant rights or fulfil their conversion or warrant obligations from
The Administrative Board is authorised to exclude the legal subscrip- such convertible or warrant bonds, and insofar as the conversion or
tion right of shareholders, warrant rights or conversion or warrant obligations are not settled
via treasury shares, nor shares from authorised capital, nor by other
■ to remove fractional amounts from subscription rights; consideration.
■ in the case of capital increases for contribution in kind for the
granting of shares to acquire companies, company divisions,
interests in companies or other assets in connection with the
aforementioned company acquisitions (even if a purchase
component is paid in cash in addition to shares);
61 Combined Management Report

The new shares participate in the profit from the beginning of the The sale of purchased treasury shares must always be made via
financial year in which they are issued; by way of derogation, the the stock exchange or by means of a public offer made to all share-
Administrative Board may, to the extent legally permissible, stipulate holders. GFT Technologies SE was authorised, however, to employ a
that the new shares participate in the profit from the beginning of a different selling method, with the exclusion of shareholder subscrip-
previous financial year for which no resolution of the Annual General tion rights, should this be necessary in the interests of GFT Technol-
Meeting regarding appropriation of profit has been taken at the time ogies SE, in order to use the shares as follows:
of their issue. The Administrative Board is authorised to determine
the further specifics in connection with the issue of shares under 1. to use the treasury shares as an acquisition currency for the
this contingency. acquisition of companies or company divisions by GFT Tech-
nologies SE;
Purchase of treasury shares
With a resolution adopted by the Annual General Meeting of 2. to offer the corresponding shares for purchase to employees of
23 June 2015, GFT Technologies SE is authorised to purchase trea- the company and affiliated companies of GFT Technologies SE
sury shares up to a total of 10% of share capital as at the time of the as defined by section 15 AktG.
Annual General Meeting resolution. The authorisation may be exer-
cised once or several times and in full or in partial amounts. However, The Administrative Board was also authorised, with the exclusion of
the treasury shares purchased on the basis of this authorisation, shareholder subscription rights, to sell the acquired treasury shares
together with those treasury shares already held by GFT Technolo- in ways other than via the stock exchange or by way of a public offer
gies SE or attributed to it pursuant to sections 71a et seq. AktG, may to all shareholders, provided that the shares issued with the exclu-
at no time exceed 10% of the respective share capital. The purchase sion of shareholder subscription rights pursuant to section 186 (3)
of treasury shares is made via the stock exchange or as part of a sentence 4 AktG do not exceed 10% in total of share capital, neither
public purchase offer made to all shareholders by GFT Technolo- at the time this authorisation becomes effective nor at the time when
gies SE. The purchase price per share paid by GFT Technologies SE this authorisation is exercised. Those shares issued during the term
(exclusive of any ancillary costs) may not exceed, or fall below, the of this authorisation, utilising an authorisation to issue new shares
arithmetic mean price for shares of the same class and with the same from Authorised Capital pursuant to section 186 (3) sentence 4 AktG
rights in GFT Technologies SE in the closing auction of Xetra trading with the exclusion of shareholder subscription rights valid at the
(or a comparable successor system) over the ten trading days on time this authorisation became effective, are to be included in this
which a closing auction was held prior to the purchase of treasury limitation. Also to be included are those shares issued, or still to be
shares or, in the case of a public offer, prior to the day on which issued, for the settlement of warrant / convertible bonds, providing
the public offer was announced, by more than 10%. In the case of a such bonds were issued during the effective term of this authorisa-
public offer, the volume of the offer may be limited. The authorisation tion pursuant to section 186 (3) sentence 4 AktG.
was granted for every legally permissible purpose, and in particular
for the following purposes: In all the above cases, the selling price of a company share (exclud-
ing transaction costs) may not be significantly lower than the arith-
■ to use the treasury shares as an acquisition currency for the metic mean price for shares of the same class and with the same
acquisition of companies or company divisions by GFT Tech- rights in GFT Technologies SE in the closing auction of Xetra trading
nologies SE; (or a comparable successor system) over the ten trading days on
■ to cancel shares; which a closing auction was held prior to the sale of treasury shares
■ to offer the corresponding shares for purchase to employ- or prior to the date on which contract for the sale of treasury shares
ees of GFT Technologies SE and affiliated companies of is concluded. The authorisations to sell may be exercised separately
GFT Technologies SE as defined by section 15 AktG; or together, in whole or in part. If exercised in part, the authorisation
■ to sell the shares with the exclusion of shareholder subscrip- may be utilised on several occasions. The authorisation applies to
tion rights while meeting the requirements of section 186 (3) shares of GFT Technologies SE already held by GFT Technologies SE
sentence 4 AktG. at the time this authorisation was granted.
GFT Annual Report 62
2019

The Administrative Board was also authorised to cancel treasury Up to the balance sheet date, GFT Technologies SE had granted its
shares without any further resolution of the Annual General Meet- Managing Directors special termination rights in their service con-
ing. The authorisation to cancel shares may be exercised in whole tracts in the event of a change of control. Since the balance sheet
or in part. If exercised in part, the authorisation may be utilised on date, only one Managing Director still has this special termination
several occasions. The authorisation applies to shares of GFT Tech- right in the event of a change of control. Further details are provided
nologies SE already held by GFT Technologies SE at the time this in the explanations below.
authorisation was granted. Cancellation results in a capital reduction.
Contrary to the aforementioned, the Administrative Board may deter- Compensation agreements with executive board members and
mine that share capital is not reduced, but that the proportion of the employees in the event of a change of control
remaining shares in the share capital is increased pursuant to sec- As a company with a one-tier management and control structure,
tion 8 (3) AktG. In this case, the Administrative Board is authorised GFT Technologies SE exclusively applies the disclosure obligations
to adjust the number of shares stated in the articles of association. of section 289a (1) number 9 HGB and section 315a (1) number 9
HGB, regarding compensation agreements made with executive
The authorisation to purchase treasury shares became effective on board members for the case of a takeover offer, to its Managing
23 June 2015 and is valid until 22 June 2020. Directors.

Material agreements of the parent company conditional to a Up to the balance sheet date, all Managing Directors of GFT Tech-
change of control following a takeover bid nologies SE had identical, time-limited special termination rights for
GFT Technologies SE has signed several promissory note agree- the event of a change of control. There were also severance pay
ments totalling €59.5 million which grant termination rights to the agreements with the same wording. Since the balance sheet date,
respective lender in the event that, without prior consent of the these rights only apply to one Managing Director.
respective lender, a person or a number of people acting in unison
as defined by section 2 (5) German Takeover Act (Wertpapiererwerbs­ A change of control exists after the purchase of a minimum of 30%
und Übernahmegesetz, WpÜG), or persons acting on behalf of such of voting rights in GFT Technologies SE by a third party or by several
persons (with the exception of those defined “Permitted Owners” third parties acting together. A change of control is also deemed to
defined below) directly or indirectly acquire, at any time, control of exist on conclusion of an affiliation agreement (as defined by sec-
more than 50% of the voting capital of GFT Technologies SE. The tion 291 AktG) by GFT Technologies SE as a dependent company, or
term “Permitted Owners” refers to (i) Mr Ulrich Dietz, Mrs Maria Dietz if GFT Technologies SE merges with a non-group legal entity, or in
and their offspring, as well as (ii) persons acting on behalf of one or other comparable situations. If a Managing Director should justifiably
more of the aforementioned persons. exercise his or her special termination rights, they shall have a one-
off claim to severance pay. This amounts to 50% of the fixed salary
A banking consortium has provided GFT Technologies SE with a which would have accrued without exercising the special termination
syndicated, half-revolving credit line for a total amount of up to right up to the end of the regular contract period, but at least 50%
€80 million, of which €47 million had been drawn at the end of the and a maximum of 100% of a full annual fixed salary.
reporting period. The consortium members were granted the right
to terminate their portion if a person or a group of people who have
coordinated their actions pursuant to section 2 (5) WpÜG, or per-
sons acting on behalf of such persons (with the exception of Ulrich
Dietz and / or Maria Dietz and / or their offspring) directly or indirectly
acquire, at any time, control of more than 50% of the voting capital
of GFT Technologies SE.

GFT Technologies SE provides services under a master agreement


with Deutsche Bank AG, which also grants Deutsche Bank AG the
right to terminate the master agreement and the attendant sep-
arate agreements in the case of a change of control. Under this
definition, a change of control occurs if (i) a competitor of Deutsche
Bank AG buys shares in GFT Technologies SE, and / or an affiliated
company which has concluded one or more separate agreements
under the master agreement, to the extent that the competitor is
able to assume decisive positions within GFT Technologies SE or (ii)
a third person who is listed in the embargo list of Deutsche Bank AG
purchases half or more of the shares in GFT Technologies SE, or
one of the aforementioned affiliated companies, or gains control of
their business.
63 Combined Management Report

6 Remuneration report company in the reporting period.

Principles of the compensation system The members of the Administrative Board received the following
This report explains the principles of the remuneration system for the compensation in financial year 2019 for their work on the Adminis-
Administrative Board and the Managing Directors of GFT Technolo- trative Board of GFT Technologies SE (in euro):
gies SE. This remuneration report provides the individual disclosures
of the remuneration of the members of the Administrative Board and Remuneration of the Administrative Board
the Managing Directors. The Remuneration Report contains all dis-
in € 2018 2019
closures formerly required by section 4.2.5 of the Code (in the ver-
Ulrich Dietz (Chairman) 86,000.00 86,000.00
sion of 7 February 2017) with the exception, however, of the model
tables. In its latest Declaration of Compliance of 10 December 2019, Dr Paul Lerbinger (Deputy Chairman) 64,500.00 64,500.00

the Administrative Board of GFT Technologies SE declared that the Dr-Ing Andreas Bereczky 43,000.00 43,000.00
company had waived the use of model tables as it believes this Maria Dietz 43,000.00 43,000.00
would not provide any further informational content to the share- Marika Lulay 0.00 0.00
holders. Dr Jochen Ruetz 0.00 0.00
Prof Dr Andreas Wiedemann 43,000.00 43,000.00
Administrative Board
Total 279,500.00 279,500.00
In accordance with section 15 of the articles of association of
GFT Technologies SE, remuneration for the members of the Admin-
istrative Board is set by the Annual General Meeting. The Annual Managing Directors
General Meeting may adopt a higher payment for the chair and dep- Principles of the compensation system up to 31 December 2019
uty chair of the Administrative Board. Payment is due at the end of Compensation for the Managing Directors is set by the Administra-
each financial year. Members of the Administrative Board who only tive Board. Amongst other things, it depends on the responsibilities
served on the Administrative Board for part of the financial year, of the respective Managing Director.
receive one-twelfth of annual remuneration for each month of their
membership they commenced. Remuneration is composed of performance-based and non-perfor-
mance-based components. The non-performance-based component
The Annual General Meeting of GFT Technologies SE on is paid in monthly amounts, i. e. twelve times per financial year. The
14 June 2016 adopted a resolution that the Administrative Board performance-based components are granted as one-off payments.
members of GFT Technologies SE should receive fixed remunera- Stock option programmes or similar securities-oriented incentive
tion of €43,000.00, while the Chairman of the Administrative Board systems do not currently exist.
should receive €86,000.00 and the Deputy Chairman of the Admin-
istrative Board should receive remuneration of €64,500.00 – in each In addition, the respective remuneration includes fringe benefits,
case for the respective financial year and in addition to the reim- such as the benefit in kind from the provision of a company vehicle
bursement of expenses and the reimbursement of any VAT due on also for private use, premiums for appropriate accident insurance
the remuneration and expenses. Those Administrative Board mem- and subsidies for pensions and health insurance within the custom-
bers – including the Chairman and his Deputy – who have been ary range.
appointed Managing Directors of the company do not receive any
Administrative Board remuneration insofar as they already receive The first performance-based compensation component is linked to
remuneration for their duties as Managing Directors. This compen- the attainment of targets for the key earnings figure of consolidated
sation regulation applies until the Annual General Meeting decides EBT (Earning Before Taxes) as well as the attainment of personal tar-
otherwise. gets for the financial year agreed individually with the Administrative
Board for each Managing Director. If the agreed minimum target is
Total compensation for the members of the Administrative Board not reached, no corresponding variable compensation is paid. This
in the past financial year amounted to €279,500.00 (2018: component is capped individually for each Managing Director.
€279,500.00). In the financial year 2019, an amount of €254,168.65
(2018: €316,184.12) was incurred for consultancy services provided The second performance-based compensation component (value
by RB Capital GmbH, whose sole shareholder and managing director growth bonus) is based on multi-year, future-based development,
is Ulrich Dietz. An amount of €21,750 (2018: €7,000) was incurred considering both positive and negative trends. The value growth
for consultancy services provided by Maria Dietz in the financial year bonus is linked to the multi-year development of the ratio between
2019. There were no other benefits or payments granted to members EBT and revenue at Group level.
of the Administrative Board for personally rendered services, and
in particular consultancy and referral services. There are currently
no stock option programmes or similar securities-oriented incentive
systems in place for the Administrative Board. No Administrative
Board members were granted loans by the company or any affiliated
GFT Annual Report 64
2019

All variable remuneration amounts and total remuneration are Further development of the compensation system with effect from
capped. 1 January 2020
Against the background of the further expansion of the GFT Group’s
No Managing Director was granted a loan or advance by the com- global market position as a leading technology partner for banks,
pany or any affiliated company. insurers and industrial companies, the Administrative Board has
decided to further develop the compensation system for the Man-
No special capping of payments to the Managing Directors in aging Directors. The compensation system is aimed at the long-term
the event of premature termination has been agreed. The legal and sustainable increase of enterprise value via profitable growth. At
regulation therefore applies. In the event of death, the non-per- the same time, the compensation system should offer internationally
formance-based remuneration will continue to be paid to the con- competitive remuneration for the Managing Directors.
tractually defined surviving dependants in the month of death and in
the following six months, but no longer than the end of the contract. The further development of the compensation system applies to
all service agreements with Managing Directors concluded on or
With reference to the contractual arrangements in the event of a after 1 January 2020. Old agreements are not affected. However,
change of control, reference is made to section 289a (1) HGB and the Administrative Board reserves the right to reach an agreement
section 315a (1) HGB, “Compensation agreements with executive with individual or all Managing Directors regarding an adjustment
board members in the event of a change of control (no. 9)”, (see of their current contracts.
section: Takeover-relevant information).
The following principles of the growth- and profit-based
Total remuneration for the Managing Directors in the financial year compensation system for the long-term increase in enterprise
2019 amounted to €1,433,306.55 (2018: €1,509,032.37). In the value apply:
reporting period, the company had two Managing Directors. Total compensation comprises non-performance-based and perfor-
mance-based components.

Composition of total target compensation (on 100% target achievement)

Non-performance-based compensation (40%) Performance-based compensation (60%)

Compensation Compensation component 2 Compensation


­component 1 (STI 1) (STI 2) ­component 3 (STI 3)
Revenue growth Operating margin Sustainability target
(40%) (50%) (10%)

Fringe Total of STI 1 to STI 3


Annual fixed salary
benefits

⅓ annual c­ onversion
into long-term
⅔ annual payout
­performance-based
­compensation (LTI)

Non-performance-based compensation
Non-performance-based compensation consists of the annual fixed
salary and fringe benefits. The annual fixed salary is paid in monthly
instalments, i. e. twelve times per financial year. Fringe benefits com-
prise the non-cash advantage of a company car which is also avail-
able for private use, premiums for an appropriate accident insurance
policy, and contributions to pension and health insurance to the
usual extent.

Performance-based compensation
Performance-based compensation consists of three components
with a one-year assessment basis (the short-term incentives STI 1, STI
2 and STI 3) and a compensation component which is derived – in
part – from this total with a multi-year assessment basis (long-term
incentive / LTI).
65 Combined Management Report

Short-term incentive (STI) Limitation of total compensation


The one-year performance-based compensation components are A maximum compensation amount is set for each Managing Direc-
based on three targets: tor. This includes all compensation components: annual fixed salary,
fringe benefits, STI 1, STI 2, STI 3 and the respective LTI.
■ Growth target
■ Profit target In the case of old contracts, the performance of the virtual shares
■ Sustainability target (LTI) is not limited. Consequently, total compensation is also not lim-
ited.
Growth target
The growth target describes the targeted percentage increase in Benefits in the event of permanent disability or death
revenue compared to the previous financial year. Either the revenue In the event of permanent incapacity to work, the company is enti-
of the GFT Group or the revenue of a subunit is agreed with each tled to terminate the service agreement with one month’s notice to
Managing Director as the basis for assessment. Depending on the the end of the half-year. Permanent incapacity to work exists if the
degree to which the target is achieved, the resulting amount can lie Managing Director is likely to be permanently (regularly for more
between zero and a defined maximum amount. than 12 months) unable to perform his / her duties for health reasons.
In the event of permanent incapacity, the period of continued remu-
Profit target neration is to be no less than twelve months from the date on which
The profit target describes the targeted ratio of EBT (earnings before the incapacity for work began. This means that, if necessary, the
taxes) to revenue. Either the EBT and revenue of the GFT Group or entire remuneration will continue to be paid beyond the premature
of a subunit is agreed upon with each Managing Director as the termination of the employment relationship.
basis of assessment. Depending on the degree to which the target
is achieved, the resulting amount can lie between zero and a defined In the event of death, non-performance-based remuneration contin-
maximum amount. ues to be paid to the contractually defined surviving dependants in
the month of death and in the following six months, but no longer
Sustainability target than until the end of the contract.
The Administrative Board agrees a sustainability target with individ-
ual Managing Directors. This describes a social or ecological target Term of service agreements, age limit and benefits in the event
set annually by the Administrative Board. Depending on the degree of premature contract termination
to which the target is achieved, the resulting amount can lie between Service agreements with the Managing Directors are limited in time.
zero and a defined maximum amount. The maximum term is five years. In the case of an initial appointment
as Managing Director, the term of the service agreement is usually
Calculation of the total short-term incentive, payout or partial three years.
conversion into the long-term incentive
The amounts resulting from the degree of achievement of the growth No special limitation of payments is agreed in the event of premature
and profit targets, as well as the sustainability target, are added termination. The statutory regulation therefore applies.
together.
If, however, the position of Managing Director is terminated by revok-
Two thirds of the resulting total annual amount is paid out in cash. ing the appointment with notice served by GFT Technologies SE,
and this is not for cause, and if the service agreement thereby ends
The remaining third of the total annual amount is converted into the before its regular term expires, the Managing Director is entitled to
respective long-term performance-based compensation component severance pay. This corresponds to the contractual remuneration
(LTI) (conversion amount). The development of the respective LTI is which the Managing Director would have received from the time of
determined by the performance of the GFT share price. the premature termination of the service agreement until its regular
term expired, but for no longer than two more years.
Long-term incentive (LTI)
Every year, the Managing Director receives virtual shares for the D&O insurance for members of the Administrative Board and the
conversion amount. The number of virtual shares is determined by Managing Directors
dividing the conversion amount by the average share price weighted The company takes out D&O insurance for the members of the
according to trading volume (Xetra) over the entire financial year Administrative Board and the Managing Directors of GFT Technolo-
prior to conversion (initial financial year). gies SE. It is concluded or prolonged annually. The insurance covers
the personal liability risk in the event of claims for financial losses.
The virtual shares are converted back after each period of three The policy includes a deductible for the Managing Directors which
years. For this purpose, the number of virtual shares is multiplied complied, and continues to comply, at all times with the requirements
by the average share price weighted according to trading volume of section 93 (2) sentence 3 AktG.
(Xetra) in the entire third financial year after the initial financial year.
The resulting amount is paid out to the Managing Director.
GFT Annual Report 66
2019

With regard to the D&O insurance, no deductible is agreed upon for


those members of the Administrative Board who are also Managing
Directors. The company is of the opinion that a deductible for mem-
bers of the Administrative Board provides no additional incentive to
carry out their activities with due diligence and in accordance with
the statutory provisions.

Remuneration of the Managing Directors in the financial year


2019 acc. to HGB (benefits)
The Managing Directors received the following compensation (ben-
efits granted acc. to HGB in euro):

Marika Lulay

in € 2018 2019 minimum maximum


Non-performance-based compensation 380,000.04 380,000.04 380,000.04 380,000.04
Fringe benefits 34,506.05 36,891.58 36,891.58 36,891.58
Sub-total 414,506.09 416,891.62 416,891.62 416,891.62
Performance-based compensation
Short-term 304,067.00 271,335.00 0.00 1,250,000.00
Long-term 100,000.00 85,000.00 0.00 265,000.00
Total 818,573.09 773,226.62 416,891.62 1,931,891.62

Dr Jochen Ruetz

in € 2018 2019 minimum maximum


Non-performance-based compensation 300,000.00 316,666.68 316,666.68 316,666.68
Fringe benefits 34,209.28 35,842.42 35,842.42 35,842.42
Sub-total 334,209.28 352,509.10 352,509.10 352,509.10
Performance-based compensation
Short-term 266,250.00 237,570.83 0.00 1,250,000.00
Long-term 90,000.00 80,000.00 0.00 250,000.00
Total 690,459.28 670,079.93 352,509.10 1,852,509.10

Allocation pursuant to the recommendations of section 4.2.5 (3)


German Corporate Governance Code (in the version of 7 Febru-
ary 2017) for the Managing Directors in the financial year 2019
(in euro):
The following table presents the allocation of fixed compensation
and fringe benefits, as well as short-term and long-term variable
compensation for the financial year 2019.

in € Marika Lulay Dr Jochen Ruetz


Non-performance-based
compensation 380,000.04 316,666.68
Fringe benefits 36,891.58 35,842.42
Sub-total 416,891.62 352,509.10
Performance-based
­compensation
Short-term 271,335.00 229,237.50
Long-term 0.00 280,000.001
Total 688,226.62 861,746.60

1 Value of long-term performance-based compensation for the financial


years 2016 to 2018
67 Combined Management Report

7 Forecast report As in previous years, financial institutions will continue to invest more
in their IT systems, compared to other sectors. According to Gart-
ner, global IT spending will increase by 5.2%, adjusted for currency
7.1 Macroeconomic and sector development effects. Investment banks will increase their expenditure by 5.0%
while retail banks are expected to raise their IT budgets by 5.2%.
The assessment of the market and sector development presented Digital transformation will remains a high priority for the financial
in chapter 7.1. was made before the global outbreak of the Covid-19 sector. Cloud technology is particular focus area: it not only enables
pandemic and should be considered in this context. According to banks to reduce their cost base by investing less in hardware main-
the preliminary estimates of economists, however, a sharp decline in tenance, but also to analyse and better serve customer needs with
global economic activity is anticipated. new cloud-based applications. In addition, other technologies such
as data analytics, RPA and AI can be used optimally and proprietary
Overall economic development remains positive interfaces (API) can be marketed. The number of market-ready appli-
Compared to its last outlook in autumn 2019, the IMF has slightly cation cases for DLT is still low, as companies continue to experiment
downgraded its forecast for the global economy in 2020 and beyond. with potential application fields. According to Forrester, however,
Growth of 3.3% is now forecast for 2020. The IMF economists attribute more market-ready projects are set to be implemented in 2020.
this to weaker growth in certain emerging markets, particularly India,
as well as the continuing uncertainty caused by social unrest. While According to Gartner, insurers continue to lag behind others with
the downside risks emphasise US trade policy, the positive factors regard to digital transformation. This makes it more difficult to reach
include favourable financing conditions, an unbroken strong propen- and retain customers, and to differentiate the company from com-
sity to consume and rising corporate capital spending. petitors. Forrester's experts have identified huge potential for data
analytics, RPA and artificial intelligence, especially in the field of
The economists of the ECB expect the eurozone to grow by 1.1% in claims settlement.
2020, as it continues to benefit from historically low interest rates,
expansionary fiscal policy and employment growth combined with With the growing number of use cases, business with industrial cus-
wage increases. Although less pronounced, certain downside risks tomers and IoT continues to gain momentum. The number of usable
remain, such as geopolitical uncertainties, the danger of protectionism data interfaces is also growing rapidly, which will further promote
and instability in some of the emerging markets. the usability of IoT solutions.

The Bundesbank forecasts that the German economy will slowly over- The digital association Bitkom forecasts unbroken growth of 1.5% for
come its weak phase. Although domestic demand will lose some of the German ICT market in 2020. The digitalisation of the economy
its momentum, exports are expected to pick up again as fiscal policy will continue to drive demand for IT consulting, IT project business
and favourable finance terms provide a positive stimulus. The central and applications. The software and IT services segments in particular
bank’s economists expect growth of 0.6% for Germany in 2020. will benefit from this trend, with growth of 6.4% and 2.4%, respec-
tively. Although Bitkom expects a further employment record to be
Sector and technology trends still intact set in 2020, the positive outlook is clouded by the current shortage
Against the backdrop of reduced risks from global recession, Brexit of IT specialists, which is considered an obstacle to growth in the
and trade barriers, the market research institute Gartner forecasts ICT sector.
stronger growth for the IT sector in the current year. Its research-
ers expect a 3.4% increase in global IT spending, with above-aver-
age growth of 5.0% for IT services. Gartner has identified the cloud
services business as one of the most important technology trends
of the coming years, with anticipated growth of 17% in 2020. The
main focus will be on the transfer of applications and data to the
cloud (so-called lift & shift), as well as the development of cloud
applications themselves. Concentration among cloud providers will
continue to increase, resulting in just a few major players – including
AWS, Google and Microsoft, which GFT covers. According to a study
by Nasdaq, the combination of data analytics, RPA and AI in partic-
ular offers strong potential, even though – as the market research
institute Forrester states – artificial intelligence will continue to focus
on narrowly defined application areas.
GFT Annual Report 68
2019

7.2 Expected development of the GFT Group Overall statement


The GFT Group is continuously assessing the development of the
Thanks to its technological and sector expertise, attractive portfo- Covid-19 pandemic and addressing the challenges by taking com-
lio of services and proven partnerships with leading platform pro- prehensive measures, which are being constantly adapted to the sit-
viders, the GFT Group is very well placed to swiftly and efficiently uation. Due to the macroeconomic consequences of the pandemic,
exploit emerging business opportunities. In the banking sector, there a significant impact on business performance appears likely at the
is strong demand for IT solutions which can automate processes time of preparing this report.
and raise efficiency. Growth is expected to be particularly dynamic
in the field of cloud applications, and further innovative banking
projects are likely to be implemented in Asia. In the insurance mar-
ket, in which the digitalisation of business models is gaining further
momentum, additional potential from Guidewire implementation
projects is expected in 2020. Against the backdrop of these growth
expectations, the GFT Group had anticipated in early March that
revenue would increase to €455 million and EBT to €20 million.

Since this time, the global economy has been under considerable
strain from the effects of the Covid-19 pandemic. Numerous govern-
ments have since adopted extensive measures with significant pub-
lic and economic restrictions, and leading economists now expect a
significant decline in the performance of major economies.

The GFT Group has introduced extensive measures to maintain in


full the quality and scope of the services it provides. So far, existing
orders have largely not been cancelled. The digitalisation trends
described above also continue to apply. However, the significant
negative effects for the economy as a whole are likely to also hamper
the GFT Group’s business. Sales activities are being hampered by
travel and curfew restrictions, and some of the IT projects which our
clients planned for 2020 may be postponed.

At the time of preparing this report, it is likely that there will be a


significant impact on the business performance of the GFT Group.
As a result, GFT expects that neither the previously forecast increase
in revenue to €455 million and in EBT to €20 million in its financial
year 2020, nor the figures of 2019, will be achieved.
69 Combined Management Report

8 Explanations on the sepa- 8.4 Development of revenue


rate financial statements of In its financial year 2019, GFT Technologies SE generated revenue
GFT Technologies SE (HGB) of €86.40 million (2018: €77.95 million), corresponding to a year-on-
year increase of €8.45 million or 11%.

8.1 General The revenue of GFT Technologies SE mainly comprises income from
the provision of customer-specific IT services and from Group-wide
The annual financial statements of GFT Technologies SE were pre- service functions for the subsidiaries. Income from Group-wide ser-
pared in accordance with the regulations of the German Commercial vices stem from sales-related license fees, management fees, central
Code (HGB), taking into account the supplementary provisions of support services and other cost allocations.
the German Stock Corporation Act (AktG). They are published elec-
tronically in the Federal Gazette. The annual financial statements Revenue adjusted for income from Group-wide services was up
are permanently available online at www.gft.com/financialreports. on the previous year at €61.28 million for the financial year 2019
(2018: €54.50 million). The revenue trend of GFT Technologies SE
The management report of GFT Technologies SE has been combined in connection with IT services depends heavily on the completion of
with the management report of the GFT Group. GFT Technologies SE projects and thus on closing-date effects, especially in connection
and its results also include expenses for the Group’s headquarters with major orders.
with the central functions for Corporate Development, Finance,
Communications, Public Affairs, Human Resources, Legal Affairs Income from corporate services for subsidiaries included in total rev-
and Compliance, as well as Data Protection and Procurement. The enue amounted to €25.13 million in 2019 compared with €23.45 mil-
economic conditions of GFT Technologies SE are largely identical lion in the previous year. The increase was mainly due to higher
to those of the Group as described in detail in section 2.2 General Group cost allocations for IT services.
economic and sector-specific conditions:
With the exception of Group-wide services, GFT Technologies SE
generated most of its revenue in Germany.
8.2 Research and development

GFT Technologies SE invested a total of €1.47 million (2018: €1.19 mil- 8.5 Earnings position
lion) in research and development during the financial year 2019.
Personnel expenses of €0.56 million accounted for 38% of this Overview of earnings position
total (2018: €0.48 million or 40%). Expenses for external services Earnings before taxes (EBT) of GFT Technologies SE improved
amounted to €0.55 million (2018: €0.18 million), corresponding to by €5.62 million to €15.28 million in the reporting period (2018:
38% (2018: 15%) of total research and development costs. €9.66 million), mainly due to increased investment income of
€18.25 million (2018: €10.08 million).

8.3 Development of business The productive utilisation rate of operating business (without holding
activities) of GFT Technologies SE fell by eleven percentage points
In the financial year 2019, total revenue amounted to €86.40 million from 80% to 69%. The productive utilisation rate is a non-financial
and was thus €8.45 million, or 11%, above the prior-year figure of performance indicator. It refers solely to the use of production staff
€77.95 million. Taking into account the change in work in progress in client projects and does not include any sales activities or internal
and other operating income, total performance however fell year on projects.
year by €3.22 million, or 4%, in the reporting period.
Earnings position by income and expense items
EBT of GFT Technologies SE increased year on year by €5.62 mil- Changes in inventories of work in progress decreased by €11.63 mil-
lion, or 58%, to €15.28 million (2018: €9.66 million) and thus signifi- lion to €- 6.35 million in the financial year 2019 (2018: €5.28 million).
cantly exceeded the forecast, which anticipated a slight decline. In The reduction in changes in inventories of work in progress was
the reporting period, EBT significantly benefited from investment mainly due to closing-date effects for projects already completed
income of €18.25 million (2018: €10.08 million) which more than or accepted,
offset the decrease in earnings from operating activities.
At €6.77 million, other operating income was largely unchanged
The productive utilisation rate of operating business in Germany from the previous year (2018: €6.80 million).
amounted to 69% in the financial year and was well below the pri-
or-year figure of 80%.
GFT Annual Report 70
2019

The cost of purchased services decreased by 20% to €26.51 million 8.7 Asset position
in the financial year 2019 (2018: €33.02 million), due mainly to the
slight decline in operating business. The Spanish subsidiary GFT IT The balance sheet total of GFT Technologies SE fell slightly by 3%
Consulting S. L. is still the most important supplier. The ratio of cost or €5.52 million to €207.03 million as of 31 December 2019. The
of purchased services to revenue decreased to 31% (2018: 42%), as main changes compared to the previous year are presented below.
services were increasingly performed by GFT’s own staff during the
reporting period. Non-current assets increased during the year by €15.01 million to
€162.78 million (31 December 2018: €147.77 million). The increase is
Mainly as a result of newly hired staff, personnel expenses increased mainly due to the addition of shares in affiliated companies amount-
year on year by 5% to €36.44 million in the reporting period (2018: ing to €7.64 million due to the acquisition of AXOOM GmbH. The
€34.74 million). The increase in headcount was in connection with refinancing of intercompany loans also resulted in an increase in
the expansion of digital service offerings for existing and industrial loans to affiliated companies of €6.94 million.
clients, as well as an increase in corporate functions.
Inventories fell year on year in line with the decrease in work in
In the reporting period, other operating expenses amounted to progress by €6.35 million to €3.78 million (31 December 2018:
€25.58 million and were thus 21% higher than in the previous year €10.13 million).
(2018: €21.14 million). Other operating expenses mainly comprised
expenses for services received, licence fees, legal and consult- Current assets as of 31 December 2018 decreased by €18.40 million
ing fees, expenses in connection with external finance and travel to €41.68 million (31 December 2018: €60.08 million). This decrease
expenses. The increase in the financial year 2019 was due in partic- is due in particular to lower receivables from affiliated companies
ular to higher administrative expenses for services purchased from in connection with the refinancing of intercompany loans, which
subsidiaries. amounted to €22.15 million as of the balance sheet date (31 Decem-
ber 2018: €30.95 million). At €9.25 million, trade receivables were
The financial result improved by €8.45 million to €18.56 mil- slightly up on the previous year (31 December 2018: €8.39 million),
lion in the financial year 2019 (2018: €10.11 million). The improve- while other assets declined to €0.90 million (31 December 2018:
ment resulted in particular from increased investment income of €3.09 million).
€18.25 million (2018: €10.08 million), as well as a rise in income from
loans of financial assets amounting to €1.83 million (2018: €1.32 mil- On the liabilities side, shareholders’ equity increased by €7.35 mil-
lion). There was an opposing effect in particular from the decline lion to €72.52 million in the reporting period (31 December 2018:
in other interest and similar income of €0.46 million. Investment €65.17 million) The increase was largely due to net income of
income in 2019 resulted from dividend payments of the Spanish €15.25 million (2018: €9.36 million). There was an opposing nega-
and UK subsidiaries. tive effect on equity from the dividend payment to shareholders of
€7.90 million (2018: €7.90 million). The equity ratio at the end of the
Income taxes totalled €0.02 million (2018: €0.30 million). The reporting period amounted to 35% and was thus four percentage
imputed tax ratio in the financial year 2019 was 0% (2018: 3%). points higher than in the previous year (31 December 2018: 31%).

Annual net income rose by €5.89 million to €15.25 million (2018: As of 31 December 2019, provisions amounted to €8.92 million and
€9.36 million). were thus €2.32 million lower than in the previous year (31 Decem-
ber 2018: €11.24 million). The decrease was largely due to the decline
in other provisions to €7.55 million (31 December 2018: €9.66 mil-
8.6 Financial position lion), primarily in connection with lower performance-related staff
remuneration.
The financial management of GFT Technologies SE ensures the per-
manent liquidity of all Group companies. Please refer to section 2.7 Liabilities as of 31 December 2019 decreased by €10.98 million to
Financial position for a more detailed description of the GFT Group’s €125.15 million (31 December 2018: €136.13 million), mainly due to a
financial structure. decrease in bank liabilities. In the reporting period, bank liabilities
were reduced by €6.00 million and amounted to €108.50 million on
As of 31 December 2019, GFT Technologies SE held cash and the balance sheet date (31 December 2018: €114.50 million). Within
cash equivalents amounting to €5.60 million (31 December 2018: liabilities, advance payments on orders in particular declined by
€7.52 million). Cash outflow in the financial year 2019 resulted mainly €6.91 million to €4.30 million (31 December 2018: €11.21 million).
from the financing of purchase price payments for the acquisition of This development is related to the decrease in work in progress.
AXOOM GmbH as well as increased Group financing of subsidiaries.
Due in particular to the decrease in borrowing, the debt ratio of
The net liquidity of GFT Technologies SE – a product of cash and GFT Technologies SE fell by four percentage points to 65% as of
cash equivalents disclosed in the balance sheet less bank borrow- 31 December 2019 (31 December 2018: 69%).
ing – improved slightly from €−106.98 million in the previous year
to €−102.90 million as of 31 December 2019.
71 Combined Management Report

8.8 Overall assessment 8.10 Forecast report

In the financial year 2019, the earnings trend of GFT Technologies SE The future business trend of GFT Technologies SE is largely sub-
was dominated by dividends from foreign subsidiaries totalling ject to the same influencing factors as those of the GFT Group.
€18.25 million (2018: €10.08 million), which more than offset the Detailed information on the expected macro-economic and sector
decline in earnings from operating activities. As a consequence, developments, as well as the development of the GFT Group, and
EBT increased to €15.28 million (2018: €9.66 million) – despite a the assumptions on which Group guidance is based is provided in
year-on-year decline in total performance of 4%. section 7 Forecast Report. The future earnings position of GFT Tech-
nologies SE is based on the earnings situation of the GFT Group and
As of 31 December 2019, GFT Technologies SE had an equity ratio the decisions regarding the distribution of intra-group dividends.
of 35% (2018: 31%) and thus continued to have a solid capital and
balance sheet structure. For the financial year 2020, revenue and EBT of GFT Technologies
SE was originally expected to be slightly below the level of 2019. The
The economic position of GFT Technologies SE is still dominated by expected decline in the operating result, due mainly to increased
its operating activities and those of its subsidiaries. GFT Technolo- investments in staffing for the expansion of digital service offerings
gies SE participates in the operating results of its subsidiaries via for industrial clients, will only be offset in part by investment income.
dividend payments. As a result, the economic position of GFT Tech- Due to the macroeconomic consequences of the Covid-19 pandemic,
nologies SE is fundamentally the same as that of the GFT Group, as further negative effects on business and the financial position and
explained in section 2.9. performance of GFT Technologies SE are anticipated.

Stuttgart, 7 April 2020


8.9 Risk and opportunity report
GFT Technologies SE
The business development of GFT Technologies SE is mainly subject The Managing Directors
to the same risks and opportunities as the GFT Group. In principle,
GFT Technologies SE participates in the risks of its subsidiaries in
proportion to its respective shareholding. The risks and opportunities
are described in sections 3 Risk Report and 4 Opportunity Report. Marika Lulay Dr Jochen Ruetz
In addition, legal or contractual contingencies, in particular financ- CEO CFO
ing, charges and write-downs on shares in affiliated companies may
result from relationships with the company’s investments.
GFT Annual Report 72
2019
73

Consolidated Financial Statements (IFRS)

Consolidated Balance Sheet 74

Consolidated Income Statement 76

Consolidated Statement of Comprehensive Income 77

Consolidated Statement of Changes in Equity 78

Consolidated Cash Flow Statement 80

Notes to the Consolidated Financial Statements 81

1 General information 81
2 Accounting methods 81
3 Composition of the Group 97
4 Explanations on items of the
consolidated balance sheet 100
5 Explanations on items of the
consolidated income statement 114
6 Explanations on items of the
consolidated statement of comprehensive income 118
7 Explanations on items of the
consolidated cash flow statement 119
8 Segment reporting 120
9 Other disclosures 122

Responsibility Statement 134

Independent Auditor’s Report 135


GFT Annual Report 74
2019

Consolidated Balance Sheet


as at 31 December 2019, GFT Technologies SE

Assets
in € Note 31/12/2019 31/12/2018 1
Non-current assets
Goodwill 4.1 118,659,143.65 112,994,212.45
Other intangible assets 4.2 22,126,664.83 26,697,279.93
Property, plant and equipment 4.3 76,779,652.91 26,585,119.74
Other financial assets 4.4 955,531.60 754,985.33
Deferred tax assets 4.5 9,241,308.85 8,152,157.82
Income tax assets 4.5 441,085.60 1,037,926.35
Other assets 4.4 4,012,128.46 2,798,337.65
232,215,515.90 179,020,019.27

Current assets
Inventories 4.6 171,676.80 159,549.22
Trade receivables 4.7 114,020,487.58 95,390,886.70
Contract assets 4.8 15,731,940.37 14,083,478.02
Cash and cash equivalents 7 56,143,932.27 61,569,726.64
Other financial assets 4.4 1,841,853.84 1,068,826.39
Income tax assets 4.5 7,093,039.20 6,756,612.89
Other assets 4.4 8,617,329.27 14,502,998.57
203,620,259.33 193,532,078.43

435,835,775.23 372,552,097.70

1 The GFT Group has initially applied IFRS 16 at 1 January 2019. Under the modified retrospective transition method chosen, comparative information is
not restated.
75 Consolidated Financial Statements

Equity and liabilities


in € Note 31/12/2019 31/12/2018 1
Shareholders’ equity
Share capital 4.9 26,325,946.00 26,325,946.00
Capital reserve 4.9 42,147,782.15 42,147,782.15
Retained earnings 4.9 67,590,439.82 65,544,266.23
Other reserves 4.9 –2,922,395.55 –6,903,723.71
133,141,772.42 127,114,270.67

Non-current liabilities
Financing liabilities 4.12 98,444,626.79 105,944,626.79
Other financial liabilities 4.13 43,470,371.89 0.00
Provisions for pensions 4.10 9,494,464.32 6,952,004.11
Other provisions 4.11 1,332,487.21 1,694,524.00
Deferred tax liabilities 4.5 4,342,460.83 5,017,851.70
157,084,411.04 119,609,006.60

Current liabilities
Trade payables 4.12 9,499,521.75 13,701,878.77
Financing liabilities 4.12 16,500,000.00 15,299,216.49
Other financial liabilities 4.13 14,074,187.51 3,197,493.83
Other provisions 4.11 36,357,594.23 35,895,512.80
Income tax liabilities 4.5 4,532,531.35 3,471,409.54
Contract liabilities 4.8 38,840,153.83 32,577,950.12
Other liabilities 4.13 25,805,603.10 21,685,358.88
145,609,591.77 125,828,820.43

435,835,775.23 372,552,097.70

1 The GFT Group has initially applied IFRS 16 at 1 January 2019. Under the modified retrospective transition method chosen, comparative information is
not restated.
GFT Annual Report 76
2019

Consolidated Income Statement


for the financial year 2019, GFT Technologies SE

in € Note 2019 2018 1


Revenue 5.1 428,979,446.33 412,825,255.80
Own work capitalised 157,247.48 0.00
Other operating income 5.2 13,059,950.10 9,559,321.04 2

Cost of purchased services 5.3 46,426,500.03 54,049,328.89


Personnel expenses 5.4 297,326,607.50 268,184,294.24
Other operating expenses 5.6 53,554,362.98 62,630,548.10 2

Result from operating activities before depreciation and amortisation 44,889,173.40 37,520,405.61
Depreciation and amortisation of intangible assets and property, plant and
equipment 5.5 23,563,445.64 12,723,368.77
Result from operating activities 21,325,727.76 24,797,036.84
Result of investments accounted for using the equity method 3.1 0.00 –75,000.00
Interest income 575,147.58 191,795.94
Interest expenses 3,168,550.91 2,277,259.81
Financial result 5.8 –2,593,403.33 –2,160,463.87
Earnings before taxes 18,732,324.43 22,636,572.97
Income taxes 5.9 5,072,210.86 2,660,988.33
Net income for the year 13,660,113.57 19,975,584.64
Earnings per share – basic 5.10 0.52 0.76

1 The GFT Group has initially applied IFRS 16 at 1 January 2019. Under the modified retrospective transition method chosen, comparative information is
not restated.
2 Adjusted, refer to note 2.3
77 Consolidated Financial Statements

Consolidated Statement of Comprehensive Income


for the financial year 2019, GFT Technologies SE

in € Note 2019 2018 1


Net income for the year 13,660,113.57 19,975,584.64
Items that will not be reclassified to the income statement
Remeasurement of defined benefit plans 4.10 –1,710,418.12 1,554,018.29
Income taxes on remeasurement of defined benefit plans 6 337,341.29 –342,753.60
Items that may be reclassified to the income statement
Currency translation 6 3,981,328.16 –893,368.88
Other comprehensive income 2,608,251.33 317,895.81
Total comprehensive income 16,268,364.90 20,293,480.45

1 The GFT Group has initially applied IFRS 16 at 1 January 2019. Under the modified retrospective transition method chosen, comparativ information is not
restated.
GFT Annual Report 78
2019

Consolidated Statement of Changes in Equity


as at 31 December 2019, GFT Technologies SE

Note Share capital Capital reserve

in €
Balance at 1 January 2018 2 26,325,946.00 42,147,782.15
Effect from adoption of IFRS 9 – –
Balance at 1 January 2018 adjusted 26,325,946.00 42,147,782.15
Net income for the year – –
Other comprehensive income – –
Total comprehensive income – –
Dividends to shareholders – –
Dividends to non-controlling interets – –
Balance at 31 December 2018 26,325,946.00 42,147,782.15

Balance at 1 January 2019 3 26,325,946.00 42,147,782.15


Effect from adoption of IFRS 16 2.3 – –
Balance at 1 January 2019 adjusted 26,325,946.00 42,147,782.15
Net income for the year – –
Other comprehensive income – –
Total comprehensive income – –
Dividends to shareholders 4.9 – –
Balance at 31 December 2019 26,325,946.00 42,147,782.15

1 Retained earnings also include items that will not be reclassified to the Consolidated Income Statement. Actuarial gains/losses from the remeasure-
ment of defined benefit plans amount to € –1,373,076.83 net of tax in 2019 (2018: €1,211,264.69).
2 The GFT Group has initially applied IFRS 9 and IFRS 15 at 1 January 2018. Under the modified retrospective transition method chosen, comparativ
information is not restated.
3 The GFT Group has initially applied IFRS 16 at 1 January 2019. Under the modified retrospective transition method chosen, comparativ information is
not restated.
79 Consolidated Financial Statements

Retained earnings 1 Other reserves Total equity


Currency
translation
52,858,848.19 –6,010,354.83 115,322,221.51
–184,049.38 – –184,049.38
52,674,798.81 –6,010,354.83 115,138,172.13
19,975,584.64 – 19,975,584.64
1,211,264.69 –893,368.88 317,895.81
21,186,849.33 –893,368.88 20,293,480.45
–7,897,783.80 – –7,897,783.80
–419,598.11 – –419,598.11
65,544,266.23 –6,903,723.71 127,114,270.67

65,544,266.23 –6,903,723.71 127,114,270.67


–2,343,079.35 – –2,343,079.35
63,201,186.88 –6,903,723.71 124,771,191.32
13,660,113.57 – 13,660,113.57
–1,373,076.83 3,981,328.16 2,608,251.33
12,287,036.74 3,981,328.16 16,268,364.90
–7,897,783.80 – –7,897,783.80
67,590,439.82 –2,922,395.55 133,141,772.42
GFT Annual Report 80
2019

Consolidated Cash Flow Statement


for the financial year 2019, GFT Technologies SE

in € Anhangangabe 2019 2018 1


Net income for the year 13,660,113.57 19,975,584.64
Income taxes 5.9 5,072,210.86 2,660,988.33
Interest income 5.8 2,593,403.33 2,085,463.87
Interest received 37,151.47 152,888.89
Interest paid –1,757,947.88 –1,587,050.02
Income taxes paid –573,584.58 939,921.27
Depreciation and amortisation of intangible assets and property, plant and
equipment 5.5, 9.2 23,563,445.64 12,723,368.77
Net proceeds on disposal of intangible assets and property, plant and
equipment 373,598.53 128,787.55
Other non-cash expenses and income 488,881.73 –564,246.41
Change in trade receivables –18,629,600.88 5,714,095.13
Change in contract assets –1,648,462.35 1,651,265.62
Change in other assets 2,857,440.60 –819,412.40
Change in provisions 2,642,504.85 –6,039,538.49
Change in trade payables –4,202,357.02 –767,739.30
Change in contract liabilities 6,262,203.71 8,296,992.52
Change in other liabilities 5,445,652.64 279,430.15
Cash flow from operating activities 36,184,654.22 44,830,800.12

Proceeds from disposal of property, plant and equipment 12,839.28 37,446.11


Capital expenditure for intangible assets 4.2 –1,657,307.24 –1,809,943.03
Capital expenditure for property, plant and equipment 4.3 –4,621,507.71 –3,086,586.71
Cash outflows for acquisitions of consolidated companies
net of cash and cash equivalents acquired 3.2, 7 –7,625,123.26 –48,869,915.96
Cash flow from investing activities –13,891,098.93 –53,728,999.59

Proceeds from borrowing 7 9,000,000.00 15,000,000.00


Cash outflows from loan repayments 7 –15,299,216.49 –5,316,610.58
Cash outflows from repayment of lease liabilities 9.2 –12,849,531.14 0.00
Dividends to shareholders 4.9 –7,897,783.80 –7,897,783.80
Dividends to non-controlling interests 2 0.00 –3,350,591.37
Cash flow from financing activities –27,046,531.43 –1,564,985.75

Effect of foreign exchange rate changes on cash and cash equivalents –672,818.23 –213,313.68

Net increase in cash and cash equivalents –5,425,794.37 –10,676,498.90

Cash and cash equivalents at beginning of period 61,569,726.64 72,246,225.54

Cash and cash equivalents at end of period 7 56,143,932.27 61,569,726.64

1 The GFT Group has initially applied IFRS 16 at 1 January 2019. Under the modified retrospective transition method chosen, comparative information is
not restated.
2 Redemption of dividend liability
81 Consolidated Financial Statements

Notes to the consolidated financial statements


for the financial year 2019, GFT Technologies SE

1 General information 2 Accounting methods


The consolidated financial statements of GFT Technologies SE and
its subsidiaries for the financial year ending 31 December 2019 have 2.1 Basis of preparation of the financial
been drawn up in accordance with the International Financial Report- statements
ing Standards (IFRS), as they are to be applied in the European Union
(EU), and the additional requirements of German commercial law The consolidated financial statements of the GFT Group were
pursuant to section 315e (1) of the German Commercial Code (HGB). prepared in accordance with the International Financial Reporting
Standards (IFRS) as applicable in the European Union (EU).
GFT Technologies SE is a European public limited company (Societas
Europea, SE) with headquarters in Stuttgart, Germany. The com- The consolidated financial statements of GFT Technologies SE are
pany is registered in the Commercial Register of the District Court prepared in euros (€). Unless stated otherwise, figures are stated
of Stuttgart under number HRB 753709 with its registered offices in thousands of euros (€ thousand). Amounts are rounded using
at Schelmenwasenstrasse 34, 70567 Stuttgart. The GFT Technolo- standard commercial methods.
gies SE share is listed in the Prime Standard segment of the Frankfurt
Stock Exchange and is publicly traded. GFT Technologies SE is the With the exception of certain items, e. g. financial assets at fair value
ultimate parent company of the GFT Group, an international tech- through profit or loss, derivative financial instruments or hedged
nology partner for digital transformation in the banking, insurance items, contingent consideration from business combinations, as
and industrial sectors. Its range of services includes consulting for well as pensions and similar obligations, the consolidated financial
the development and implementation of innovative IT strategies, statements have been prepared in accordance with the principle of
the development of customer-specific solutions, the implementa- historical cost. The valuation methods applied for the exceptions
tion of sector-specific standard software and the maintenance and are described below.
further development of business-critical IT solutions. The functional
currency of GFT Technologies SE is the euro. The presentation of the consolidated balance sheet distinguishes
between current and non-current assets and liabilities. Assets and
The consolidated financial statements for the year ending 31 Decem- liabilities are classified as current if they fall due within one year
ber 2019 were approved and released for publication by the Admin- or within a longer normal business cycle. Deferred tax assets and
istrative Board on 7 April 2020. liabilities, as well as assets and provisions for pensions and similar
obligations are presented as non-current items. The consolidated
income statement has been prepared using the nature of expense
method.

The GFT Group has consistently applied the following accounting


methods to all periods presented in these consolidated financial
statements unless otherwise stated. Changes in accounting methods
in these consolidated financial statements are described in note 2.3.

The consolidated financial statements contain comparative informa-


tion for the previous reporting period. In addition, the GFT Group
reports an additional balance sheet at the beginning of the previous
reporting period if an accounting method is applied retrospectively
or items in the financial statements are adjusted or reclassified ret-
roactively.
GFT Annual Report 82
2019

2.2 Discretionary decisions, estimates and ■ acquisition of subsidiaries: determination of the fair value of the
assumptions consideration transferred (including contingent consideration)
as well as the preliminary determination of the fair values of
The preparation of the consolidated financial statements requires identifiable assets acquired and liabilities assumed;
management to make judgements, estimates and assumptions to ■ impairment test of goodwill and other intangible assets: signifi-
a certain extent. These may affect the amount and presentation of cant underlying assumptions used to determine the recoverable
assets and liabilities recognised in the balance sheet, disclosures amount.
of contingent assets and liabilities as of the balance sheet date, and ■ determination of the marginal borrowing rate for leases: esti-
disclosed income and expenses for the reporting period. Due to the mating the incremental borrowing rate using observable input
uncertainty associated with these assumptions and estimates, actual data (e. g. market interest rates), if available, and taking into
results in future periods could lead to significant adjustments in the account company-specific factors (e. g. individual credit rating
carrying amounts of the assets or liabilities concerned. of the subsidiary).
■ allowance for expected credit losses on trade receivables
Discretionary decisions, estimates and underlying assumptions and contract assets: key assumptions used to determine the
are based on experience and are reviewed by management on an weighted average loss rate;
ongoing basis. Revisions to estimates are recognised prospectively. ■ revenue recognition: estimate of the stage of completion of
unfinished customer projects;
Discretionary decisions ■ recognition of deferred tax assets: availability of future taxable
Discretionary decisions must be taken when applying accounting income against which deductible temporary differences and tax
methods. The following material items in the consolidated financial loss carryforwards can be utilised;
statements of GFT Technologies SE are affected by discretionary ■ recognition and measurement of provisions and contingent
decisions: assets and liabilities: significant assumptions about the prob-
ability and extent of an inflow or outflow of economic benefits
■ Revenue recognition: recognising revenue for fixed-price con-
tracts in connection with the development of client-specific IT The Group’s assumptions and estimates are based on parameters
solutions and the implementation of sector-specific standard available at the time the consolidated financial statements were
software over a period of time or on a specific date. prepared. However, these conditions and assumptions about future
■ Lease term: determining the term of leases with extension and developments may change as a result of market movements and
termination options where the GFT Group is the lessee. conditions outside the sphere of influence of the GFT Group. Such
changes are only reflected in the assumptions when they occur.
Information on discretionary decisions taken by the GFT Group with
regard to the two items above can be found in note 2.6.
2.3 Changes in accounting methods
Estimates and assumptions
The most important future-related assumptions and other key Changes to the accounting methods in these consolidated finan-
sources of estimation uncertainty as of the balance sheet date with cial statements result from the initial application of new accounting
a significant risk of causing a material adjustment to the carrying regulations resulting from new and amended IFRS standards and
amounts of assets and liabilities within the next financial year are interpretations and with regard to the disclosure of foreign currency
described in the accounting methods applied (see note 2.6) and in gains and losses.
the notes to the consolidated balance sheet (see note 4) and to the
income statement (see note 5). New accounting regulations
As of 1 January 2019, the GFT Group applied IFRS 16 Leases for the
The main application areas for estimates and assumptions when first time. The nature and effects of the changes resulting from the
applying accounting methods in the financial statements of the initial adoption of this new accounting standard are described below.
GFT Group are:
The other new IFRS pronouncements (endorsed by the EU) to be
applied for the first time as of 1 January 2019 (IFRIC 23 Uncertainty
over Income Tax Treatments, amendments to IFRS 9 Prepayment
Features with Negative Compensation, amendments to IAS 28 Long-
term Interests in Associates and Joint Ventures, amendments to
IAS 19 Plan Amendment, Curtailment or Settlement, Annual Improve-
ments 2015-2017 Amendments to IFRS 3, IFRS 11, IAS 12 and IAS 23)
had no or only an insignificant impact on the financial position and
performance of the GFT Group as of 31 December 2019.
83 Consolidated Financial Statements

The GFT Group has not prematurely applied any new or amended The lessor’s accounting treatment remains essentially unchanged;
IFRS standards or interpretations which have been published but the previous regulations pursuant to IAS 17 were adopted almost
not yet come into force. unchanged by IFRS 16.

IFRS 16 Leases The GFT Group applied IFRS 16 for the first time as of 1 January 2019.
In January 2016, the International Accounting Standards Board The modified retrospective method was adopted on initial applica-
(IASB) issued the new standard IFRS 16 Leases, which supersedes tion, whereby the cumulative effect is recognised as an adjustment
IAS 17 Leases and the related interpretations IFRIC 4 Determining to equity in the opening balance sheet. The transition effects of
Whether an Arrangement Contains a Lease, SIC-15 Operating €2,343 thousand were reported cumulatively in retained earnings
Leases – Incentives and SIC-27 Evaluating the Substance of Trans- within equity. In accordance with the transitional provisions, pri-
actions in the Legal Form of a Lease. IFRS 16 abolishes the previous or-year figures have not been restated.
classification of leases as operating and finance leases for lessees.
Instead, IFRS 16 introduces a uniform accounting model under which The GFT Group applied the following practical expedients for the
lessees are required to recognise an asset for the right of use (right- lessee permitted by IFRS 16 on transition to the new standard:
of-use asset) and a lease liability for the outstanding rental payments
in the balance sheet for all leases. As a result, previously unrec- ■ For leases previously classified as operating leases pursuant to
ognised leases will in future have to be recognised in the balance IAS 17, the lease liability was recognised at the present value of
sheet – largely in the same way as finance leases today. the outstanding lease payments, discounted at the incremental
borrowing rate as of 1 January 2019. The weighted average
IFRS 16 grants an option not to recognise right-of-use assets and incremental borrowing rate was 1.83%.
lease liabilities for leases with a term of up to twelve months (short- ■ No impairment test was conducted. Temporary adjustments
term leases) and for leases of low-value assets (so-called small ticket to right-of-use assets at the time of initial application by the
leases). The GFT Group exercises these options. The lease payments amount recognised as a provision for encumbered leases as
associated with these leases are recognised as an expense either at 31 December 2018 were not necessary as they did not exist.
on a straight-line basis over the lease term or on another systematic ■ Leases which expired no later than 31 December 2019 were
basis. recognised as short-term leases, irrespective of the original
contract term.
Right-of-use assets disclosed in property, plant and equipment are ■ The initial direct costs were disregarded when measuring the
carried at cost less accumulated depreciation and any impairment right-of-use asset at the time of initial application.
losses. The cost of the right-of-use asset is measured as the present ■ When determining the term of a contract with extension or
value of all future lease payments plus any lease payments made termination options, current knowledge was taken into account.
at or before the inception of the lease, contract signing costs and
the estimated cost of dismantling or restoring the leased asset. All As lessee, the GFT Group mainly rents land and buildings, office
leasing incentives received are deducted. In this connection, the premises, car parks and vehicles. In the course of the transition to
GFT Group exercises the option to regard payments for non-leasing IFRS 16, the GFT Group recognised right-of-use assets for leased
components, e. g. for service, as lease payments. If the lease pay- items and lease liabilities as of 1 January 2019 as well as the differ-
ments to be taken into account also include the transfer of ownership ence in retained earnings. The effects at the time of transition are
of the underlying asset at the end of the lease term, including the summarised below:
exercise of a purchase option, the asset is depreciated over its useful
economic life. Otherwise, the right-of-use asset is depreciated over Effects from initial application of IFRS 16
the term of the lease.
in € thousand 01/01/2019
Right-of-use assets –
Initial recognition of lease liabilities allocated to other financial liabil- property, plant and equipment 63,696
ities is determined as the present value of the lease payments to be
Deferred tax assets 413
made less advance payments made. In subsequent measurement,
Retained earnings −2,343
the carrying amount of the lease liability is increased by accrued
interest and decreased by the lease payments made without affect- Non-current lease liabilities –
other financial liabilities 56,221
ing income.
Current lease liabilities –
other financial liabilities 10,231
Depreciation of the right-of-use asset is disclosed as depreciation
on property, plant and equipment in the consolidated income state-
ment. Interest accrued on the lease liability is disclosed as an interest
expense. Expenses incurred by leases classified as operating leases
were previously disclosed primarily under other operating expenses
in accordance with IAS 17.
GFT Annual Report 84
2019

Based on the other financial obligations from rental and lease 2.4 Consolidation principles
agreements as of 31 December 2018, the following reconciliation to
the opening balance sheet amounts of lease liabilities as at 1 Janu- Subsidiaries
ary 2019 was made. The consolidated financial statements comprise the financial state-
ments of GFT Technologies SE and the financial statements of all
Reconciliation to lease liabilities pursuant to IFRS 16 subsidiaries over which GFT Technologies SE can exercise direct
or indirect control. Control exists when the parent company has
in € thousand
decision-making power over the subsidiary based on voting rights
Other financial obligations from rental and
lease agreements pursuant to IAS 17 as of
or other rights, participates in variable positive and negative returns
31 December 2018 67,054 of the subsidiary and can influence these returns through its deci-
Practical expedient for short-term leases −27 sion-making power.
Practical expedient for leases of low-value
assets −286 The consolidation of a subsidiary begins on the day on which
Payments for non-leasing components 4,937 the GFT Group gains control of the subsidiary. It ends when the
Group loses control of the subsidiary. Assets, liabilities, income and
Obligations from operating leases
(not discounted) 71,678 expenses of a subsidiary acquired or disposed of during the report-
Effect from discounting −5,226 ing period are recognised in the consolidated financial statements
from the date on which the Group gains control of the subsidiary
Carrying amount of lease liabilities pursuant
to IFRS 16 as of 1 January 2019 66,452 until the date on which control ceases.

Changes in shares in subsidiaries that decrease or increase the


There were no leases which were carried as finance leases pursuant shareholding of the GFT Group without a change in control are
to IAS 17 until 31 December 2018. shown as transactions between equity providers with no effect on
income.
Presentation of currency gains/losses
In these consolidated financial statements, the GFT Group has If the GFT Group loses control over a subsidiary, it derecognises the
adjusted its method of presenting income and expenses from cur- assets and liabilities of the subsidiary and all related non-controlling
rency translation recognised in profit or loss. Effects from currency interests and other equity components. Any resulting gain or loss
translation affecting profit or loss were previously reported at the is recognised in the income statement. Any retained interest in the
level of the respective Group company, depending on the overhang. former subsidiary is measured at fair value as of the date on which
A positive overhang of currency translation differences per Group control is lost.
company was disclosed under “Other operating income” and a neg-
ative overhang under “Other operating expenses”. The financial statements of the consolidated subsidiaries included
in the consolidated financial statements are prepared as of the
The GFT Group decided to change its accounting policy for the balance sheet date of the consolidated financial statements. The
recognition of currency gains and losses with effect from 1 Janu- financial statements of GFT Technologies SE and its subsidiaries
ary 2019. From now on, realised and unrealised gains and losses included in the consolidated financial statements are prepared in
from currency translation are stated at their gross value and thus accordance with uniform recognition and measurement principles.
not offset at the level of the respective Group company in the All intragroup assets and liabilities, equity, income and expenses
consolidated income statement. The GFT Group believes that the and cash flows from transactions between the companies included
non-netted disclosure of currency effects provides more relevant in the consolidated financial statements are eliminated in full on
information for the reader of these financial statements and is more consolidation. Income tax consequences during consolidation are
in line with the accounting methods of its competitors. taken into account by recognising deferred taxes.

The GFT Group has applied this change to its accounting policy Non-controlling interests in equity and total comprehensive income
retrospectively. The corresponding comparative figures in the con- for the period are disclosed separately from the proportion attribut-
solidated income statement were restated. The adjustment of com- able to shareholders of GFT Technologies SE.
parative figures in the consolidated income statement resulted in
an increase in other operating income, as well as in other operating
expenses, of €3,176 thousand each.
85 Consolidated Financial Statements

Shares in associated companies 2.5 Currency translation


Shares in associated companies are accounted for using the
equity method. Associated companies are companies in which the Business transactions in foreign currency
GFT Group has a significant influence but not control or joint control Foreign currency transactions in the separate financial statements
over the financial and operating policies. As a rule, significant influ- of Group companies are translated into the functional currency – if
ence is exerted when the company holds direct or indirect voting different from the local currency in the country of domicile – at the
rights of between 20% and 50%. relevant mean spot exchange rates at the time of the transaction.
Exchange rate gains or losses from the measurement of monetary
Investments in financial assets accounted for using the equity items in foreign currency at the closing rate in the period up to the
method are initially recognised at cost, which includes transaction balance sheet date are recognised in profit or loss under other oper-
costs. After initial recognition, the consolidated financial statements ating income or other operating expenses.
include the Group’s share of the comprehensive income of financial
assets accounted for using the equity method until the date on which Currency differences from foreign currency loans are excluded
significant influence or joint control ceases. from recognition in profit or loss if they are designated as part of
a net investment in a foreign operation, i. e. if repayment is neither
The financial statements of associated companies are prepared planned nor likely to occur in the foreseeable future. Such currency
as of the same reporting date as the consolidated financial state- differences are recognised directly in equity under other compre-
ments. Where necessary, adjustments are made to uniform Group hensive income and only reclassified to the income statement on a
accounting methods. Unrealised profits and losses from transactions cumulative basis when the loan is redeemed or on disposal of the
between the GFT Group and associated companies are eliminated operating business.
according to the share in the associated company.
Non-monetary items in a foreign currency are carried at historical
exchange rates.

Group companies
The separate financial statements of foreign Group companies
are translated into euros in accordance with IAS 21 The Effects of
Changes in Foreign Exchange Rates using the functional currency
concept. The functional currency of the operating companies is
generally the respective local currency, as the foreign companies
operate their business independently in financial, economic and
organisational terms. Assets and liabilities are translated at the clos-
ing rate on the balance sheet date, while equity is carried at historical
exchange rates. The income statements are translated into euros at
the corresponding average exchange rates for the period. The result-
ing translation differences are recognised in other comprehensive
income and reported in other reserves in equity. On disposal of a
foreign subsidiary, the corresponding amount accumulated in equity
up to that date is reclassified to profit or loss as part of the gain or
loss on disposal. A prorated reclassification to profit or loss is also
made in the event of a capital repayment without reducing the stake.
The share of equity in foreign associated companies is translated in
accordance with the procedure described for subsidiaries.

Any goodwill arising on the acquisition of a foreign operation and


any fair value adjustments to the carrying amounts of assets and lia-
bilities arising on the acquisition of that foreign operation are treated
as assets and liabilities of the foreign operation and translated at the
spot rate on the reporting date.

The following table shows the most important foreign exchange


rates used to translate the separate financial statements in foreign
currencies.
GFT Annual Report 86
2019

Foreign exchange rates In the case of put options or tender rights of non-controlling interests,
the share of total comprehensive income for the period attributable
Rate on reporting date Average rate
to the non-controlling interests and the dividend payments to the
31/12/ 31/12/ 31/12/ 31/12/
in € 2019 2018 2019 2018
non-controlling interests are presented during the year as a change
in equity. On the balance sheet date, the non-controlling interests for
BRL Brazil 4.5157 4.4440 4.4103 4.2942
which a put option or tender right exists are reclassified to financial
CAD Canada 1.4598 1.5605 1.4855 1.5298
liabilities. The financial liability is measured at the present value of
CHF Switzerland 1.0854 1.1269 1.1125 1.1547 the repayment amount. Differences between the carrying amount
GBP UK 0.8508 0.8945 0.8769 0.8848 of non-controlling interests and the present value of the repayment
MXN Mexico 21.2224 22.4921 21.5471 22.6860 amount are recognised directly in equity.
PLN Poland 4.2568 4.3014 4.2966 4.2620
USD USA 1.1234 1.1450 1.1193 1.1799
Goodwill
The goodwill resulting from a business combination is initially
measured at cost (being the excess of the aggregate of the consid-
eration transferred and the amount recognised for non-controlling
2.6 Significant accounting and valuation interests) and any previous interest held over the net identifiable
methods assets acquired and liabilities assumed (purchase price allocation).
If the fair value of the net assets acquired is in excess of the aggre-
Business combinations gate consideration transferred, the Group re-assesses whether it has
Business combinations are accounted for using the acquisition correctly identified all of the assets acquired and all of the liabilities
method. The cost of an acquisition is measured as the aggregate assumed and reviews the procedures used to measure the amounts
of the consideration transferred, which is measured at acquisition to be recognised at the acquisition date. If the reassessment still
date fair value, and the amount of any non-controlling interests in the results in an excess of the fair value of net assets acquired over the
acquiree. For each business combination, the Group elects whether aggregate consideration transferred, then the gain is recognised in
to measure the non-controlling interests in the acquiree at fair value profit or loss. Goodwill at subsidiaries is carried in their functional
or at the proportionate share of the acquiree’s identifiable net assets. currency.
Acquisition-related costs are expensed as incurred and included in
administrative expenses. After initial recognition, goodwill is measured at cost less any accu-
mulated impairment losses. Goodwill is not subject to scheduled
When the Group acquires a business, it assesses the financial assets amortisation, but is tested for impairment annually. A review is also
and liabilities assumed for appropriate classification and designation performed when events or circumstances arise that indicate that
in accordance with the contractual terms, economic circumstances the carrying amount may not be recoverable. Goodwill is tested
and pertinent conditions as of the acquisition date. This includes for impairment at the level of a cash-generating unit, which is gen-
the separation of embedded derivatives in host contracts by the erally represented by a segment. The cash-generating unit is the
acquiree. lowest level at which goodwill is monitored for internal management
­purposes.
Any contingent consideration to be transferred by the acquirer will
be recognised at fair value at the acquisition date. Contingent con- For the purpose of impairment testing, goodwill acquired in a busi-
sideration classified as equity is not remeasured and its subsequent ness combination is allocated to the cash-generating unit that is
settlement is accounted for within equity. Contingent consideration expected to benefit from the synergies of the business combination.
classified as an asset or liability that is a financial instrument and If the carrying amount of the cash-generating unit to which the good-
within the scope of IFRS 9 Financial Instruments, is measured at will was allocated exceeds its recoverable amount, an impairment
fair value with the changes in fair value recognised in the statement loss is recognised for the goodwill allocated to this cash-generating
of profit or loss in accordance with IFRS 9. Other contingent con- unit. The recoverable amount is the higher of the fair value less
sideration that is not within the scope of IFRS 9 is measured at fair costs to sell and the value in use of the cash-generating unit. Fair
value at each reporting date with changes in fair value recognised value is the recoverable amount from the sale at market conditions.
in profit or loss. The value in use is determined by discounting future cash flows
after taxes with a risk-adjusted discount rate (weighted average cost
of capital – WACC) after taxes. Specific peer group information for
beta factors, capital structure data and the cost of borrowing are
used to determine the risk-adjusted interest rate for impairment
test purposes. Periods not included in the planning calculations
are considered by recognising a terminal value. Various sensitivity
analyses are also conducted. These show that there is no need for
impairment even if the assumptions for key influencing factors are
less favourable than the original planning. If value in use is lower
than the carrying amount, fair value less disposal costs is also to
determine the recoverable amount.
87 Consolidated Financial Statements

The determination of the recoverable amount of a cash-generating Other intangible assets


unit to which goodwill has been allocated involves estimates by Intangible assets are measured at cost less accumulated amortisa-
management. The earnings forecast on the basis of these estimates tion. If necessary, accumulated impairment losses are recognised.
is influenced, for example, by the successful integration of acquired
companies, volatility on the capital markets, interest rate develop- Subsequent expenses are only capitalised if they increase the future
ments, fluctuations in exchange rates or expected economic devel- economic benefit of the asset to which they relate.
opments. The discounted cash flow valuations used to determine
the recoverable amount are subject to five-year projections based Intangible assets with a finite useful life are amortised on a straight-
on financial forecasts. The cash flow forecasts take past experience line basis over their expected useful lives. The expected useful life
into account and are based on management’s best estimate of future for licenses and similar rights is generally three to five years, except
developments. Cash flows beyond the planning period are extrapo- for intangible assets with finite useful lives acquired in business
lated using individual growth rates. The key assumptions on which combinations. These consist in particular of customer relationships
the calculation of fair value less costs to sell and value in use is with useful lives of between four-and-a-half and ten years for certain
based include estimated growth rates and weighted average cost of transactions.
capital. These estimates and the underlying methodology can have
a significant impact on the respective values and ultimately on the Development costs for software are capitalised if the recognition cri-
amount of a possible impairment of goodwill. teria of IAS 38 Intangible Assets are met. After initial recognition, the
asset is carried at cost less cumulative amortisation and cumulative
There are no reversals of impairment losses on amortised goodwill. impairment losses. Capitalised development costs include all directly
attributable direct costs as well as prorated attributable overheads
Where goodwill has been allocated to a cash-generating unit and and are amortised on a straight-line basis over the planned product
part of the operation within that unit is disposed of, the goodwill life (maximum five years).
associated with the disposed operation is included in the carrying
amount of the operation when determining the gain or loss on dis- The amortisation period for other intangible assets with finite useful
posal. Goodwill disposed in these circumstances is measured based lives is reviewed at least at the end of each financial year. Changes
on the relative values of the disposed operation and the portion of in the expected useful life are treated as a change in estimates.
the cash-generating unit retained.
The GFT Group reviews at each balance sheet date whether there
are any indications of impairment or impairment reversal of other
intangible assets. If such indications exist, the GFT Group makes an
estimate of the recoverable amount of the asset. The recoverable
amount is determined for each individual asset, unless the asset gen-
erates cash flows that are not largely independent of those of other
assets or groups of assets (cash-generating units). Other intangible
assets with indefinite useful lives are tested for impairment at least
once a year at the level of the cash-generating units. If the carrying
amount of an asset or cash-generating unit exceeds the recoverable
amount, an impairment loss is recognised for the difference. For
details on impairment testing, please see the comments in the above
subsection on goodwill.

On each balance sheet date, an assessment is made as to whether


an impairment loss recognised in prior periods no longer exists or
may have decreased. If this is the case, the GFT Group reverses the
impairment in part or in full, increasing the carrying amount to the
recoverable amount. However, the increased carrying amount may
not exceed the carrying amount that would have been determined
(net of scheduled amortisation) had no impairment loss been rec-
ognised in prior years.
GFT Annual Report 88
2019

Research and non-capitalised development costs GFT Group as lessee


Research and development expenses that do not have to be capi- Until 31 December 2018, the risks and rewards incidental to owner-
talised under IAS 38 Intangible Assets are recognised in the income ship of a leased asset were assessed to determine whether the les-
statement at the time they are incurred. see (finance lease) or the lessor (operating lease) was the beneficial
owner of the leased asset in accordance with IAS 17.
Borrowing costs
Borrowing costs are expensed as incurred unless they are directly In the case of an operating lease, the lease instalments or rental
attributable to the acquisition or production of a qualifying asset and payments were expensed in the income statement on a straight-line
are therefore included in the cost of that asset. basis. There were no assets carried as finance leases.

Property, plant and equipment As of 1 January 2019, the GFT Group applies a single recognition
Property, plant and equipment are carried at cost less accumulated and measurement approach for all leases (with the exception of
depreciation and impairment losses. short-term leases and leases of low-value assets). It recognises lease
liabilities for lease payments and right-of-use assets for the right to
Subsequent expenditure incurred after the property, plant and equip- use the underlying assets.
ment has been put into operation is only capitalised if it is probable
that the future economic benefits associated with the expenditure The GFT Group recognises right-of-use assets at the commence-
will flow to the GFT Group. Maintenance and repair costs for prop- ment date of the lease, i. e. the date on which the underlying asset is
erty, plant and equipment are generally expensed in the period in available for use. Right-of-use assets are measured at cost, less any
which they are incurred. accumulated depreciation and impairment losses. The acquisition
cost of the right-of-use asset is measured as the present value of all
The GFT Group applies the straight-line method of depreciation. future lease payments plus any lease payments made at or before
Scheduled depreciation of property, plant and equipment is based the inception of the lease, contract signing costs and the estimated
on the following useful lives of assets. cost of restoring the leased asset. All leasing incentives received
are deducted. In determining the cost of the right-of-use asset, the
Useful lives of property, plant and equipment GFT Group has elected to consider payments for non-lease compo-
nents, such as service, as lease payments.
Years
Buildings 40 – 50 Right-of-use assets are depreciated on a straight-line basis over
Improvements in buildings/leasehold the lease term. If the lease payments to be taken into account also
improvements 5 – 15 include the transfer of ownership of the underlying asset at the end
Operating and office equipment 3 – 25 of the lease term, including the exercise of a purchase option, the
asset is depreciated over its useful economic life. Right-of-use assets
The depreciation methods, useful lives and residual values of prop- are continuously adjusted for impairment, where necessary, and for
erty, plant and equipment are reviewed at least at the end of each certain revaluations of the lease liabilities.
financial year and adjusted prospectively if necessary.
Initial recognition of lease liabilities is determined as the present
Property, plant and equipment are derecognised either on disposal value of the lease payments to be made over the lease term less
(i. e. at the time when the recipient obtains control) or when no further advance payments made. Lease payments include:
economic benefit is expected from the continued use or disposal
of the recognised asset. The gains or losses resulting from the ■ fixed payments (including in-substance fixed payments) less
derecognition of the asset are determined as the difference between any lease incentives to be received from the lessor,
the net disposal proceeds and the carrying amount of the asset ■ variable lease payments linked to an index or (interest) rate,
and recognised in profit or loss in the period in which the asset is ■ amounts expected to be paid under residual value guaran-
derecognised. tees,
■ the exercise price of a purchase option reasonably certain to
Leases be exercised and
Lease agreements include all arrangements that transfer the right to ■ penalties for terminating the lease if the assumed lease term
use or control a specific asset for a specified period in return for a reflects the Group exercising the option to terminate.
payment, even if the right to use such asset is not explicitly described
in the arrangement. In order to assess whether an agreement con- Lease payments are discounted at the interest rate implicit in the
tains the right to control an identified asset, the GFT Group uses the lease if this can be determined. Otherwise, they are discounted at
definition of a lease as defined by IFRS 16. the incremental borrowing rate. The GFT Group generally applies
the incremental borrowing rate. This incremental borrowing rate as
The GFT Group is a lessee in particular of real estate and vehicles a risk-adjusted interest rate is derived for specific periods on the
and a lessor – to an insignificant extent – of real estate. basis of the contractual terms.
89 Consolidated Financial Statements

A number of lease agreements, especially for real estate, contain The income statement reflects the Group’s share of the associate’s
extension and termination options. These contractual conditions profit or loss for the period. Changes in other comprehensive income
offer the GFT Group the greatest possible flexibility. When deter- of associated companies are presented as part of the Group’s other
mining the lease term, all facts and circumstances are taken into comprehensive income. In addition, changes recognised directly in
account that provide an economic incentive to exercise extension the equity of the associate are recognised by the Group to the extent
options or not to exercise termination options. When determining of its interest and, where necessary, presented in the statement of
the term of the lease, such options are only taken into account if changes in equity. The Group’s total share of the profit or loss of an
they are sufficiently certain. associate is shown on the face of the income statement operating
profit and represents profit or loss after tax and after non-controlling
Lease liabilities are measured at amortised cost using the effec- interests in the subsidiaries of the associate.
tive interest method. Under this method, the amount of the lease
liabilities is increased to reflect the higher interest expense and After applying the equity method, the Group determines whether it
decreased to reflect the lease payments made. Moreover, the carry- is necessary to recognise an impairment loss for its investment in an
ing amount of the lease liabilities is remeasured to fair value if there associate. It determines at each balance sheet date whether there
are changes in the lease, changes in the term of the lease, changes is objective evidence that the investment in an associate may be
in lease payments (e. g. changes in future lease payments resulting impaired. If such evidence exists, the amount of the impairment loss
from a change in the index or interest rate used to determine these is determined as the difference between the recoverable amount
payments) or a change in the assessment of whether a purchase, of the investment in the associate and the carrying amount, and
extension or termination option is exercised for the underlying asset. the loss is then recognised in profit or loss as ‘Result from financial
assets accounted for using the equity method’.
If lease liabilities are remeasured in this way, a corresponding adjust-
ment is made to the carrying amount of the right-of-use asset or is
recognised in profit or loss if the carrying amount of the right-of-use
asset has decreased to zero.

In the case of short-term leases (i. e. leases with a term of no more than
twelve months from the inception date and with no purchase option)
and leases where the underlying asset is of low value, the GFT Group
exercises the option not to recognise right-of-use assets and lease
liabilities. Instead, the lease payments associated with these leases
are expensed on a straight-line basis over the lease term.

In the balance sheet, the GFT Group discloses right-of-use assets


under property, plant and equipment and lease liabilities under other
financial liabilities. Amortisation of right-of-use assets is recognised
in the income statement under “Depreciation and amortisation of
intangible assets and property, plant and equipment”. Interest on
lease liabilities is recognised in interest expenses.

Shares in associated companies


Die Anteile des The Group’s shares in associated companies are
accounted for using the equity method. Under the equity method,
investments in associates are initially recognised at cost. The carry-
ing amount of the investment is adjusted to reflect changes in the
Group’s share of the associate’s net assets since the acquisition
date. The cumulative changes after the acquisition date increase
or decrease the carrying amount of the investment in the associate.
If the losses of an associate attributable to the GFT Group corre-
spond to or exceed the value of the share in this company, no further
share of losses is recognised unless the GFT Group has entered into
obligations or made payments on behalf of the associate. Goodwill
relating to the associate is included in the carrying amount of the
investment and is not amortised or tested for impairment.
GFT Annual Report 90
2019

Financial instruments Cash and cash equivalents comprise in particular cash in hand and
A financial instrument is any contract that gives rise to both a finan- bank balances. Cash and cash equivalents correspond to the cash
cial asset of one entity and a financial liability or equity instrument of fund in the consolidated cash flow statement.
another entity. Financial instruments recognised as financial assets
or financial liabilities are generally reported separately. Financial After initial recognition, these financial assets are measured at
instruments are recognised as soon as the GFT Group becomes a amortised cost using the effective interest method less impairment.
contracting party to the financial instrument. A normal market pur- Gains and losses are recognised in net income when the loans and
chase or sale of financial assets is recognised on the trading date. receivables are impaired or derecognised. Interest effects from the
With the exception of trade receivables and contract assets, financial application of the effective interest method and effects from cur-
instruments are initially recognised at fair value. Trade receivables rency translation are also recognised in profit or loss.
and contract assets are initially measured at the transaction price.
For subsequent measurement, financial instruments are allocated to Financial assets at fair value through other comprehensive
one of the measurement categories listed in IFRS 9 Financial Instru- income
ments (financial assets at amortised cost, financial assets at fair value Financial assets at fair value through other comprehensive income
through other comprehensive income and financial assets at fair are non-derivative financial assets with contractual cash flows that
value through profit or loss). Transaction costs directly attributable consist solely of interest and principal payments on the nominal
to the acquisition or issue are taken into account in determining the amount outstanding and which are held both to collect the con-
carrying amount if the financial instruments are not measured at fair tractually agreed cash flows and to sell, for example to achieve a
value through profit or loss. defined liquidity target (‘hold to collect and sell’ business model).
This category also includes equity instruments not held for trading
Financial assets for which the option to recognise changes in fair value within other
Financial assets primarily comprise trade receivables, contract comprehensive income has been applied.
assets, cash and cash equivalents, derivative financial assets and
financial investments. The classification of financial instruments is After initial measurement, financial assets in this category are
based on the business model in which the instruments are held and measured at fair value through other comprehensive income, with
the composition of their contractual cash flows. unrealised gains or losses being recognised in other comprehen-
sive income. Upon disposal of debt instruments in this category,
The determination of the business model is based on management’s the cumulative gains and losses from fair value measurement rec-
intention and past transaction patterns. Cash flows are reviewed on ognised in other comprehensive income are recognised in profit or
the basis of the individual instruments. loss. Interest received on financial assets at fair value through other
comprehensive income is generally recognised as interest income
Financial assets at fair value through profit or loss using the effective interest method. Changes in the fair value of
Financial assets at fair value through profit or loss comprise finan- equity instruments measured at fair value through other compre-
cial assets whose cash flows do not consist exclusively of interest hensive income are not recognised in profit or loss but reclassified
and principal payments on the nominal amount outstanding. It also to retained earnings upon disposal. Dividends are recognised in the
includes financial assets that were neither allocated to the ‘hold to income statement when the right to payment has been established.
collect’ business model nor to the ‘hold to collect and sell’ business
model. The GFT Group derecognises a financial asset when the contrac-
tual rights to the cash flows from the financial asset expire or when
Financial assets at amortised cost it transfers the rights to receive the cash flows in a transaction in
Financial assets at amortised cost are non-derivative financial assets which all material risks and rewards incidental to ownership of the
with contractual cash flows that consist exclusively of interest and financial asset are transferred. Derecognition also takes place if the
principal payments on the outstanding nominal amount and are GFT Group neither transfers nor retains all material risks and rewards
held with the objective of receiving the contractually agreed cash of ownership and does not retain control over the transferred asset.
flows, such as trade receivables, contract assets or cash and cash
equivalents.

Contract assets are claims from performance obligations already


fulfilled for which the customer’s consideration has not yet been
received and the company’s claim to consideration is still linked to
a condition other than maturity. In the GFT Group, contract assets
result in particular from fixed-price contracts in connection with
the development of customer-specific IT solutions and the imple-
mentation of sector-specific standard software. Contract assets are
disclosed as current as they occur within the usual business cycle.
91 Consolidated Financial Statements

Impairment of financial assets Expected credit losses are measured on the basis of the following
At each balance sheet date, an impairment loss is recognised for factors:
financial assets that are not measured at fair value through profit or
loss, which reflects the expected credit losses on these instruments. 1. the unbiased and probability-weighted amount;
The same method is also used to determine the allowance for irre- 2. the time value of money;
vocable loan commitments and financial guarantees. The expected 3. and reasonable and supportable information as of the report-
credit-loss approach uses three stages for allocating impairment ing date about past events, current conditions and forecasts
losses: of future economic conditions, insofar as this is available
without undue cost or time effort.
Stage 1: expected credit losses within the next twelve months
The estimation of these risk parameters incorporates all available
Stage 1 includes all contracts with no significant increase in credit relevant information. In addition to historical and current loss data,
risk since initial recognition and regularly new contracts as well as reasonable and supportable forward-looking information about fac-
those whose payments are less than 31 days overdue. The portion tors is also included. The time value of money is neglected in the
of the expected credit losses over the lifetime of the instrument case of current assets without any significant underlying financing
resulting from a default within the next 12 months is recognised as component.
an expense.
The measurement of expected credit losses is of particular signifi-
Stage 2: expected credit losses over the entire lifetime – not credit-­ cance for the GFT Group with regard to trade receivables and con-
impaired tract assets. The concept of lifelong default is applied, which takes
into account all possible default events during the expected lifetime
If, after initial recognition, a financial asset experiences a significant of the financial instruments. The GFT Group has decided to apply the
increase in credit risk but is not yet credit-impaired, it is allocated concept of lifelong default for trade receivables and contract assets
to Stage 2. The expected credit losses, which are measured over with a significant financing component.
possible payment defaults over the entire term of the financial asset,
are recorded as value adjustments. When measuring expected credit losses, the GFT Group distin-
guishes between trade receivables and contract assets due from
Stage 3: expected credit losses over the entire lifetime – credit-­ major clients and other clients. Major clients are determined on the
impaired basis of their share of total consolidated revenue. The measurement
of expected losses relating to financial assets from business trans-
If a financial asset is credit-impaired or in default, it is allocated to actions with major clients is based on a probability-weighted default
Stage 3. The expected credit losses over the entire lifetime of the rate. The default rate uses an average external credit rating. In order
financial asset are recognised as a value adjustment. Objective indi- to calculate impairment, the probability-weighted default rate as
cations of a credit-impaired financial asset include an external credit a percentage is multiplied with the nominal value of the financial
rating of C or higher for large customers and 181 days past due date assets. In the case of trade receivables and contract assets due from
for other customers, as well as other information about significant other clients, the expected loss over the lifetime is determined as
financial difficulties of the borrower. a lump-sum percentage based on the overdue period. The default
rate based on the overdue period is calculated using historical data
The determination of whether a financial asset has experienced a and adjusted on the closing date according to current information
significant increase in credit risk is based on an assessment of the and expectations.
probability of default, which is made at least half-yearly, incorpo-
rating external credit rating information as well as internal informa- A financial instrument is derecognised when there is no reasonable
tion on the credit quality of the financial asset. In the case of trade expectation of full or partial recovery, e. g. before or after insolvency
receivables and contract assets, a significant increase in credit risk proceedings or court decisions and legal recovery measures are
is determined for major customers on the basis of external credit judged to be unsuccessful.
ratings and for other customers on the basis of overdue information.

A financial asset is transferred to Stage 2, if the credit risk has


increased significantly compared to its credit risk at initial recognition.
The credit risk is assessed on the basis of the probability of default.
For trade receivables and contract assets, the simplified approach
is applied under which expected credit losses are recognised over
the entire term of the asset when it is initially recognised.
GFT Annual Report 92
2019

Offsetting of financial instruments If the requirements of IFRS 9 for hedge accounting are met, the
Financial assets and financial liabilities are offset and the net amount GFT Group designates and documents the hedging relationship
reported in the consolidated balance sheet if there is currently an as a fair value hedge or cash flow hedge as of this date. In a fair
enforceable legal right to offset the recognised amounts against value hedge, the fair value of a recognised asset or liability or an
each other and the intention is either to settle on a net basis or to unrecognised firm commitment is hedged. In a cash flow hedge,
settle the related liability simultaneously with the realisation of the highly probable future cash flows from expected transactions or
asset in question. fluctuating cash flows to be paid or received in connection with a
recognised asset or liability are hedged. The documentation of the
Financial liabilities hedging relationship includes the objectives and strategy of risk
Financial liabilities include in particular financing liabilities, other management, the type of hedging relationship, the hedged risk, the
financial liabilities, trade payables and other liabilities. designation of the hedging instrument and the hedged item, as well
as an assessment of the effectiveness requirements comprising the
Financing liabilities relate to liabilities to banks. Other financial lia- risk-mitigating economic relationship, the effects of the credit risk
bilities mainly comprise liabilities from lease agreements, payroll and the appropriate hedge ratio. The effectiveness of the hedge is
liabilities due to employees and conditional purchase price liabilities assessed at the beginning of and during the hedging relationship.
from company acquisitions. Other financial liabilities also include
derivative financial liabilities. Changes in the fair value of derivatives are regularly recognised in
consolidated net income or in other comprehensive income, depend-
Financial liabilities measured at amortised cost ing on whether the hedging relationships are fair value hedges or
After initial recognition, financial liabilities are measured at amortised cash flow hedges. Changes in the fair value of non-designated
cost using the effective interest method. Financial liabilities mea- derivatives are recognised in profit or loss. In the case of fair value
sured at amortised cost include liabilities to banks, liabilities from hedges, changes in the fair value of derivative financial instruments
lease agreements and payroll liabilities due to employees. and the related hedged items are recognised in the consolidated
income statement. Changes in the fair value of derivative financial
Financial liabilities at fair value through profit or loss instruments designated as cash flow hedges are initially recognised
Financial liabilities at fair value through profit or loss include financial in other comprehensive income in the amount of the hedge-effective
liabilities held for trading as well as contingent purchase price liabili- portion after taxes.
ties from company acquisitions. Derivatives are classified as “held for
trading” (including embedded derivatives that have been separated The recognition of an individual hedging relationship must be discon-
from the host contract) if they are not included in hedge accounting tinued prospectively if it no longer meets the qualifying criteria under
as hedging instruments. Gains or losses on financial liabilities held IFRS 9. Possible reasons for the termination of hedge accounting
for trading are included in consolidated net income. include the discontinuation of the economic relationship between
the hedged item and the hedging instrument, the sale or termination
The GFT Group derecognises a financial liability when the con- of the hedging instrument, or a change in the documented risk man-
tractual obligations have been fulfilled, cancelled or expired. The agement objective of an individual hedging relationship.
GFT Group also derecognises a financial liability if its contractual
terms are changed and the cash flows of the adjusted liability are If derivative financial instruments are not or no longer included in
significantly different. In this case, a new financial liability is rec- hedge accounting because the conditions for hedge accounting are
ognised at fair value based on the revised terms. When a financial not or are no longer met, they are classified as held for trading and
liability is derecognised, the difference between the carrying amount measured at fair value through profit or loss.
of the liability extinguished and the consideration paid (including
non-cash assets transferred or liabilities assumed) is recognised in Provisions for pensions and similar obligations
profit or loss. Defined benefit pension plans and other similar post-employment
benefits are measured using the projected unit credit method in
Derivative financial instruments and hedge accounting accordance with IAS 19 Employee Benefits. The present value of the
The GFT Group uses derivative financial instruments exclusively to defined benefit obligations is calculated using significant actuarial
hedge financial risks resulting from its operating business or refinanc- assumptions, including discount rates, expected salary and pension
ing activities. These are primarily interest rate and currency risks. trends and mortality rates. The discount rates applied are deter-
mined on the basis of the yields achieved at the end of the reporting
Derivative financial instruments are measured at fair value upon period on high-grade corporate bonds with corresponding maturities
initial recognition and at each subsequent reporting date. The fair and currencies. If such yields are not available, the discount rates
value corresponds to their positive or negative market value. If a are based on government bond yields. Due to changing market,
market value is not available, fair value is calculated using standard economic and social conditions, the underlying assumptions may
financial valuation models, such as discounted cash flow models or differ from actual developments.
option pricing models.
93 Consolidated Financial Statements

Plan assets invested to cover pension commitments and other sim- Other provisions
ilar benefits are measured at fair value and offset against the cor- Provisions are recognised when there is an obligation to a third
responding obligations. The balance of pension commitments and party, it is probable that an outflow of resources will be required
other similar post-employment benefits and plan assets (net pension to settle the obligation and the amount of the obligation can be
obligation or net pension assets) accrues interest at the discount reliably estimated. The amount recognised as a provision represents
rate used to measure the gross pension obligation. The resulting net the best estimate of the obligation at the reporting date. Provisions
interest expense or income is recognised in profit or loss as interest with an original term of more than one year are carried at their set-
expense or interest income in the consolidated income statement. tlement amount discounted to the reporting date. If the recognition
The other expenses resulting from the granting of pension commit- criteria for provisions are not met and the possibility of an outflow
ments and other similar post-employment benefits, which mainly of resources is not unlikely, a contingent liability is disclosed (to the
result from entitlements acquired in the financial year, are included extent that it can be adequately measured). The amount disclosed as
in personnel expenses within the consolidated income statement. a contingent liability corresponds to the best estimate of the possible
obligation at the reporting date. Provisions and contingent liabilities
The pension obligations and plan assets for all significant Group are reviewed regularly and adjusted in the event of new knowledge
companies are valued annually by qualified independent actuaries. or changed circumstances.

Actuarial gains and losses arising from the regular adjustment of Contract liabilities
actuarial assumptions are recognised directly in equity or in the A contract liability is the obligation of an entity to transfer goods
statement of comprehensive income in the period in which they or services to a customer for which the entity has received (or
arise, taking into account deferred taxes. Differences between the will receive) consideration from that customer. In the case of the
interest income from plan assets calculated at the beginning of the GFT Group, contract liabilities arise for unrealised revenues and
period on the basis of the interest rate used to discount the pension advance payments received in particular in connection with fixed-
obligations and the actual return on plan assets at the end of the price contracts for the creation of customer-specific IT solutions and
period are also recognised directly in equity. the implementation of sector-specific standard software, as well as
service contracts for the further development of business-critical IT
Obligations for contributions to defined contribution plans are rec- solutions. Contract liabilities are disclosed as current as they occur
ognised as an expense in current income as soon as the related within the usual business cycle.
service is rendered. Prepaid contributions are recognised as an asset
to the extent that a right to reimbursement or reduction of future Revenue recognition
payments arises. The GFT Group recognises revenue when control of the identifi-
able goods or services passes to the client, i. e. when the client has
the ability to control the use of the goods or services transferred
and derives substantially all the remaining benefits from them. The
prerequisite for this is that a contract with enforceable rights and
obligations exists and that, among other things, it is probable that
the consideration will be received – taking into account the credit-
worthiness of the customer. Revenue corresponds to the transaction
price at which the GFT Group is expected to be entitled. Variable
consideration is included in the transaction price when it is highly
probable that there will be no significant reversal of revenue once
the uncertainty surrounding the variable consideration no longer
exists. If the period between the transfer of the goods or services
and the payment date exceeds twelve months and a significant ben-
efit results from the financing for the client or the GFT Group, the
consideration is adjusted by the fair value of the money. If a contract
comprises several identifiable goods or services, the transaction
price is allocated to the performance obligations on the basis of the
relative individual sale prices. If individual sale prices are not directly
observable, the GFT Group estimates these at an appropriate level.
For each performance obligation, revenue is recognised either at a
specific point in time or over a specific period of time.
GFT Annual Report 94
2019

The GFT Group retroactively grants volume discounts to certain cli- Revenue from fixed-price contracts is recognised over a specified
ents as soon as the quantity of products or services purchased in the period of time according to the stage of completion (ratio of costs
period exceeds a contractually agreed minimum purchase quantity. already incurred to estimated total costs). An expected loss on a con-
Discounts are offset against the amounts payable by the customer. tract is recognised immediately as an expense. Invoices are issued
The estimation of the variable consideration for the expected future in accordance with the contractual terms and conditions, sometimes
discounts is generally based on the most probable amount method. based on defined payment plans including advance payments. Any
The GFT Group then applies the rules for limiting the estimate of excess of payments or services is recognised as a contract liability
variable consideration and recognises a reimbursement liability for or contract asset. The terms of payment for fixed-price agreements
the expected future discounts. usually provide for payment between 30 and 30 days after invoicing.

IFRS 15 requires additional costs to initiate a contract and certain In the case of revenue recognition in connection with fixed-price
contract performance costs to be recognised as an asset if certain contracts, the assessment of the stage of completion is of partic-
criteria are met. All capitalised contract costs are to be depreciated ular importance; it may include estimates of the scope of supplies
systematically using a method that follows the transfer of control of and services required to fulfil the contractual obligations. These
the goods or services to the client. The GFT Group recognises the significant estimates include estimated total costs, estimated total
cost of initiating and fulfilling contracts under other assets. Imputed revenues, order risks – including technical, political and regulatory
cost rates are used to calculate contract fulfilment costs. Deprecia- risks – and other significant items. The estimate of the stage of
tion is based on the stage of completion. completion may increase or decrease revenues due to changes in
estimates. It must also be assessed whether the most likely scenario
The GFT Group generates revenue primarily from the development for a contract is that it will be continued or terminated. For the pur-
of client-specific IT solutions, consulting on the development and poses of that assessment, all relevant facts and circumstances are
implementation of innovative IT strategies, the implementation of taken into account individually for each contract.
sector-specific standard software and the maintenance and further
development of business-critical IT solutions. The corresponding As a rule, fixed-price contracts are based on a customer-specific
revenue streams are mainly based on service contracts, fixed-price performance promise. The power of disposal is gained directly or
contracts and maintenance contracts. In the case of the GFT Group, simultaneously with the provision of the service, since this is gener-
revenue recognition according to the type of contract for the under- ally provided on the customer’s IT system. Performance obligations
lying service follows the principles described below. In addition to of the GFT Group in connection with fixed-price contracts can essen-
the nature and timing of performance obligations from contracts tially only be considered as a whole; any partial performance does
with clients, the principles also comprise the main terms of payment. not enable the client to derive a corresponding benefit from the
services provided. In the event of a premature project termination for
Service contracts which the GFT Group is not responsible, a claim against the client for
Service contracts exist in particular for consulting on the develop- appropriate remuneration for services already rendered is regularly
ment and implementation of innovative IT strategies as well as the contractually guaranteed.
implementation of sector-specific standard software and are based
on the time spent (time & material). Maintenance contracts
Services provided by the GFT Group for the maintenance and further
In the case of service contracts, the client receives the benefit of development of business-critical IT solutions are mainly provided
the service directly or simultaneously with the provision of the ser- within the framework of maintenance contracts at fixed prices.
vice by the GFT Group. Revenue from service contracts is generally
recognised in the amount of the consideration receivable based on In the case of maintenance contracts, the client generally receives
the time spent and invoiced. The claim for consideration is based on the benefit directly or simultaneously with the provision of the
contractually agreed hourly rates. Invoices are issued in accordance service by the GFT Group. Revenue from maintenance contracts is
with the terms of the contract; payment terms usually provide for recognised on a straight-line basis over a specified period or – if the
payment between 30 and 60 days after invoicing. service is not provided on a straight-line basis – according to the
rendering of the service, i. e. according to the stage of completion as
Fixed-price contracts described above. Invoices are issued in accordance with the terms
Fixed-price contracts are concluded primarily for the development of the contract; payment terms usually provide for payment between
of client-specific IT solutions, the implementation of sector-specific 30 and 60 days after invoicing.
standard software and occasionally for the further development of
business-critical IT solutions.
95 Consolidated Financial Statements

Recognition of other income Changes in deferred tax assets and liabilities are generally reflected
Other income mainly relates to income from rental transactions that in the income statement under deferred taxes. An exception to this
do not fall within the scope of IFRS 15, as well as interest. are the changes to be made in other comprehensive income or
directly in equity.
Revenue from rental transactions that does not fall within the scope
of IFRS 15 is recognised within revenue on a straight-line basis over Deferred tax assets and liabilities are determined for temporary dif-
the term of the contract. ferences between the tax base of an asset or liability and its carrying
amount in the balance sheet, including consolidation differences,
Revenue from royalties, license fees and interest is recognised in and for unused tax loss carryforwards and tax credits. Measure-
other operating income on an accrual basis in accordance with the ment is based on the tax rates expected to apply in the period in
economic content of the underlying contract. which an asset is realised or a liability settled. This is based on the
tax rates and regulations valid on the reporting date or which will
Government grants apply shortly. The GFT Group assesses the recoverability of deferred
Government grants are recognised as income at the point in time at tax assets on each reporting date on the basis of planned taxable
which the entitlement to the grant has arisen with sufficient certainty income in future financial years. If the Group assumes that future tax
or the conditions associated with the grant have been fulfilled. benefits with a probability of more than 50% cannot be partially or
completely realised, a valuation allowance is made on the deferred
Financial result tax assets. Among other things, the planned results from operating
The financial result comprises interest income and expenses, as activities, the effects on earnings of the reversal of taxable tempo-
well as other income and expenses, in connection with financial rary differences and realisable tax strategies are taken into account.
investments accounted for using the equity method. As future business developments are uncertain and in some cases
cannot be controlled by the Group, the assumptions to be made in
Interest income and expenses are recognised in profit or loss using connection with the recognition of deferred tax assets are subject
the effective interest method. Interest income and interest expense to considerable uncertainty.
includes interest income from securities investments and from cash
and cash equivalents, as well as interest expenses from debt. These Deferred tax liabilities on taxable temporary differences from invest-
items also include interest and changes in market values in connec- ments in subsidiaries and associated companies are not recognised
tion with interest rate hedges as well as income and expenses from if the Group can determine the timing of the reversal and it is proba-
the distribution of premiums and discounts. The interest components ble that the temporary difference will not reverse in the foreseeable
from pension commitments and other similar obligations, as well future.
as from the plan assets available to cover these obligations, and
interest from the discounting of other financial liabilities or other Earnings per share
provisions are also included in this item. Basic earnings per share are calculated by dividing the profit attrib-
utable to shareholders of GFT Technologies SE by the weighted
Income taxes average number of shares outstanding. As there were no events in
Income taxes include both current income taxes and deferred taxes. 2019 and 2018 that had a dilutive effect, diluted earnings per share
in these years correspond to basic earnings per share.
Current income taxes are calculated on the basis of the respective
national tax results and regulations for the year. In addition, the
current taxes reported in the financial year also include adjustment
amounts for any tax payments or refunds for years not yet finally
assessed, but excluding interest payments or interest refunds and
penalties for subsequent tax payments. Due to their complexity, the
tax items presented in the financial statements may be subject to
different interpretations by taxpayers on the one hand and local tax
authorities on the other. In the event that amounts recognised in the
tax returns are unlikely to be realised (uncertain tax items), tax provi-
sions are recognised. The amount is determined on the basis of the
best possible estimate of the expected tax payment (expected value
or most probable value of tax uncertainty). Tax receivables from
uncertain tax items are recognised if it is predominantly probable
and therefore sufficiently certain that they can be realised. No tax
provision or asset is recognised for such uncertain tax positions only
in the case that there is a tax loss carryforward or unused tax credit.
In such cases, the deferred tax asset is adjusted for the unused tax
loss carryforward and unused tax credit.
GFT Annual Report 96
2019

2.7 New accounting standards not yet IFRS pronouncements to be applied in the future
applied (no EU endorsement yet)

IFRS pronouncement Mandatory for financial


New and amended standards and interpretations issued up to the years beginning on or
date of publication of these consolidated financial statements but after
not yet mandatory are presented below. The GFT Group intends to Amendments Definition of a Business 1 January 2020
apply these new and amended standards and interpretations from to IFRS 3
their effective date. Amendments IBOR Reform 1 January 2020
to IFRS 9,
IAS 39 and
IFRS pronouncements to be applied in the future (EU endorsed) IFRS 7
The following standards and interpretations, as well as amendments
IFRS 17 Insurance Contracts 1 January 2021
to standards and interpretations, have already been endorsed by the
Amendments Sale or Contribution indefinite
European Union, but their application is only mandatory for financial to IFRS 10 of Assets between an
statements prepared after 31 December 2019. and IAS 28 Investor and its Associate
or Joint Venture
IFRS pronouncements to be applied in the future (EU endorsed)
According to current assessment, the IFRS pronouncements pre-
IFRS pronouncement Mandatory for financial
years beginning on or sented in the table above will have no significant impact on the
after consolidated financial statements.
Amendments Definition of Material 1 January 2020
to IAS 1 und
IAS 8
Revision Changes to the references 1 January 2020
of the to the framework concept
framework
concept

These pronouncements are not expected to have any material


impact on the consolidated financial statements in the reporting
period in which they are first applied.

IFRS pronouncements to be applied in the future without EU


endorsement
The IASB and IFRIC have issued further standards and interpreta-
tions as well as amendments to standards and interpretations which
are not yet mandatory for the 2019 financial year.
97 Consolidated Financial Statements

3 Composition of the Group ■ GFT Poland Sp. z o.o, Lodz, Poland


■ GFT Costa Rica S.A., Heredia, Costa Rica
■ GFT México S.A. de C.V., Mexico City, Mexico
3.1 Consolidated group ■ GFT Peru S.A.C., Lima, Peru
■ GFT Technologies Canada Inc., Québec, Canada
The following table shows the composition of the GFT Group as of (formerly: V-NEO Inc., Québec, Canada)
31 December 2019. ■ GFT Technologies Toronto Inc., Québec, Canada
(formerly: V-NEO Toronto Inc., Québec, Canada)
Composition of the Group ■ GFT Technologies Belgique S.A., Brussels, Belgium
(formerly: V-NEO Europe S.A., Brussels, Belgium)
31/12/2019 31/12/2018
■ V-NEO USA Inc., Newark, USA
Consolidated subsidiaries 30 27
domestic 5 3 Associated companies
foreign 25 24 The GFT Group holds a 20% stake in CODE_n GmbH, Stuttgart,
Associated companies accounted for Germany.
using the equity method 1 1
domestic 1 1 The result from financial investments accounted for using the equity
31 28 method amounted to €0 thousand in the reporting period (2018:
€ –75 thousand). Since the previous year, the acquisition costs of
the investment have been fully absorbed by shares in losses.
A detailed composition of the companies included in the consoli-
dated financial statements and the shareholdings of the GFT Group Changes to the consolidated group
pursuant to section 313 (2) HGB is shown in the list of shareholdings With effect from 1 July 2019, the GFT Group acquired all shares in
(see page 98). In the case of the fully consolidated subsidiaries, AXOOM GmbH, Karlsruhe, Germany (as of 24 July 2019: GFT Smart
disclosures on equity and earnings are based on the IFRS figures Technology Solutions GmbH, Karlsruhe, Germany). Please refer
of the local annual financial statements. to section 3.2 below for further information and the effects of the
acquisition on the consolidated financial statements.
Subsidiaries
In addition to GFT Technologies SE as the parent company, the con- With a memorandum of association dated 26 February 2019,
solidated financial statements as of 31 December 2019 include the GFT Technologies SE founded GFT Invest GmbH, Stuttgart, Germany.
following subsidiaries (fully consolidated): The share capital amounts to €25 thousand and is fully paid.

■ GFT Real Estate GmbH, Stuttgart, Germany With a shareholders’ resolution of GFT Technologies SE, GFT Technolo-
■ SW34 Gastro GmbH, Stuttgart, Germany gies Hong Kong Ltd., Hong Kong, China, was founded on 11 June 2019.
■ GFT Experts GmbH, Stuttgart, Germany The share capital amounts to HK$10 thousand and is fully paid.
■ GFT Invest GmbH, Stuttgart, Germany
■ GFT Smart Technology Solutions GmbH, Karlsruhe, Germany With a shareholders’ resolution, GFT Technologies SE founded
(formerly: AXOOM GmbH, Karlsruhe, Germany) GFT Technologies Singapore Pte. Ltd., Singapore, Singapore, on
■ GFT Switzerland AG, Zurich, Switzerland 24 October 2019. The share capital amounts to S$50 thousand and
■ GFT UK Limited, London, UK is fully paid.
■ GFT Technologies S.A.U., Madrid, Spain
■ GFT Holding Italy S.r.l., Milan, Italy
■ GFT Technologies (Ireland) Ltd., Dublin, Ireland
■ 9380-6081 Québec Inc., Montreal, Canada
■ GFT France S.A.S., Paris, France
■ GFT Technologies Hong Kong Ltd., Hong Kong, China
■ GFT Technologies Singapore Pte. Ltd., Singapore, Singapore
■ GFT IT Consulting S.L.U., Sant Cugat del Vallès, Spain
■ GFT Brasil Consultoria Informática Ltda., Barueri, Brazil
■ GFT USA Inc., New York, USA
■ GFT Appverse S.L.U., Sant Cugat del Vallès, Spain
■ GFT Italia S.r.l., Milan, Italy
■ Med-Use S.r.l., Milan, Italy
■ GFT Financial Limited, London, UK
■ GFT Canada Inc., Toronto, Canada
GFT Annual Report 98
2019

Equity holdings according to section 313 (2) HGB

Share of the capital Company equity Net income


in € thousand (in %) 31/12/2019 2019
I. Direct investments
Domestic
GFT Real Estate GmbH, Stuttgart, Germany 1 100 414 50
SW34 Gastro GmbH, Stuttgart, Germany 1 100 533 0
GFT Experts GmbH, Stuttgart, Germany 1 100 30 0
GFT Invest GmbH, Stuttgart, Germany 1 100 25 0
GFT Smart Technology Solutions GmbH, Karlsruhe, Germany
(formerly: AXOOM GmbH, Karlsruhe, Germany) 100 3,521 –1,751 2
CODE_n GmbH, Stuttgart, Germany 20 –570 –529
Foreign
GFT Schweiz AG, Zurich, Switzerland 100 –1,276 427
GFT UK Limited, London, UK 100 35,078 3,354
GFT Technologies S.A.U., Madrid, Spain 100 37,339 23,307
GFT Holding Italy S.r.l., Milan, Italy 100 –6,604 –444
GFT Technologies (Ireland) Ltd., Dublin, Ireland 100 0 0
9380-6081 Québec Inc., Montreal, Canada 100 6,564 –2,541
GFT France S.A.S., Paris, France 100 1,554 1,547
GFT Technologies Hong Kong Ltd., Hong Kong, China 100 0 –1
GFT Technologies Singapore Pte. Ltd., Singapore, Singapore 100 –14 –47
II. Indirect investments
Foreign
GFT IT Consulting, S.L.U., Sant Cugat del Vallès, Spain 3 100 14,122 10,135
GFT Brasil Consultoria Informática Ltda., Barueri, Brazil 100 8,481 2,145
GFT USA Inc., New York, USA 100 11,269 –880
GFT Appverse S.L.U., Sant Cugat del Vallès, Spain 100 –32 –4
GFT Italia S.r.l., Milan, Italy 100 11,342 3,527
Med-Use S.r.l., Milan, Italy 100 449 22
GFT Financial Limited, London, UK 100 9,261 4,839
GFT Canada Inc., Toronto, Canada 100 601 108
GFT Poland Sp. z o. o., Łódź, Poland 100 5,433 1,853
GFT Costa Rica S.A., Heredia, Costa Rica 100 1,179 364
GFT México S.A. de C.V., Mexico City, Mexico 100 4,442 1,394
GFT Peru S.A.C., Lima, Peru 100 24 0
GFT Technologies Canada Inc., Quebec, Canada
(formerly: V-NEO Inc., Quebec, Canada) 100 7,271 1,691
GFT Technologies Toronto Inc., Quebec, Canada
(formerly: V-NEO Toronto Inc., Quebec, Canada) 100 603 286
GFT Technologies Belgique S.A., Brussels, Belgium
(formerly: V-NEO Europe S.A., Brussels, Belgium) 100 167 45
V-NEO USA Inc., Newark, USA 100 –3 –1

1 There is an profit and loss transfer agreement between the company (profit and loss transferring company) and GFT Technologies SE.
2 Covers the period from 1 Juli to 31 December 2019.
3 Adesis Netlife S.L.U., Madrid, Spain, was retroactively merged with GFT IT Consulting S.L.U., Sant Cugat del Vallès, Spain, as of 1 January 2019.
99 Consolidated Financial Statements

3.2 Business combinations Fair values on the acquisition date

in € thousand
Company acquisition in the reporting period
On 28 June 2019, the GFT Group – via GFT Technologies SE – con- Other intangible assets 119
cluded an agreement concerning the complete takeover of shares Property, plant and equipment 358
in GFT Smart Technology Solutions GmbH (until 23 July 2019: Trade receivables 610
AXOOM GmbH), a company with cross-segment IT and industry Cash and cash equivalents 987
expertise based in Karlsruhe, Germany. The shares were transferred
Other financial assets 16,953
with economic effect on 1 July 2019. The acquisition represents an
Other assets 317
acceleration of the GFT Group’s industry drive and an expansion of
its industrial expertise. In addition to Stuttgart, the new location in Total assets 19,344

Karlsruhe will also provide a further foothold with close customer Deferred tax liabilities 21
proximity in the south of Germany. The long-standing cooperation Provisions for pensions 312
with the selling company, TRUMPF GmbH + Co. KG, Ditzingen, Ger- Trade payables 390
many, has also been strengthened by the acquisition. Other financial liabilities 11,307
Other provisions 1,074
In the period from 1 July to 31 December 2019, GFT Smart Technol-
Other liabilities 920
ogy Solutions GmbH employed an average of 67 people and contrib-
uted revenue of €1,128 thousand and a loss of €1,794 thousand to Total liabilities 14,024

pre-tax earnings (EBT) in the six months ending 31 December 2019. Net assets 5,320
Had the acquisition taken place on 1 January 2019, management
estimates that revenue would have been €1,756 thousand higher
and pre-tax earnings (EBT) €8,415 thousand lower. In determining Trade receivables measured at fair value include gross amounts
these amounts, management assumed that the preliminary fair value which were estimated to be recoverable in full as of the acquisition
adjustments determined as of the acquisition date would also have date.
applied in the case of an acquisition on 1 January 2019.
Company acquisition in the previous year
An amount of €7,429 thousand was paid in cash as final consid- On 3 July 2018, the GFT Group signed an agreement to acquire all
eration for the acquisition of the shares in GFT Smart Technology shares in V-NEO Inc., Québec, Canada, via its newly established
Solutions GmbH. Purchase price allocation has been completed. subsidiary 9380-6081 Québec Inc., Montreal, Canada. The com-
The non-tax-deductible goodwill amounts to €2,109 thousand and plete transfer of the shares (= closing) took place on 1 August 2018.
represents synergy potential. V-NEO is an experienced provider of integrated IT solutions for the
insurance industry. The acquisition strengthens the GFT Group’s
The GFT Group incurred costs of €207 thousand in connection with expertise in the insurance sector and expands its market position
the business combination for legal advice and due diligence. The in North America.
costs were recognised in income as other operating expenses.
Following purchase price adjustments, the consideration transferred
The table below shows the final fair values of assets and liabilities for the acquisition of the shares amounted to Can$34,484 thousand
as of the acquisition date. (€22,603 thousand). Purchase price allocation has been completed.
The final goodwill of Can$17,558 thousand (€11,508 thousand) is
non-tax-deductible and represents synergy potential.
GFT Annual Report 100
2019

4  xplanations on items of the


E each CGU. The discount rates are based on the weighted average
balance sheet cost of capital (WACC) concept for the CGUs. The discount rates are
determined on the basis of a risk-free interest rate and a market risk
premium. In addition, the discount rates reflect the current market
assessment of the specific risks of each individual CGU by taking into
4.1 Goodwill account beta factors, gearing and borrowing costs of the peer group
to which GFT Technologies SE belongs. The parameters for deter-
The mandatory annual impairment test pursuant to IAS 36 was mining the discount rates are based on external information sources.
performed on goodwill as of the reporting date. No event-driven The peer group is subject to an annual review and is adjusted where
impairment test was conducted during the financial year as there necessary. Growth rates take into account external macroeconomic
were no indications of impairment. data and sector-specific trends.

The impairment test was performed at the level of the smallest The impairment test of the two CGUs is based on the key assump-
cash-generating unit (CGU) on the basis of the recoverable amount. tions described below to determine fair value less selling costs.
The definition of the CGUs is based on the two business segments
Americas, UK & APAC and Continental Europe. In the impairment The future cash flows of the CGUs Americas, UK & APAC and Conti-
test, the carrying amount of the CGU allocated to goodwill was com- nental Europe were discounted at rates of 8.81% and 8.13% respec-
pared with its recoverable amount. The recoverable amount is the tively (31 December 2018: 9.10% and 8.75%). The pre-tax interest
higher of fair value less costs to sell and value in use. rates for the CGUs Americas, UK & APAC and Continental Europe
are 11.64% and 10.93% respectively (31 December 2018: 11.86% and
The carrying amounts of goodwill are allocated to the two CGUs 11.78%). Based on the cash flow forecasts for the CGUs Americas,
as follows: UK & APAC and Continental Europe, management assumes that
business with existing and new clients will increase by an average
Carrying amount of goodwill of 7.39% and 3.62% respectively between 2021 and 2024, based on
planning for the financial year 2020, and then grow at a rate of 1%.
in € thousand 31/12/2019 31/12/2018
The assumptions are based on order completions, past experience
CGU
and market assessments.
Americas, UK & APAC 44,109 42,586
Continental Europe 74,550 70,408 The impairment test as of 31 December 2019 gave no indication of
118,659 112,994 any impairment of goodwill. Based on the aforementioned assump-
tions of sustainable sales growth for the CGUs, the recoverable
amounts are higher than the carrying amounts.
The increase in goodwill as of 31 December 2019 resulted in partic-
ular from the acquisition of AXOOM GmbH (see note 3.2) and from The sensitivity analysis for the CGU Americas, UK & APAC assumed
foreign currency effects. The goodwill resulting from initial consolida- a reduction in revenue of 5% or an increase in the WACC of one
tion of AXOOM GmbH amounting to €2,109 thousand was allocated percentage point. On this basis, there was no impairment need as
to the CGU Continental Europe. of 31 December 2019.

In order to determine the value in use of the CGUs, cash flows were
forecast for the next five years based on past experience, current
operating results, management’s best estimate of future develop-
ments and market assumptions. Revenue and EBT planning is based
on the budget approved by the Administrative Board for the coming
financial year, which was extrapolated for the following four years at
defined growth rates. The figures for the fifth year were then further
extrapolated for the future with a growth rate of 1%.

Value in use is mainly determined by the terminal value (present


value of the perpetual annuity), which is particularly sensitive to
changes in assumptions regarding the long-term growth rate and
the discount rate. Both assumptions are determined individually for
101 Consolidated Financial Statements

4.2 Other intangible assets

The development of other intangible assets of the GFT Group is


presented in annexes 1b and 1c of the notes to the consolidated
financial statements.

As of 31 December 2019, other intangible assets totalled


€22,127 thousand (31 December 2018: €26,697 thousand) of which
an amount of €18,306 thousand (31 December 2018: €23,375 thou-
sand) was still mainly attributable to customer relationships. The
carrying amount of customer relationships has a remaining useful
life of between 0.5 and 4.5 years.

Research and development costs of €2,801 thousand (2018:


€3,002 thousand) were expensed as they do not meet the recogni-
tion criteria for intangible assets.

There are no other intangible assets with indefinite useful lives in


the GFT Group.

4.3 Property, plant and equipment

Property, plant and equipment in the consolidated balance sheet


with a carrying amount of €76,780 thousand also include right-of-use
assets of €51,163 thousand in connection with lessee accounting.

The development of the GFT Group’s property, plant and equipment


is shown in the annexes 1b and 1c to the notes to the consolidated
financial statements.

The item “Land, land rights and buildings” mainly refers to the admin-
istration building at the Group’s headquarters in Stuttgart as well as
leasehold improvements in rented office space. The building at the
Group’s headquarters is encumbered with a mortgage of €8 million.

As in the previous year, non-scheduled depreciation on property,


plant and equipment (without right-of-use assets) due to impairment
was not necessary.

Note “9.2 Leases” shows the composition of right-of-use assets to


be carried as of 1 January 2019 and contains additional information
in connection with lessee accounting.
GFT Annual Report 102
2019

Development of intangible assets and property, plant and equipment (excluding right-of-use assets) 2019

Acquisition or manufacturing costs


As at Currency Change in Additions Disposals As at
01/01/2019 translation consolida- 31/12/2019
in € thousand tion scope
Intangible assets
Goodwill 114,994 2,372 3,293 0 0 120,659
Other intangible assets 64,460 1,276 119 1,657 –122 67,390
179,454 3,648 3,412 1,657 –122 188,049

Property, plant and equipment


Land, leasehold rights and buildings 16,252 188 0 632 –1,421 15,651
Equipment, factory and office equipment 37,851 199 358 3,990 –1,549 40,849
54,103 387 358 4,622 –2,970 56,500

233,557 4,035 3,770 6,279 –3,092 244,549

Development of intangible assets and property, plant and equipment 2018

Acquisition or manufacturing costs


As at Currency Change in Additions Disposals Reclassifica- As at
01/01/2018 translation consolida- tions 31/12/2018
in € thousand tion scope
Intangible assets
Goodwill 103,709 493 10,324 468 0 0 114,994
Other intangible assets 54,190 –586 9,182 1,810 –136 0 64,460
157,899 –93 19,506 2,278 –136 0 179,454

Property, plant and equipment


Land, leasehold rights and buildings 16,290 0 0 5 –43 0 16,252
Equipment, factory and office equipment 35,964 0 128 3,082 –1,566 244 37,851
Prepayments and assets under construction 244 0 0 0 0 –244 0
52,498 0 128 3,087 –1,609 0 54,103

210,397 –93 19,634 5,365 –1,745 0 233,557


103 Consolidated Financial Statements

Depreciation, amortisation and impairment Carrying amount


As at Currency Additions Disposals As at As at As at
01/01/2019 translation 31/12/2019 31/12/2019 31/12/2018

2,000 0 0 0 2,000 118,659 112,994


37,763 527 7,030 –57 45,263 22,127 26,697
39,763 527 7,030 –57 47,263 140,786 139,691

4,078 76 1,409 –1,059 4,504 11,147 12,174


23,439 124 4,169 –1,353 26,379 14,470 14,412
27,517 200 5,578 –2,412 30,883 25,617 26,586

67,280 727 12,608 –2,469 78,146 166,403 166,277

Depreciation, amortisation and impairment Carrying amount


As at Currency Additions Disposals Reclassifica- As at As at As at
01/01/2018 translation tions 31/12/2018 31/12/2018 31/12/2017

2,000 0 0 0 – 2,000 112,994 101,709


30,910 6 6,984 –137 – 37,763 26,697 23,280
32,910 6 6,984 –137 – 39,763 139,691 124,989

2,910 0 1,178 –10 – 4,078 12,174 13,380


20,169 141 4,561 –1,432 – 23,439 14,412 15,795
0 0 0 0 – 0 0 244
23,079 141 5,739 –1,442 – 27,517 26,586 29,419

55,989 147 12,723 –1,579 – 67,280 166,277 154,408


GFT Annual Report 104
2019

4.4 Other assets 4.5 Income taxes

The composition of other financial assets and other assets disclosed Income tax claims disclosed in the balance sheet are composed
in the consolidated balance sheet as of 31 December 2019 is shown as follows.
in the following table.
Income tax claims
Other financial assets and other assets
in € thousand 31/12/2019 31/12/2018
in € thousand 31/12/2019 31/12/2018 Deferred tax assets 9,241 8,152
Non-current other financial assets Long-term current income tax claims 441 1,038
Deposits 956 733 Short-term current income tax claims 7,093 6,757
Other 0 22 Total 16,775 15,947
Subtotal 956 755

Non-current other assets Deferred tax assets include tax credits for research and development
of €3,659 thousand (31 December 2018: €3,539 thousand).
Government grants 4,012 2,798
Subtotal 4,012 2,798
Income tax liabilities disclosed in the balance sheet are composed
as follows.
Current other financial assets
Government grants 1,315 0 Income tax liabilities
Creditors with debit balance 259 52 in € thousand 31/12/2019 31/12/2018
Receivables from employees 158 286 Deferred tax liabilities 4,342 5,081
Deposits 107 165 Current income tax liabilities 4,533 3,471
Other 3 566 Total 8,875 8,489
Subtotal 1,842 1,069

Current other assets The tax deferrals and accruals are allocated to individual balance
Accruals 4,807 6,606 sheet items as follows:
Claims for VAT and other tax refunds 3,011 5,370
Deferred tax assets
Contract costs 27 117
Government grants 0 1,775 in € thousand 31/12/2019 31/12/2018

Receivables from social insurance fund 566 551 Intangible assets and property, plant
and equipment 859 366
Other 206 84
Receivables and other assets 2,659 3,055
Subtotal 8,617 14,503
Tax loss carry-forwards and tax credits 7,730 6,627
Provisions for pensions 1,715 1,158
Total 15,427 19,125
Other provisions 3,204 2,494
Contract liabilities and other liabilities 143 417
Current other assets include contract fulfilment costs of €27 thou- Subtotal 16,310 14,117
sand (31 December 2018: €117 thousand). There were no impairment Offsetting −7,069 −5,965
expenses with respect to the capitalised amounts.
Deferred tax assets 9,241 8,152

As of the balance sheet date, there were no other receivables from


associated companies (31 December 2018: €140 thousand). Deferred tax assets for property, plant and equipment include for
the first time deferred tax assets of €628 thousand from lease
accounting pursuant to IFRS 16. In accordance with the selected
retrospective transition method, prior-year figures have not been
adjusted. €413 thousand of deferred tax assets result from the initial
application of IFRS 16 as of 1 January 2019 (see note 2.3).
105 Consolidated Financial Statements

Deferred tax liabilities Deferred tax assets and liabilities

in € thousand 31/12/2019 31/12/2018 in € thousand 31/12/2019 31/12/2018


Intangible assets and property, plant Deferred tax assets 9,241 8,152
and equipment 6,090 6,995
Deferred tax liabilities −4,342 −5,018
Receivables and other assets 1,874 1,086
Net amount of deferred tax assets 4,899 3,134
Provisions for pensions 80 52
Contract liabilities and other liabilities 3,367 2,850
Subtotal 11,411 10,983 Within the Group, there are a number of years for which there are no
Offsetting −7,069 −5,965 final tax assessments. The GFT Group believes it has made sufficient
Deferred tax liabilities 4,342 5,018 provisions for these open assessment years.

With the completion of Brexit on 31 January 2020 and the associ-


There are loss carryforwards for GFT Group companies of ated withdrawal agreement, the risk of the UK leaving the European
€10,848 thousand (31 December 2018: €10,862 thousand) for which Union (EU) without a deal has now been averted. The continuing
no deferred tax assets were recognised, as recognition of the tax uncertainty is now shifting to the negotiations on a future agree-
claim is not probable on the basis of current tax planning. Of this ment between the UK and the EU. This may lead to a change in the
total, €9,097 thousand (31 December 2018: €10,862 thousand) UK’s tax status with potential consequences for the GFT Group. The
is attributable to foreign Group companies and €1,751 thousand current uncertainties are still too great to assess whether, how and
(31 December 2018: €0 thousand) to domestic Group companies. when there may be income tax effects for the GFT Group.
Loss carryforwards for which no deferred tax assets could be formed
are either non-forfeitable or forfeitable within a time horizon of 10
to 20 years. In addition, there are tax claims for research and devel- 4.6 Inventories
opment totalling €7,150 thousand (31 December 2018: €8,426 thou-
sand), of which an amount of €3,659 thousand (31 December 2018: Inventories of €172 thousand (31 December 2018: €160 thousand)
€3,539 thousand) has been capitalised as a deferred tax asset. include an amount of €129 thousand (31 December 2018: €120 thou-
sand) for order backlogs from purchase price allocations and
In total, deferred tax assets carried for loss carryforwards and tax otherwise raw materials and supplies of €43 thousand (31 Decem-
credits for research and development amounted to €7,730 thousand ber 2018: €40 thousand).
as of 31 December 2019 (31 December 2018: €6,627 thousand).
Deferred tax assets from loss carryforwards and tax credits are rec-
ognised in the balance sheet to the extent that it is probable that 4.7 Trade receivables
future taxable profit will be available against which the Group can
utilise the loss carryforwards. Trade receivables result from current business and refer to customer
contracts within the scope of IFRS 15.
Purchase price allocations due to the acquisition of GFT Smart
Technology Solutions GmbH (formerly: AXOOM GmbH) resulted in Trade receivables
deferred tax liabilities of €21 thousand, to be expensed in instal-
in € thousand 31/12/2019 31/12/2018
ments, from the initial recognition of assets for an acquired sales
Receivables from customer contracts
right. (gross carrying amount) 115,924 95,897
Value adjustments −1,904 −506
The total amount of temporary differences in connection with invest-
Carrying amount (net) 114,020 95,391
ments in affiliated and associated companies for which no deferred
tax liabilities have been recognised was €4,135 thousand as of
31 December 2019 (31 December 2018: €3,211 thousand). Trade receivables have a remaining term of up to one year.

Deferred tax assets are offset against deferred tax liabilities if they As of 31 December 2019, there were no receivables from associated
relate to income taxes levied by the same taxation authority and companies (31 December 2018: €0 thousand).
there is a right to set off an actual tax refund claim against an actual
tax liability. No distinction is made between current and non-current Volume discounts account for €1,459 thousand of value adjustments
deferred tax assets and liabilities in the consolidated balance sheet. and expected credit losses for the remaining amount (€445 thousand).
These are shown in the consolidated balance sheet as shown in the
table below.
GFT Annual Report 106
2019

The development of valuation allowances on trade receivables on When estimating expected credit losses or the default risk, a dis-
the basis of expected credit losses was as follows. tinction is made between trade receivables from major clients and
other clients.
Value adjustments on trade receivables
The expected credit losses for trade receivables from major clients
in € thousand 31/12/2019 31/12/2018
are estimated using a probability-weighted default rate based on
Balance as of 1 January 506 3,443
an average external credit rating. To determine the expected credit
Effect of first-time adoption of losses, the probability-weighted default rate is multiplied as a per-
IFRS 9 0 204
centage by the nominal value of trade receivables.
Balance as of 1 January 506 3,647
Net additions 247 230 The following tables contain information on the default risk and
Drawings −178 −2,653 expected credit losses for trade receivables from major clients.
Reversals −89 −678
Exchange rate effects and other
changes −41 −40
Balance as of 31 December 445 506

Expected credit losses major clients

in € thousand 31/12/2019
Weighted average Gross carrying Value adjustment Impaired
Credit rating loss rate amount creditworthiness
A 0.06% 3,341 −2 No
A– 0.06% 4,440 −3 No
BBB 0.16% 22,863 −37 No
BBB– 0.24% 17,473 −42 No
48,117 −84

in € thousand 31/12/2018
Weighted average Gross carrying Value adjustment Impaired
Credit rating loss rate amount creditworthiness
AA+ 0.06% 3,932 −2 No
AA 0.07% 3,850 −3 No
A 0.11% 24,158 −27 No
BB 0.17% 10,580 −18 No
42,520 −50

The GFT Group uses a value adjustment matrix to measure the


expected credit losses on trade receivables from other clients,
which comprise a very large number of small balances. The loss
ratios are calculated using the roll rate method, which is based on
the probability that a receivable will progress through successive
stages in payment delay.

The following tables provides information about the estimated


default risk and expected credit losses on trade receivables from
other clients.
107 Consolidated Financial Statements

Expected credit losses other clients

31/12/2019
Weighted average Gross carrying Value adjustment Impaired
in € thousand loss rate amount creditworthiness
not overdue 0.27% 59,656 −161 No
1 to 30 days overdue 0.77% 2,745 −21 No
31 to 90 days overdue 0.91% 1,644 −15 No
91 to 180 days overdue 1.23% 1,712 −21 No
181 to 360 days overdue 22.50% 80 −18 Yes
more than 360 days overdue 24.46% 511 −125 Yes
66,348 −361

31/12/2018
Weighted average Gross carrying Value adjustment Impaired
in € thousand loss rate amount creditworthiness
not overdue 0.05% 46,787 −23 No
1 to 90 days overdue 0.86% 4,288 −37 No
91 to 180 days overdue 0.91% 1,104 −10 No
more than 180 days overdue 3.18% 691 −22 Yes
52,870 −92

Further information on financial risks and risk types is provided in Contract liabilities mainly relate to advance payments received from
note 9.1. clients for construction contracts for which revenue is recognised
over a specified period. Contract liabilities have a remaining term
of up to one year.
4.8 Contract balances
The amount of €32,578 thousand disclosed under contract liabilities
The following table provides information on receivables, contract at the beginning of the period was recognised in full as revenue in
assets and contract liabilities arising from contracts with clients. 2019.

Contract balances

in € thousand 31/12/2019 31/12/2018


4.9 Shareholders’ equity
Receivables included in trade
receivables 114,020 95,391
Please refer to the separately presented consolidated statement of
changes in equity for the development of equity during the financial
Contract assets 15,732 14,083
years 2019 and 2018 (see annex 1.4).
Contract liabilities 38,840 32,578

Subscribed capital
Contract assets mainly refer to the GFT Group’s claims for consid- As of 31 December 2019, the subscribed capital (share capital) of
eration resulting from services from fixed-price contracts in con- €26,325,946.00 consisted of 26,325,946 no-par value shares
nection with the development of customer-specific IT solutions and (unchanged from the previous year). The shares are bearer shares
the implementation of sector-specific standard software that have and all grant the same rights.
been rendered but not yet invoiced as of the reporting date. The
amount of contract assets as of 31 December 2019 is affected by
an impairment of €5 thousand (31 December 2018: €5 thousand).
Contract assets are reclassified as receivables when the rights
become unconditional. This usually happens when the GFT Group
issues an invoice to the client. The acquisition of the subsidiary GFT
Smart Technology Solutions GmbH (formerly: AXOOM GmbH) had
no impact on contract assets (see note 3.2).
GFT Annual Report 108
2019

Authorised capital connection with (partial) company acquisitions or may be sold to


With a resolution adopted by the Annual General Meeting of third parties for cash at a price that is not significantly lower than the
14 June 2016, the Administrative Board was authorised until stock market price at the time of the sale. The acquired shares may
13 June 2021 to increase the share capital of GFT Technologies SE also be used to issue shares to employees of GFT Technologies SE
by up to €10.00 million through a one-time-only or repeated partial and of its affiliated companies pursuant to sections 15 et seq. AktG,
issuance of bearer shares (no-par shares) against cash contributions or may also be cancelled.
and / or contributions in kind (Authorised Capital). The new shares
are to be offered to the shareholders for subscription (also by way The authorisation to purchase treasury shares was not exercised in
of indirect subscription in accordance with section 186 (5) AktG). the reporting period. As in the previous year, GFT Technologies SE
The Administrative Board was also authorised to exclude the legal held no treasury shares as of 31 December 2019.
subscription right of shareholders under certain conditions and
within defined limits. Capital reserve
The capital reserve of €42,148 thousand is unchanged from the
Authorised capital has not been utilised so far. As of 31 Decem- previous year and comprises the amount generated by the issue of
ber 2019, there was therefore unused authorised capital of shares in excess of the arithmetical value.
€10.00 million (31 December 2018: €10.00 million).
Retained earnings
Conditional capital Retained earnings comprise the earnings generated in the past by
With a resolution adopted by the Annual General Meeting of those companies included in the consolidated financial statements,
31 May 2017, the Administrative Board was authorised until insofar as they have not been distributed. Revaluations from defined
30 May 2022 (inclusive) to grant or issue on a one-time-only or benefit pension plans and deferred taxes on these plans carried
repeated basis convertible and / or warrant bonds and / or profit partic- directly in equity are also included in retained earnings.
ipation rights with conversion and / or option rights and / or conversion
or warrant obligations (or a combination of these instruments) made Dividend
out to the bearer with a total nominal amount of up to €300.00 mil- According to the German Stock Corporation Act (Aktienge-
lion with or without a limited term (bonds) and the creditors of bonds setz – AktG), the dividend is distributed from the balance sheet profit
conversion or warrant rights and / or conversion or warrant obliga- reported in the annual financial statements of GFT Technologies SE
tions to subscribe to a total amount of up to 10,000,000 new no-par (separate financial statements). In the financial year 2019, a dividend
value bearer shares of the company with a proportionate amount of €0.30 per share totalling €7,898 thousand (2018: €0.30 per share,
of share capital of up to €10.00 million in accordance with the more total €7,898 thousand) was distributed to the shareholders of the
detailed provisions of the terms and conditions of the bonds. The parent company from the balance sheet profit of the parent company
bonds may also have a variable interest rate, whereby the interest for the 2018 financial year.
rate may depend in whole or in part on the amount of the annual
net income, the balance sheet profit or the dividend of the company. On 4 March 2020, the Administrative Board concurred with the
proposal of the Managing Directors to distribute €7,898 thousand
The bonds can be issued for cash or non-cash contributions. The (€0.30 per share) to shareholders from the distributable profit of
respective conditions may also provide for a conversion or warrant GFT Technologies SE for 2019. In view of the Covid-19 pandemic,
obligation. The bonds may also be issued by domestic or foreign however, the Administrative Board resolved at its meeting on
companies in which GFT Technologies SE directly or indirectly holds 7 April 2020 to review the dividend proposal for the financial year
a majority of the votes and capital. The Administrative Board was 2019 until the Annual General Meeting is convened in order to
also authorised to exclude the legal subscription right of sharehold- be able to take appropriate account of further developments. In
ers to the bonds under certain conditions and within defined limits accordance with the GFT Group’s dividend policy, the dividend to
shareholders is to be within the payout range of 20% to 50% of
To service the bonds issued under the above authorisation, the Group’s net income.
Annual General Meeting of 31 May 2017 resolved to conditionally
increase the share capital by up to €10.00 million (Conditional Cap- Other reserves
ital 2017). Other reserves comprise the accumulated differences from currency
translations of the financial statements of consolidated foreign sub-
The authorisation to issue bonds has not yet been exercised. sidiaries carried directly in equity.

Treasury shares Changes in other reserves are included in other comprehensive


With a resolution adopted by the Annual General Meeting of income and presented in the statement of comprehensive income
23 June 2015, GFT Technologies SE was authorised to purchase (see annex 1.3).
treasury shares up to a total of 10% of share capital as at the time
of the Annual General Meeting resolution and to use them for all
legally permissible purposes. Among other things, the shares may
be used, with the exclusion of shareholder subscription rights, in
109 Consolidated Financial Statements

Capital management The defined benefit plans in Switzerland concern provisioning


The GFT Group’s capital management comprises the consolidated according to Swiss Federal legislation on occupational old age,
equity attributable to the shareholders of the parent company survivor’s and disability benefit plans (BVG). These plans represent
GFT Technologies SE, whose structure and possible uses are largely so-called ‘BVG full insurance solutions’. Due to the statutory mini-
determined by the capital structure of GFT Technologies SE. As there mum interest and conversion rate guarantees, these plans represent
are no shares of non-controlling interests, the equity attributable defined benefit plans in the meaning of IAS 19. For this reason, provi-
to the shareholders of GFT Technologies SE corresponds to total sions were formed in the balance sheet for these plans on 31 Decem-
consolidated equity. The aim of capital management is to secure ber 2019 and in the previous year. ‘Fully insured’ BVG plans refer to
the sustainable provision of equity for the Group under consider- those plans for which all actuarial risks, including capital market risks,
ation of appropriate dividend payments to the shareholders. GFT is are borne by an insurance company, at least temporarily. The BVG
subject to external minimum capital requirements due to covenants provisioning of the Swiss subsidiary of GFT Technologies SE com-
in connection with the promissory note loans and syndicated loan. prises 54 active insured parties as of 31 December 2019 (31 Decem-
The covenants were met in full. The quantitative statements as to ber 2018: 47 active insured parties). As in the previous year, there
managed capital and the changes compared to the previous year are no pension recipients.
are presented in the consolidated statement of changes in equity
of the GFT Group. Severance payments under Italian law (Trattamento di Fine Rapporto,
TFR) are one-off payments due as soon as the employee leaves
the company. The size of the severance payment is based on the
4.10 Provisions for pensions number of monthly salaries (indexed), whereby one service year
entitles the employee to one monthly salary (annual salary divided
Provisions for pensions of the GFT Group comprise both defined by 13.5). Under certain circumstances, for example for the purchase
benefit and defined contribution plans and include obligations from of a home or medical care, the employee may receive an advance of
current pensions and entitlements to pensions payable in future. For up to 70% of the claim. As of the financial year 2007, these payments
defined contribution plans, contributions are paid by the company are to be made to the state social security institute (Istituto Nazionale
based on legal or contractual regulations, or on a voluntary basis, to della Previdenzia Sociale, INPS) or an insurance provider nominated
state or private pension insurance institutes. The contributions paid by the employee which is mandatory for companies with more than
in the financial year 2019 for defined contribution plans to public and 50 employees. Below this threshold, transfers are voluntary and are
private pensions regulatory authority of €25,575 thousand (2018: not made by the Italian subsidiaries of GFT Technologies SE.
€26,391 thousand) are included in personnel expenses.
The obligations under Polish law also refer to severance payments
The main domestic and foreign pension plans of the GFT Group are which are required by law via the Polish Social Insurance Institution
described below. (Zakład Ubezpieczeń Społecznych, ZUS), whereby they become
due on reaching the retirement age or with a decline in health or
Defined benefit plans in Germany exist due to direct individual increased need for medical care. The sum is calculated on the basis
commitments to retirement benefits, invalidity benefits, and provi- of one monthly salary per employee and is disclosed at the dis-
sions for dependents for 23 active managers (31 December 2018: counted rate as of the beginning of employment.
1), 7 managers who have left the company (31 December 2018: 1),
as well as for a former Managing Director of a former subsidiary The following table shows the weighted average valuation factors
(31 December 2018: 1). used to calculate the pension obligations.

Due to the acquisition of GFT Smart Technology Solutions GmbH


(formerly: AXOOM GmbH), the number of defined benefit plans in
Germany increased in the reporting period. All entitlements resulting
from the acquisition are non-forfeitable.

Parameters for determining the actuarial values

Germany Switzerland Italy Poland


31/12/19 31/12/18 31/12/19 31/12/18 31/12/19 31/12/18 31/12/19 31/12/18
Probability of fluctuation 2.00% – BVG 2015 BVG 2015 10.00% 10.00% 16.60% 12.50%
Pensionable age 63 63 65 / 64 65 / 64 67 67 65 / 60 65 / 60
Salary increases 3.00% 3.00%
2.00% N/A 2.00% 2.00% + Inflation + Inflation 3.50% 3.50%
Pension increases 2.00% 2.00% 0.00% 0.00% 2.63% 2.70% – –
Actuarial interest rate 0.59% 1.61% 0.15% 1.00% 0.77% 1.57% 2.10% 2.60%
GFT Annual Report 110
2019

In calculating pension obligations, life expectancy for the German Present value of pension obligations
pension plans as of 31 December 2019 was based on K. Heubeck’s
in € thousand 31/12/2019 31/12/2018
‘Richttafeln 2018 G’ (2018 G mortality tables). The guideline tables
Pension obligation as of 1 January 13,905 15,068
take into account the latest statistics of the statutory pension insur-
ance and the Federal Statistical Office. The effect of conversion Current service cost 684 1,054

to the Heubeck mortality tables in the previous year amounted to Past service cost 0 −604
€17 thousand and was shown in the actuarial losses from changes Interest expense/income 164 145
in demographic assumptions. For the foreign pension plans, compa- Restatements 1,619 −1,560
rable valuation bases customary in the country are used. Contributions to pension plan 471 757
Benefits paid −765 −1,316
The likelihood of withdrawals and the actuarial assumptions for the
Exchange rate changes and other
Swiss plans are geared to the Swiss Federal legislation on occu- changes 1 758 361
pational old age, survivor’s and disability benefit plans (BVG 2015).
Pension obligation as of 31 December 16,836 13,905

The likelihood of withdrawals in Italy is assessed at 10.00%. The


1 Exchange rate changes and other changes comprise additions from
actuarial assumptions for mortality rates are prescribed by surveys of
changes in the consolidated group amounting to €312 thousand.
the Italian statistics office (Istituto Nazionale di Statistica, Istat 2004).
The actuarial assumptions for disability incidence rates are based
on the tables of the National Institute for Social Security (Istituto The fair value of the plan assets is reconciled as follows.
Nazionale della Previdenza Sociale, INPS).
Fair value of plan assets
For Poland, the likelihood of withdrawals is assessed at 16.60%.
in € thousand 31/12/2019 31/12/2018
The actuarial assumptions for mortality rates are prescribed by the
Fair value of plan assets as
Main Statistical Office (Główny Urząd Statystyczny, GUS) (GUS 2017: of 1 January 6,953 6,495
multiplied by 60%). The actuarial assumptions for disability incidence
Income from plan assets (without
rates are based on the table of the Polish Social Insurance Institution interest income) 68 50
(ZUS 2008).
Premiums paid less benefits received −340 −404
Contributions by employer 259 265
The present values of the defined benefit obligations, the fair values
Contributions by entitled employees 259 265
of the plan assets and the respective excessive and / or insufficient
cover of the reporting year and the preceding year can be taken Revaluations −114 0
from the following table: Exchange rate changes 257 283
Fair value of plan assets as
Net liability of pension obligations of 31 December 7,342 6,953

in € thousand 31/12/2019 31/12/2018


Fair value of plan assets −7,342 −6,953
Plan assets concern the BVG provisioning in Switzerland and an
Present value of defined benefit amount of €250 thousand in term deposits pledged to the pension
obligations 16,836 13,905
recipient (‘Plan Assets GFT Technologies SE’). In the following year
Underfunding (net debt) 9,494 6,952
(2020), employer contributions to the plan assets of €231 thousand
and employee contributions of the same amount are expected. As in
Of the present value of the entitlements, €12,297 thousand the previous year, the calculation of the obligation and the generally
(31 December 2018: €10,358 thousand) relates to pension plans that expected return of the plan assets in Switzerland was based on the
are financed completely or partially by plan assets and €4,539 thou- valid insurance regulations, databases and cash flow disclosures
sand (31 December 2018: €3,547 thousand) to pension plans that for 2019 of the company. The expected income from plan assets of
are not financed by plan assets. GFT Technologies SE results from interest and is insignificant.

The present value of the pension obligations is reconciled as follows. Under IAS 19R, companies must classify the fair value of plan assets
according to the nature and risks of these assets. The breakdown
of plan assets is as follows:
111 Consolidated Financial Statements

Fair value of plan assets The weighted average maturity of the defined benefit obligations
is 11.07 years. The major part of plan assets is attributable to pen-
in € thousand 31/12/2019 31/12/2018
sion schemes in Switzerland. The plan assets in Germany amount
Bonds 3,901 3,767
to €250 thousand (31 December 2018: €250 thousand) and are
Shares 1,894 436 invested as term deposits. There are no plan assets in Italy and
Property 745 985 Poland. In the next reporting period (2020), plan contributions of
Alternative investments 612 491 €569 thousand are expected throughout the Group.
Cash and cash equivalents 190 134
Mortgages 0 1,140 In order to estimate the amount and uncertainty of future cash flows,
a sensitivity analysis was conducted. An increase or decrease in the
Fair value of plan assets as
of 31 December 7,342 6,953 key actuarial assumptions would have the effects on the present
value of the pension obligations shown in the following table. Sum-
marised information based on weighted averages was provided for
the respective plans in Switzerland.

Sensitivity analysis of the present value of pension obligations as of 31 December 2019

Obligation Change
in € thousand in %
Germany Switzer- Italy Poland Germany Switzer- Italy Poland
land land
Present value of obligation 2,461 11,844 2,446 85
Discount rate 0.59% 1.00% 0.77% 2.10%
Increase of 0.5% 1,923 10,629 2,340 78 −6.60% −10.26% −4.35% −8.74%
Decrease of 0.5% 2,210 13,276 2,512 94 7.35% 12.08% 2.69% 9.87%
Salary increase 2.00% 2.00% 1.50% 3.50%
Increase of 0.5% N/A 11,924 2,428 94 N/A 0.67% 0.76% 10.35%
Decrease of 0.5% N/A 11,598 2,419 78 N/A −0.79% −1.10% −9.32%
Pension increase 2.00% 0.00% 2.63% N/A
Increase of 0.5% 2,185 12,112 2,492 N/A 6.14% 2.26% 1.46% N/A
Decrease of 0.5% 1,944 11,569 2,367 N/A −5.56% −2.32% 3.24% N/A

In Switzerland, no pension increase was assumed as there is no


mandatory adjustment for inflation. A reduction of 0.5 percentage
points would imply a decrease in the pension, which is not legally
possible.

As an insignificant proportion of the pension obligation in Germany


is attributable to active candidates, no sensitivity analysis was
conducted for the assumption of future salary increases (N/A = not
applicable).
GFT Annual Report 112
2019

4.11 Other provisions

The development of other provisions is shown in the following table.

Other provisions

Personnel and Outstanding Other Total


in € thousand social supplier invoices
Balance as of 1 January 2019 29,491 4,631 3,468 37,590
Consumption −22,818 −1,455 −3,028 −27,301
Reversals −2,035 −11 −440 −2,486
Additions 26,145 1,782 4,439 32,366
Exchange rate effects and other changes −1,088 −2,831 1,440 −2,479
Balance as of 31 December 2019 29,695 2,116 5,879 37,690

Provisions for personnel and social obligations mainly include 4.12 Liabilities
expected expenses of the GFT Group for employee commis-
sions / bonuses, anniversaries and severance payments as well as The following table shows the composition of liabilities by remaining
holiday entitlements. term and type of collateral (values in brackets relate to the previous
year).
The provisions for outstanding supplier invoices mainly relate to
freelancers and subcontractors commissioned within the framework
of the operating business. The cash outflows for these provisions are
mainly expected by the end of March in the following year.

Due to the maturity profile, i. e. the expected settlement date for


outflows of economic benefit, other provisions are shown in the
balance sheet as follows:

Maturity profile of other provisions

in € thousand 31/12/2019 31/12/2018


Non-current provisions
Performance-based remuneration 673 545
Employee social benefits 432 455
Other 227 694
Subtotal 1,332 1,694
Current other provisions
Performance-based remuneration 17,218 20,830
Holiday obligations 8,686 7,550
Outstanding supplier invoices 2,116 4,631
Other 8,338 2,885
Subtotal 36,358 35,896
Total 37,690 37,590
113 Consolidated Financial Statements

Remaining term and collateral

Remaining term Total amount Thereof secured Nature and form of


31/12/2019 through liens and the collateral
up to 1 year more than 5 years similar rights
in € thousand
Financing liabilities 16,500 0 114,945
(15,299) (27,168) (121,244) 8,000 Mortgage 1
Other financial 14,074 17,012 57,544
liabilities 2 (3,197) 0 (3,197)
Trade payables 9,500 0 9,500
(13,702) (0) (13,702)
Current income 4,533 0 4,533
tax liabilities (3,471) (0) (3,471)
Contract liabilities 38,840 0 38,840
(32,578) (0) (32,578)
Other liabilities 25,806 0 25,806
(21,685) (0) (21,685)
109,253 17,012 251,168
(89,932) (27,168) (195,877)

1 The mortgage serves as collateral for a loan agreement expiring on 30 June 2024.
2 The GFT Group applied IFRS 16 for the first time on 1 January 2019. Under the selected cumulative retrospective transition method, the previous year’s
figures were not adjusted.

Financing liabilities exclusively comprise bank liabilities. Composition of other liabilities

in € thousand 31/12/2019 31/12/2018 1


Non-current other financial liabilities
4.13 Other liabilities
Lease liabilities 43,470 0

The following table shows the composition of other liabilities – Subtotal 43,470 0
divided into financial and non-financial liabilities.
Current other financial liabilities
Lease liabilities 9,937 0
Payroll liabilities 4,091 2,889
Debtors with credit balances 46 309
Subtotal 14,074 3,198

Current other liabilities


Wage tax, VAT and other tax liabilities 13,000 10,903
Liabilities to social security institutions 6,840 8,152
Deferred income 839 1,290
Other 5,127 1,340
Subtotal 25,806 21,685

Total 39,880 24,883

1 The GFT Group applied IFRS 16 for the first time on 1 January 2019. Under
the selected cumulative retrospective transition method, the previous
year’s figures were not adjusted.

As of 31 December 2019, there were no other liabilities due to asso-


ciated companies (31 December 2018: €1 thousand).
GFT Annual Report 114
2019

5 Explanations on items of the


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 (reve-


nue acc. to IFRS 15) is divided into the two categories: geographical
region and type of contract for the provision of services or sale of
goods.

Other revenue mainly includes revenue from activities in connection


with the Group headquarters in Stuttgart.

Revenue

Americas, UK & APAC Continental Europe Reconciliation Total


in € thousand 2019 2018 2019 2018 2019 2018 2019 2018
Geographical regions
Brazil 33,546 22,590 0.0 0 0 0 33,546 22,590
Germany 539 97 52,564 60,329 544 504 53,647 60,930
France 10,965 1,921 343 14 0 0 11,309 1,935
UK 81,150 97,852 517 711 0 0 81,667 98,563
Italy 0 0 63,436 57,110 0 0 63,436 57,110
Canada 15,686 6,927 0 0 0 0 15,686 6,927
Mexico 16,997 9,376 0 0 0 0 16,997 9,376
Poland 1,462 1,574 135 350 0 0 1,596 1,924
Switzerland 0 0 6,688 9,395 0 0 6,688 9,395
Spain 193 0 92,780 91,707 0 0 92,973 91,707
USA 35,341 37,132 58 227 0 0 35,399 37,359
Other countries 3,106 5,974 12,929 9,035 0 0 16,035 15,009
198,985 183,443 229,450 228,878 544 504 428,979 412,825
Type of contract
Service contract 119,960 106,531 39,654 52,903 0 0 159,614 159,434
Fixed-price contract 70,124 55,168 157,605 153,165 0 0 227,729 208,333
Maintenance contract 8,901 21,744 27,652 22,810 0 0 36,553 44,554
Other 0 0 4,539 0 544 504 5,083 504
198,985 183,443 229,450 228,878 544 504 428,979 412,825
Time of transfer of
goods or services
Transfer at a
certain time 0 0 0 0 376 338 376 338
Transfer over a
certain period 198,985 183,443 229,450 228,878 168 166 428,603 412,487
198,985 183,443 229,450 228,878 544 504 428,979 412,825
115 Consolidated Financial Statements

Revenue under IFRS 15 includes revenue of €32,578 thousand, 5.4 Personnel expenses
which were included in contract liabilities as of 1 January 2019.
Personnel expenses are composed as follows:
As of 31 December 2019, it is expected that revenues of
€47,527 thousand (31 December 2018: €46,947 thousand) from Personnel expenses
unfulfilled or partially unfulfilled performance obligations at the end
in € thousand 2019 2018
of the reporting period will be realised within the next three years.
Wages, salaries and social security
These are fixed-price contracts, in particular in connection with the contributions 284,406 258,957
development of sector-specific IT solutions and the implementa-
Expenses for pensions 4,101 4,158
tion of bank-specific standard software. Not included are remaining
Other personnel expenses 8,820 5,069
performance obligations from customer contracts with an expected
original term of no more than one year. 297,327 268,184

5.2 Other operating income


5.5 Depreciation and amortisation of
The following table shows the composition of other operating income. intangible assets and property, plant and
equipment
Other operating income
Scheduled depreciation and amortisation of intangible assets and
in € thousand 2019 2018
property, plant and equipment in the financial year 2019 amounted
Government grants 6,612 3,867
to €23,562 thousand (2018: €12,723 thousand). An amount of
Currency gains 2,415 3,468 1 €10,955 thousand (2018: €0 thousand) relates to the amortisation of
Reversal of value adjustments for right-of-use assets according to IFRS 16 Leases. Further information
operating receivables 89 360
on the amortisation of right-of-use assets is provided in note 9.2.
Reversal of provisions 64 0
Other income relating to other periods 393 50
Other 3,487 1,814 5.6 Other operating expenses
13,060 9,559 1
The composition of other operating expenses is as follows:
1 Adjusted, see note 2.3
Composition of other operating expenses
Government grants relate to tax subsidies for research and devel-
in € thousand 2019 2018
opment and similar activities.
Personnel-related expenses 19,323 18,097
Sales and marketing 4,228 3,002

5.3 Cost of purchased services Rent and maintenance expenses 5,093 16,256
IT and telecommunication expenses 3,535 6,475
The cost of services purchased by the GFT Group amounting to Audit and consulting fees 4,879 6,616
€46,427 thousand (2018: €54,049 thousand) relates to external Other taxes 3,923 1,469
services provided by freelancers and subcontractors in connection
Currency losses 3,564 4,289 1
with the core operating business.
Other expenses relating to
other periods 453 396
Expenses in connection with
company acquisitions 207 383
Losses from the disposal of property,
plant and equipment 374 144
Value adjustments for operating
receivables 112 78
Insurance expenses 1,524 2,656
Other 6,339 2,769
53,554 62,630 1

1 Adjusted, see note 2.3


GFT Annual Report 116
2019

5.7 Research and development expenses The composition of deferred tax expense / income is shown in the
following table.
Research and development expenses of €3,080 thousand in
the reporting period were slightly up on the previous year (2018: Deferred income taxes
€3,002 thousand). The GFT Group’s research and development
in € thousand 2019 2018
activities focused in particular on exponential technologies, espe-
From temporary differences −1,540 −1,033
cially cloud, distributed ledger technology (DLT), automation (RPA),
data analytics and artificial intelligence (AI). From tax loss carryforwards
and tax credits −421 −1,561
Tax income −1,961 −2,594
Of the total costs for research and development expensed in profit
or loss an amount of €2,103 thousand (2018: €1,975 thousand)
was attributable to personnel expenses and €977 thousand (2018: Deferred taxes recognised directly in retained earnings related to
€1,027 thousand) to other operating expenses. actuarial gains / losses for pension obligations pursuant to IAS 19 of
€ –174 thousand (2018: € –343 thousand).

5.8 Interest result With regard to deferred tax assets from tax loss carryforwards, rec-
ognition adjustments for loss carryforwards amounting to €20 thou-
The composition of the interest result is shown in the table below. sand were made in the financial year 2019 (2018: €1,519 thousand).
In addition, there were recognition adjustments for deductible tem-
Interest result porary differences not yet recognised of € –347 thousand (2018:
€1,777 thousand)
in € thousand 2019 2018
Interest on refunds 414 0
The following table shows the reconciliation from the tax expense
Interest on bank balances 118 125 expected in the financial year to the tax expense disclosed. In order
Other interest income 43 67 to determine the expected tax expense, the unchanged domestic
Interest income 575 192 overall tax rate valid in the reporting period of 28% was multiplied
Interest on financing liabilities −1,775 −1,626 with earnings before income taxes.
Compounding of lease liabilities −1,127 0
Reconciliation of effective tax rate
Compounding of variable purchase
price liability 0 −556 in € thousand 2019 2018
Other interest expenses −267 −95 Earnings before income taxes 18,734 22,636
Interest expenses −3,169 −2,277 Expected tax expense at 28%
Interest result −2,593 −2,085 (2018: 28%) 5,245 6,338
Other non-deductible expenses and
tax-free income 1,294 1,971
Effects from permanent differences 967 2,338
5.9 Income taxes
Recognition of tax effects from tax loss
carryforwards not yet considered −192 −85
The table below presents a breakdown of the income tax expense
Losses of the current year for which no
disclosed in the consolidated income statement. deferred tax asset was recognised 347 −1,626
Tax rate differences −674 −3,408
Breakdown of income taxes
Reduction of tax rate 108 34
in € thousand 2019 2018 Aperiodic effects −379 −891
Current tax expense 7,033 5,255 Tax rebates −1,124 −1,677
Deferred tax income −1,961 −2,594 Other tax effects −520 −331
Tax expense 5,072 2,661 Effective tax expense 5,072 2,661
Effective tax rate 27.08% 11.76%

The current tax expense for the financial year 2019 includes income
tax income relating to other periods of €100 thousand (2018:
€ –119 thousand).
117 Consolidated Financial Statements

5.10 Earnings per share

Earnings per share (basic) and earnings per share (diluted) are calcu-
lated on the basis of the earnings attributable to the shareholders of
GFT Technologies SE. As there are no dilutive effects, basic earnings
per share therefore correspond to diluted earnings per share.

The following calculation of earnings per share is based on profit


attributable to ordinary shareholders and a weighted average num-
ber of ordinary shares outstanding:

Earnings per share

in € 2019 2018
Basic earnings per share 0.52 0.76
profit for the period considered 13,660,113.57 19,975,584.64
number of ordinary shares
considered 26,325,946 26,325,946
Diluted earnings per share 0.52 0.76
profit for the period considered 13,660,113.57 19,975,584.64
number of ordinary shares
considered 26,325,946 26,325,946
GFT Annual Report 118
2019

6 Explanations on items of the


statement of comprehensive
income

Income taxes in other comprehensive income


The taxes recognised in other comprehensive income are allocated
to the individual items of the consolidated statement of comprehen-
sive income as follows:

Income taxes on items in other comprehensive income

2019 2018
Amount Income taxes Amount Amount Income taxes Amount
in € thousand before taxes after taxes before taxes after taxes
Items that will not be reclassified
to the income statement
Revaluation of defined benefit
pension plans −1,710 337 −1,373 1,554 −343 1,211
Currency translation of net investments
in foreign operations 2,179 0 2,179 839 0 839
Gains/losses from currency translation
of foreign subsidiaries 1,802 0 1,802 −1,732 0 −1,732
2,271 337 2,608 661 −343 318

Result from net investments in foreign operations


The result from the classification and measurement of net invest-
ments in foreign operations recognised directly in equity amounted
to €2,179 thousand in the reporting period (2018: €839 thousand)
and relates entirely to currency translation effects. Net investments
comprise long-term loans to the subsidiaries GFT UK Limited, GFT
Brasil Consultoria Informática Ltda. and 9380-6081 Québec Inc.

Due to the partial repayment and reclassification of the remaining


loan of the UK subsidiary GFT Financial Ltd., the cumulative currency
gain of €643 thousand previously recognised directly in equity was
reclassified to the income statement in the reporting period.
119 Consolidated Financial Statements

7 Explanations on items of the Interest paid and interest received is allocated to cash flow from
consolidated cash flow statement operating activities.

Financial liabilities, or financing liabilities, and the hedging instru-


The cash flow statement shows how the cash and cash equivalents ments used in this connection changed as follows in the financial
of the GFT Group changed during the reporting period. In accor- year:
dance with IAS 7, the cash flow statement classifies cash flows during
the period according to operating, investing, and financing activities.
Cash flow from operating activities is derived from net income using
the indirect method.

Financial liabilities

As of Changes Changes not affecting cash flow As of


01/01/2019 affecting 31/12/2019
Currency Fair values Reclassifica-
cash flow
in € thousand effects tions
Non-current financial liabilities 105,945 0 0 0 –7,500 98,445
Current financial liabilities 15,299 −6,299 0 0 7,500 16,500
Assets used to hedge
non-current financial liabilities 0 0 0 0 0 0
Total 121,244 −6,299 0 0 0 114,945

Cash and cash equivalents disclosed in the cash flow statement


break down as follows.

Cash and cash equivalents

in € thousand 31/12/2019 31/12/2018


Short-term bank balances 56,139 61,557
Cash 5 13
Total 56,144 61,570

The net payments from the acquisition of consolidated companies


are as follows.

Net payments from the acquisition of consolidated companies

Purchase price Share of cash in Cash acquired Other assets Liabilities assumed
the purchase price acquired
in € thousand (in %)
Acquisition of companies 8,606 100 987 18,357 14,024
thereof
Non-current assets 477
Current assets 17,880
Non-current liabilities 333
Current liabilities 13,691

See also note 3.2 for further information on business combinations.


GFT Annual Report 120
2019

8 Segment reporting Information on Business Segments

Americas, UK & APAC

8.1 General information in € thousand 2019 2018 1


External revenue 198,985 183,443
The GFT Group has two reporting segments. As the chief operating Intersegment revenue 5,656 2,415
decision-makers responsible for assessing the company’s results of Total revenue 204,641 185,858
operations and allocating resources, the Managing Directors regu-
larly assess the business activities of these two segments.
Segment result (EBT) 5,323 4,818

The Americas, UK & APAC segment comprises operating companies thereof depreciation and
amortisation –9,372 –5,396
in the following countries:
thereof interest income 527 174

■ Brazil thereof interest expenses –1,626 –1,416


■ Canada
■ Costa Rica 1 The GFT Group has initially applied IFRS 16 at 1 January 2019.
■ Hong Kong Special Administrative Region of the People’s Under the modified retrospective transition method chosen, comparativ
Republic of China information is not restated.
■ Mexico
■ Singapore 8.2 Reconciliation
■ UK
■ USA The reconciliation discloses items which per definition are not com-
ponents of the segments. It also includes non-allocated items of
The Continental Europe segment comprises operating companies Group HQ, e. g. from centrally managed issues, or revenue which
in the following countries: only occasionally occurs for company activities. Business transac-
tions between the segments are also eliminated in the reconciliation.
■ Belgium The reconciliation of segment figures is as follows:
■ France
■ Germany Reconciliation of segment figures
■ Italy
in € thousand 2019 2018
■ Poland
Total segment revenue 492,820 480,036
■ Switzerland
■ Spain Elimination of inter-segment revenue −64,385 −67,715
Occasionally occurring revenue 544 504
Segment reporting complies with the accounting principles set out in Group revenue 428,979 412,825
IFRS 8 and is based on the Group’s internal controlling and reporting Total segment earnings (EBT) 23,395 24,045
structures. The GFT Group measures the success of its segments on Non-allocated expenses/income of
the basis of revenue and EBT. Segment revenue and earnings also Group HQ −4,210 −906
include transactions between the business segments. Transactions Other −453 −502
between segments are conducted at market prices and on an arm’s- Group net income before taxes 18,732 22,637
length basis.

The types of services with which the reporting segments generate


their income are all activities related to IT services. 8.3 Geographical information

The Managing Directors do not receive regular information on seg- The following table shows the revenue of the GFT Group as well as
ment assets, segment liabilities or the capital expenditure of each non-current other intangible assets and property, plant and equip-
segment. ment (including right-of-use assets), broken down by the compa-
ny’s country of domicile. This geographical information discloses
Detailed information on the business segments for the financial segment revenue based on customer location and segment assets
years 2019 and 2018 is presented in the following table. based on the locations of assets.
121 Consolidated Financial Statements

Continental Europe Total segments Reconciliation GFT Group


2019 2018 1 2019 2018 1 2019 2018 1 2019 2018 1
229,450 228,878 428,435 412,321 544 504 428,979 412,825
58,729 65,300 64,385 67,715 –64,385 –67,715 0 0
288,179 294,178 492,820 480,036 –63,841 –67,211 428,979 412,825

18,072 19,227 23,395 24,045 –4,663 –1,408 18,732 22,637

–12,066 –6,502 –21,438 –11,898 –2,125 –825 –23,563 –12,723


32 461 559 635 16 –443 575 192
–1,320 –1,512 –2,946 –2,928 –223 651 –3,169 –2,277

Revenue and non-current intangible and tangible assets by country

Revenue from sales to external clients 1 Non-current intangible and tangible assets

in € thousand 2019 2018 2019 2018


Brazil 33,546 22,590 6,486 6,412
Germany 53,103 60,426 54,467 43,897
France 11,309 1,935 112 0
UK 81,666 98,563 43,668 43,537
Italy 63,436 57,110 34,685 25,916
Canada 15,686 6,927 23,816 18,972
Mexico 16,997 9,376 1,443 678
Poland 1,596 1,923 8,936 1,045
Switzerland 6,688 9,395 530 60
Spain 92,973 91,707 33,462 19,547
USA 35,399 37,360 8,802 5,822
Other foreign countries 16,580 15,513 1,158 391
Total 428,979 412,825 217,565 166,277

1 By client location

Revenue from sales to external clients which account for more than
10% of consolidated revenue developed as follows in the financial
year 2019:

Clients accounting for over 10% of revenue

Revenue Segments in which this revenue is generated

in € thousand 2019 2018 2019 2018


Americas, UK & APAC, Americas, UK & APAC,
Client 1 120,393 157,469 Continental Europe Continental Europe

As in the previous year, revenue was generated from the provision


of services.
GFT Annual Report 122
2019

9 Other disclosures Trade payables


Due to their short maturities, it is assumed that the fair values corre-
spond to the carrying amounts of these financial instruments.
9.1 Financial instruments
Other financial liabilities
Carrying amounts and fair values of financial instruments Other financial liabilities comprise liabilities from leases, payroll
The table in annex 1e to the notes to the consolidated financial state- liabilities due to employees and other liabilities.
ments shows the carrying amounts and fair values for the respective
classes of financial instruments of the GFT Group and reconciles The fair values of liabilities from leases are determined as the pres-
these to the corresponding balance sheet items. ent value of expected cash flows, discounted using an interest rate
in line with the corresponding terms.
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 Payroll liabilities due to employees and other financial liabilities
transaction between market participants at the measurement date. are measured at amortised cost. Due to the predominantly short
In view of the varying influencing factors, the reported fair values maturities of these financial instruments, it is assumed that their fair
can only be regarded as indicators of the prices that may actually values correspond to the carrying amounts.
be achieved on the market.
Measurement categories
The fair values of financial instruments were determined on the The GFT Group uses various types of financial instruments in the
basis of the market information available on the reporting date; the normal course of business. These are classified in accordance with
following methods and premises were applied. IFRS 9 as follows: at amortised cost (AC) or at fair value through profit
or loss (FVTPL). The carrying amounts of financial instruments, bro-
Trade receivables, contract assets and cash and cash equivalents ken down into measurement categories, are presented on page 124.
Due to the short terms and the generally low credit risk of these
financial instruments, it is assumed that their fair values correspond The table on page 124 contains the carrying amounts of derivative
to the carrying amounts. financial instruments included in hedge accounting.

Other financial assets Measurement hierarchies


Other financial assets relate to derivative financial instruments The table on page 124 shows the measurement hierarchies (in accor-
included in hedge accounting and measured at fair value through dance with IFRS 13) in which financial assets and liabilities measured
profit or loss, as well as other financial assets. at fair value are classified.

Derivative financial instruments comprise interest rate hedging Financial instruments measured at fair value in the balance sheet
contracts (e. g. interest rate caps) whose fair values are determined can be classified into the following measurement hierarchies which
on the basis of discounted expected future cash flows. The market reflect the extent to which fair value is observable:
interest rates applicable for the remaining terms of the financial
instruments were used. Level 1: Fair value measurement is based on quoted, unadjusted
prices in active markets for these or identical assets and liabilities.
Other financial assets are measured at amortised cost. Amortised
cost is determined on the basis of the present value of future cash Level 2: Fair value measurement is based on parameters for which
inflows, discounted at an interest rate prevailing at the end of the either directly or indirectly derived prices are available on active
reporting period, taking into account the respective maturities of markets.
the financial assets. Due to the predominantly short terms of these
financial instruments, it is assumed that their fair values correspond Level 3: Fair value measurement is based on parameters for which
to the carrying amounts. no observable market data are available.

Financing liabilities The fair values of Level 2 were determined by the participating finan-
Financing liabilities refer to liabilities owed to banks. The fair values cial institutions on the basis of market data on the measurement date
of loans or other financing liabilities are determined as the present and using generally accepted valuation models.
values of expected future cash flows. Market interest rates for the
appropriate terms are used for discounting. There were no reclassifications between assessment hierarchies as
of 31 December 2019.
123 Consolidated Financial Statements

Net gains or losses Total interest income and expenses


The net gains or losses on financial instruments (excluding deriv- The following table shows the total interest income and expenses
ative financial instruments that are included in hedge accounting) for financial assets and financial liabilities which are not measured
recognised in the consolidated income statement are shown in the at fair value through profit or loss.
following table.
Total interest income and expenses
Net gains (+) or losses (–) on financial instruments
in € thousand 2019 2018
in € thousand 2019 2018 Total interest income 161 192
Financial assets at fair value Total interest expenses −2,902 −1,626
through profit or loss −263 −335
Impairments −247 −1,112
Qualitative descriptions of the accounting treatment and disclosure
Reversals of impairment losses 89 858
of financial instruments (including derivative financial instruments)
Exchange rate effects 41 724 are contained in note 2.6.
Financial assets measured at
(amortised) cost −117 470
Disclosures on derivative financial instruments
Financial liabilities measured at Derivative financial instruments are used by the GFT Group exclu-
(amortised) cost 0 0
sively to hedge financial risks resulting from its operating business
or refinancing activities. These mainly include currency and interest
The net gains and losses on financial assets at fair value through rate risks, which are defined as risk categories in accordance with
profit or loss include not only the results from changes in fair value IFRS 9. As of the reporting date, an interest cap was used to hedge
but also interest expenses and income from these financial instru- interest rate risks. Annex 1e to the notes to the consolidated financial
ments. Results from changes in market value are included in the statements shows the fair value as of the reporting date 31 Decem-
consolidated income statement under ‘Other operating income’. ber 2019 for the transaction designated as a hedging instrument.
Interest expenses and income from financial assets at fair value
through profit or loss are recognised in the financial result.

The net gains and losses from financial assets measured at (amor-
tised) cost are characterised by opposing effects from impairments,
reversals of impairment losses and exchange rate effects and are
disclosed in the consolidated income statement under other oper-
ating income and other operating expenses.
GFT Annual Report 124
2019

Information on financial instruments according to measurement categorie and measurement hierarchy

Measure- 31/12/2019
ment
Not measured at Measured at fair value Total
category
fair value
acc. to
IFRS 9 Carrying Fair value Carrying Fair value
amount amount
Level 1 1 Level 2 2 Level 3 3
in € thousand
Financial assets
Not measured at fair value
Trade receivables AC 114,020 114,020 – – – – 114,020
Contract assets AC 15,732 15,732 – – – – 15,732
Cash and cash equivalents AC 56,144 56,144 – – – – 56,144
Other financial assets 4 AC 2,797 2,797 – – – – 2,797
Measured at fair value
Interest rate cap designated as
hedging instrument 4, 5 – – – 0 – 0 – 0
Total financial assets 188,694 188,694 0 – 0 – 188,694

Financial liabilities
Not measured at fair value
Financial liabilities AC 114,945 119,263 – – – – 114,945
Other financial liabilities 6 AC 57,545 57,545 – – – – 57,545
Trade payables AC 9,500 9,500 – – – – 9,500
Total financial liabilities 181,989 186,307 – – – – 181,989

Thereof aggregated acc. to the


measurement categories IFRS 9
Financial assets measured at
amortised costs (AC) 188,694 188,694 – – – – 188,694
Financial liabilities measured at
amortised cost (AC) 181,989 186,307 – – – – 181,989

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 and the interest rate cap form together the total non-current and current other financial assets according to balance sheet
disclosure.
5 The interest rate cap was designated as a hedging instrument with regards to its intrinsic value within the context of hedge accounting, while its fair
value is separate.
6 The financial instruments comprise the non-current and current other financial liabilities according to balance sheet disclosure.
7 The GFT Group has initially applied IFRS 16 at 1 January 2019. Under the modified retrospective transition method chosen, comparative information is
not restated.
125 Consolidated Financial Statements

31/12/2018 7
Not measured at Measured at fair value Total
fair value
Carrying Fair value Carrying Fair value
amount amount
Level 1 1 Level 2 2 Level 3 3

95,390 95,390 – – – – 95,390


14,083 14,083 – – – – 14,083
61,570 61,570 – – – – 61,570
1,824 1,824 – – – – 1,824

– – 0 – 0 – 0
172,867 172,867 0 – 0 – 172,867

121,244 124,320 – – – – 121,244


3,197 3,197 – – – – 3,197
13,702 13,702 – – – – 13,702
138,143 141,219 – – – – 138,143

172,867 172,867 – – – – 172,867

138,143 141,219 – – – – 138,143


GFT Annual Report 126
2019

General information on financial risks ■ 6% (2018: 5%) of revenue generated with clients in the USA
Due to its business activities and global orientation, the GFT Group (accounting for approx. 8% of total revenue; 2018: 9%) was
is exposed to various financial risks, in particular due to changes invoiced in US dollars, the functional currency of the oper-
in exchange rates and interest rates. In addition, the GFT Group ating US subsidiary, and 2% (2018: 3%) in euros, so that this
is exposed to a minor extent to credit and liquidity risks from its results in only a marginal exchange rate risk.
operating business. The individual risks are explained below and ■ Revenue generated with clients in Brazil (accounting for
described in the risk report within the combined management report approx. 8% of total revenue; 2018: 5%) is invoiced in Brazilian
(see 3.6 Financial risks). Real, which is the functional currency of the Brazilian subsidi-
ary, so that this does not result in any exchange rate risk.
The GFT Group has issued internal guidelines which concern risk ■ Revenue generated with clients in Mexico (accounting for
controlling processes and thus contain a clear separation of func- approx. 4% of total revenue; 2018: 2%) is invoiced in Mexican
tions with regard to operational financial activities, their settlement, peso, which is the functional currency of the Mexican compa-
accounting and the controlling of the financial instruments. The nies, which also means that there is no exchange risk.
guidelines which form the basis for the Group’s risk management ■ Revenue generated with clients in Canada (accounting for
processes are aimed at identifying and analysing the risks on a approx. 4% of total revenue; 2018: 2%) is invoiced in Canadian
Group-wide basis. In addition, they are aimed at the appropriate dollars, which is the functional currency of the Canadian
limitation and control of risks and their supervision. companies and therefore also results in no foreign exchange
risk.
The GFT Group manages and monitors these risks primarily through
its operational business and financing activities and uses deriva- The GFT Group’s purchases (mainly external services, personnel) are
tive financial instruments where necessary. These are used by the also predominantly made in the functional currency of the company
GFT Group exclusively to hedge financial risks resulting from oper- procuring.
ating business or refinancing activities. Without their use, the Group
would be exposed to higher financial risks. The GFT Group regularly The GFT Group’s total currency exposure is reduced by natural
assesses its financial risks and takes into consideration any changes hedges, which consist of the partial offsetting of foreign currency
in key economic indicators and current market information. exposures from the operating business of individual national compa-
nies across the Group. No hedging measures are therefore required
Exchange rate risk for the balanced position. In order to achieve a further, natural hedge
The global orientation of the GFT Group means that cash flows against the remaining transaction risk, the GFT Group generally
and results are exposed to risks from exchange rate fluctuations. strives to increase disbursements preferably in those currencies in
In its operating business, exchange rate risks mainly arise when which there are net cash surpluses.
revenue is denominated in a currency other than the related costs
(transaction risk). In addition, exchange rate risks arise from currency In order to reduce the impact of exchange rate fluctuations in its
translation in connection with the preparation of the consolidated operating business (future transactions), the GFT Group continuously
financial statements (translation risk). Financial instruments in the assesses the exchange rate risk and, if necessary, hedges a portion
functional currency of the GFT Group (euros) and non-monetary of this risk by using derivative financial instruments.
items do not bear any exchange rate risk.
In the financial year 2019, exchange rate hedges between the British
The GFT Group’s exchange rate risk from its operating activities is pound and the Polish zloty were carried out during the year using
classified as moderate for the following reasons: derivative instruments. Only unconditional forward exchange trans-
actions (FX forwards) were used to hedge the exchange rates of
■ The GFT Group’s revenue is mostly generated in euros intra-Group transactions between the UK and Polish companies. The
(approx. 59% in 2019, approx. 69% in 2018), which is the forward exchange transactions covered 100% of the price risk of the
functional currency of the invoicing company in each case. UK subsidiary. There are framework agreements containing netting
In addition to customers in the eurozone, this also partially arrangements with those banks used to conclude derivative financial
affects sales with customers in Great Britain and the USA. instruments. These are only applicable in the event of insolvency. No
■ Revenue generated with clients in Switzerland (accounting for net disclosure for accounting purposes has therefore been made.
approx. 2% of total revenue; 2018: 2%) is generally invoiced
in Swiss francs, which is the functional currency of the Swiss When preparing the consolidated financial statements, the income,
national company, so that this also does not result in any expenses, assets and liabilities of subsidiaries located outside of the
exchange rate risk. eurozone are translated into euros. This mainly affects subsidiaries
■ Revenue generated with clients in the UK (accounting for with the currencies British pound, US dollar, Swiss franc, Brazilian
approx. 19% of total revenue; 2018: 24%) is invoiced in pounds real, Polish zloty, Canadian dollar and Mexican peso. Changes in
sterling (16%, 2018: 12%) and euros (7%, 2018: 14%). exchange rates from one reporting period to another can thus lead to
significant translation effects, e. g. relating to revenue, the segment
result (EBT), and the assets and liabilities of the Group. Unlike the
127 Consolidated Financial Statements

transaction risk, however, the translation risk does not necessarily the measurement of effectiveness and recognised directly through
affect future cash flows. The Group’s equity capital reflects changes profit or loss. The market value of the interest cap at the end of the
in carrying amounts caused by exchange rate effects. Currency reporting period is as follows:
translation effects recognised directly in equity increased posi-
tively by €3,981 thousand as of 31 December 2019. The currency Market value of the interest cap
translation reserve presented as part of other reserves increased by
Nominal Market value
€3,982 thousand, from € –6,904 thousand to € –2,922 thousand in €
thousand 31/12/2019 31/12/2018 31/12/2019 31/12/2018
as of the balance sheet date, mainly due to the revaluation of the
British pound. As a rule, the GFT Group does not hedge against the 40,000 40,000 0 19

translation risk.
The valuation is carried out by the participating financial institutions
Interest risk on the basis of market data on the measurement date and using
The interest risk is the risk that the fair value or future cash flows generally accepted valuation models.
of a financial instrument will fluctuate due to changes in market
interest rates. The GFT Group does not see any risk from changes A change in interest rates of 100 base points (bp) as of the reporting
in interest rates for trade receivables, contract assets and other date would have increased or decreased equity and profit or loss by
financial assets, most of which are short-term and non-interest-bear- the following amounts:
ing. Variable-interest primary financial liabilities without hedging
amount to €28,000 thousand. An increase in the interest rate by Sensitivity of cash flows
one percentage point would lead to an increase in interest expense
Through profit and loss Through equity
of €280 thousand. Derivative interest rate instruments to hedge the
Increase Decrease Increase Decrease
general risk from interest rate fluctuations have not yet been used in € 100 Bp 100 Bp 100 Bp 100 Bp
due to their minor impact. thousand
31/12/2018 17 0 0 0
The interest rate risk for the non-revolving tranche of the
31/12/2019 0 0 0 0
€40,000 thousand syndicated loan concluded in the financial year
2015 was hedged by means of interest rate options in the form of
an upper interest rate limit in 2015. The maximum interest rate risk As of the reporting date, there is no ineffectiveness as the intrinsic
compared with the current interest rate at the end of the reporting value of the derivative amounts to €0 thousand, as in the previous
period is 1% and would lead to an increase in interest expenses of year.
€400 thousand.
Credit risk
The GFT Group counters the interest rate risks of variable-interest The credit risk describes the risk of an economic loss arising because
liabilities to banks by hedging interest rates; interest rate caps of a contracting party fails to meet its contractual payment obligations.
€40,000 thousand were concluded and a hedging relationship was The credit risk includes both the direct default risk and the risk of a
included as a cash flow hedge. The main parameters of the deriva- deterioration in creditworthiness. The maximum risk positions from
tive for interest rate hedging are shown below: financial assets that are generally subject to credit risk correspond
to their carrying amounts. In addition, there is a default risk from
Structure of the derivative for interest rate hedging irrevocable loan commitments that have not yet been utilised and
from financial guarantees. In these cases, the maximum risk position
corresponds to the expected future payments.
Interest cap €40,000 thousand
Term 5 years Liquid funds
Interest rate ceiling 1.00% The liquid funds of the GFT Group are mainly composed of cash
Reference interest rate Euribor – 3 months and cash equivalents. The Group is exposed to losses from credit
risks in connection with the investment of cash and cash equiva-
lents if banks fail to meet their obligations. When investing cash and
The hedged item refers to cash flows for interest payments based on cash equivalents, the respective banks are selected with care. The
the 3-month Euribor rate from a floating-rate loan of €40,000 thou- GFT Group assumes that its cash and cash equivalents have a low
sand (syndicated loan). The hedged risk is designated as the neg- credit risk based on the external ratings of banks and financial insti-
ative cash flow in the form of changes in interest payments due to tutions. As cash and cash equivalents are not subject to any material
an increase in the 3-month Euribor interest rate beyond the strike credit risk, no valuation allowance was calculated or recognised on
of the interest rate cap set at 1.00%. The hedging instrument is des- the basis of expected future losses.
ignated as the interest rate cap in the amount of change in its intrin-
sic value, the change in fair value – which is equivalent to market
value – of €0 thousand (2017: € –19 thousand) is not considered in
GFT Annual Report 128
2019

Trade receivables and contract assets Liquidity risk


Trade receivables and contract assets result from the Group’s sales Liquidity risk describes the risk that a company cannot adequately
activities. The credit risk includes the default risk of clients. The meet its financial obligations.
GFT Group manages credit risks arising from these financial assets
on the basis of internal guidelines. In order to reduce the credit risk, The GFT Group manages its liquidity by maintaining sufficient liquid
creditworthiness checks are carried out on clients. In addition, there funds and credit lines with banks in addition to its cash inflows from
are ongoing monitoring processes – especially for financial assets operating activities. Its liquid funds are cash and cash equivalents
at risk of default. available to the Group at short notice.

As part of the impairment model (see note 2.6), the simplified All Group companies are included in the liquidity management by
approach is applied for the recognition of impairment losses on trade means of a central treasury system. Liquidity surpluses and demands
receivables and contract assets, whereby expected credit losses for can thus be controlled according to the needs of the entire Group,
these financial assets are recognised over their entire term when as well as individual companies in the Group.
they are initially recognised. The maximum exposure to risk from
trade receivables and contract assets corresponds to the carrying Liquid funds are primarily used to finance working capital, as well
amount of these assets. Contract assets and trade receivables that as corporate acquisitions and other investments. As of 31 Decem-
are neither overdue nor impaired are due from clients with very ber 2019, liquidity amounted to €56,144 thousand (31 Decem-
good credit ratings. At the end of the reporting period, there were ber 2018: €61,570 thousand). In the financial year 2019, significant
no significant credit risks for overdue trade receivables and contract cash inflows of €36,185 thousand (2018: €44,831 thousand) were
assets still impaired. opposed in particular by cash outflows from financing activities of
€27,047 thousand (2018: €1,565 thousand). In addition, there were
The following table shows the concentration of credit risk in respect cash outflows from investing activities of €13,891 thousand in the
of trade receivables and contract assets broken down by customer reporting period (2018: €53,729 thousand).
and region:
The maturity overview shown in the following tables illustrates how
Concentration of credit risk cash flows in connection with liabilities and irrevocable loan commit-
ments and financial guarantees as of 31 December 2019 (including a
in € thousand 31/12/2019 31/12/2018
comparison with the previous year) can influence the future liquidity
Carrying amount 129,752 109,474
situation of the GFT Group.
Concentration by customer
Financial assets due from the five
largest customers 52,187 47,152
Financial assets due from the
remaining customers 77,565 62,322
Concentration according to region 1
Germany 12,523 12,170
Europe except Germany 93,264 84,060
Rest of the world 23,965 13,244

1 By customer location

Further information on trade receivables and contract assets, includ-


ing the status of valuation allowances, can be found in notes 4.7 and
4.8, respectively.

Other financial assets


With regard to the assets included in non-current and current other
financial assets of 2019 and 2018, the GFT Group is exposed to only
minor credit risks. The maximum exposure to credit risk of these
financial assets corresponds to their carrying amounts.
129 Consolidated Financial Statements

Maturity overview of financial liabilities

Carrying Cash flows


amount
up to from 1 to from from 1 to more than
31/12/2019
1 month 3 months 3 months up 5 years 5 years
in € thousand to 1 year
Liabilities due to banks 114,945 5,000 2,076 9,731 98,138 0
Liabilities from leases 1 53,407 828 1,656 7,453 26,458 17,012
Trade payables 9,500 9,500 0 0 0 0
Other financial liabilities 1 4,137 4,137 0 0 0 0
181,989 19,465 3,732 17,184 124,596 17,012

Carrying Cash flows


amount
up to from 1 to from from 1 to more than
31/12/2018
1 month 3 months 3 months up 5 years 5 years
in € thousand to 1 year
Liabilites due to banks 121,244 7,000 8,075 225 78,776 27,168
Trade payables 13,701 13,701 0 0 0 0
Other financial liabilities 3,198 3,198 0 0 0 0
138,143 23,899 8,075 225 78,776 27,168

1 Liabilities from leases and other financial liabilities together constitute the non-current and
current other financial assets disclosed in the balance sheet

The liquidity available, the credit lines and current operating cash 9.2 Leases
flow give the GFT Group sufficient flexibility to cover the Group’s
refinancing needs. There is a concentration of risk regarding cash Please refer to notes 2.3 and 2.6 for a presentation of the accounting
outflows in the period between one year and five years after the policies relating to leases.
end of the reporting period. The cash outflow is mainly due to
expiring bank loans. The total amount of outgoing liquidity during Leases as lessee
this period amounts to €98,138 thousand. The amount is calculated The GFT Group rents land and buildings, office premises and car
on the basis of liquidity management. At the end of the reporting parks. The lease terms are typically between five and ten years with
period, the GFT Group’s loan portfolio contains a residual amount an option to extend the lease after this period. Lease payments are
of €7,500 thousand from the promissory note loan agreements sometimes renegotiated after a certain period to reflect market rents.
concluded on 27 November 2013 totalling €25,000 thousand, a Some lease agreements provide for additional rental payments
syndicated loan agreement concluded on 21 July 2015 totalling based on changes in local price indices.
€80,000 thousand, several promissory note loan agreements
concluded on 27 November 2017 totalling €52,000 thousand and The GFT Group rents vehicles with contractual terms of between
bilateral credit lines totalling €2,000 thousand. three and seven years. The agreements usually end automatically
at the end of the term.
All credit agreements include various covenants. Non-compliance
with these covenants may lead to the premature maturity of the The above mentioned leases were previously classified as operating
loan. These loan covenants were met at all times. From the current leases under IAS 17.
perspective, there are no known significant risks with regard to the
non-fulfilment of loan covenants. The GFT Group has also concluded lease agreements for other office
and business equipment, which have either a term of up to twelve
months or a low value. In the case of these leases, the GFT Group
applies the practical expedients available for short-term leases and
leases of low-value assets.

Information on leases in which the GFT Group is a lessee is pre-


sented below.
GFT Annual Report 130
2019

Right-of-use assets in connection with rented land and buildings, The exercise of all extension options as of the balance sheet date
office premises, car parks and vehicles are disclosed under property, was deemed sufficiently certain and future lease payments are
plant and equipment (see note 4.3). The carrying amounts of these therefore fully accounted for in the measurement of lease liabilities.
right-of-use assets recognised in the balance sheet in connection
with operating leases and the changes during the reporting period Leases as lessor
are shown below. There are no material leases for which the GFT Group is the lessor.

Right-of-use assets

Land, land Plant, Total


9.3 Other financial obligations
rights and operating
buildings and office As of 31 December 2018, other financial obligations from non-can-
in € thousand equipment cellable rental and lease agreements of €67,054 thousand were
Balance as of reported in accordance with IAS 17. The GFT Group applied
1 January 2019 61,167 2,529 63,696
IFRS 16 – which among other things replaces IAS 17 – for the first
Additions 3,637 2,209 5,846 time as of 1 January 2019. Based on the other financial obligations
Disposals 7,391 33 7,424 from non-cancellable rental and lease agreements as of 31 Decem-
Depreciation in the ber 2018, the reconciliation to lease obligations pursuant to IFRS 16
financial year 9,184 1,771 10,955 is presented in note 2.3. Further information on lease liabilities is
Balance as of provided in notes 4.12. and 9.1.
31 December 2019 48,229 2,934 51,163

The following table present the other financial obligations of the


In the case of land, land rights and buildings, right-of-use assets GFT Group.
relate to land and buildings, office premises and car parks. In the
case of plant, operating and office equipment, right-of-use assets Other financial obligations
comprise vehicles.
in € thousand 31/12/2019 31/12/2018
Obligations from fixed-term leases
A maturity profile of lease liabilities included under other financial
liabilities is presented in notes 4.12 and 9.1. Due within one year 372 10,000
Due between one and five years 106 25,209
The following amounts were recognised in the consolidated income Due after more than five years
statement in connection with leases in the financial year 2019. (excluding open-ended obligations) 2 31,845
480 67,054
Effects of lease arrangements according to IFRS 16 on the Annual obligations from open-ended
consolidated income statement leases 1,699 1,465

in € thousand 31/12/2019
Depreciation of right-of-use assets 10,955
Other financial obligations are stated at their nominal value and
Interest expense for lease liabilities 1,127 mainly comprise obligations from unlimited licence agreements. In
Expense for short-term leases and leases of addition, other financial obligations include future minimum lease
low-value assets 1,280
payments for short-term leases and leases of low-value assets.
Total amount recognised in profit or loss 13,362
As of 31 December, contractual obligations to acquire intangible
assets amounted to €280 thousand (31 December 2018: €134 thou-
The GFT Group’s cash outflows for leases in the financial year 2019 sand) and to acquire property, plant and equipment amounted to
amounted to €12,850 thousand and are presented under cash flow €99 thousand (31 December 2018: €122 thousand).
from financing activities. The interest expense from discounting
lease liabilities is included in cash flow from operating activities.

The GFT Group has entered into several lease agreements that
include extension and termination options. Where possible, the
GFT Group seeks to include extension and termination options when
entering into new leases in order to ensure operational flexibility.
The extension and termination options can only be exercised by
the GFT Group and not by the lessor. The assessment of whether it
is sufficiently certain that these extension and termination options
can be exercised requires significant discretionary decisions by
management (see note 2.2).
131 Consolidated Financial Statements

9.4 Related party disclosures In 2019, no advances or loans to members of the Administrative
Board of GFT Technologies SE were either granted or waived.
Related parties are associated companies and non-consolidated
subsidiaries, as well as persons exercising significant influence over The compensation expensed in the income statement for members
the GFT Group’s financial and business policy. The latter include all of the Administrative Board, including the remuneration of the Man-
persons in key positions as well as their close family members. For aging Directors, is as follows:
the GFT Group, persons in key positions are the members of the
Administrative Board and the Managing Directors of GFT Technol- Remuneration of the Administrative Board including Managing
ogies SE. Directors

in € thousand 2019 2018


A number of related parties conducted business with the GFT Group
Fixed compensation component 1,049 1,028
in the course of the year. The terms and conditions of these trans-
actions were customary in the market. Short-term variable compensation
component 509 571
Long-term variable compensation
Associated companies
component 165 190
In the financial year 2019, GFT Technologies SE received services
Total 1,723 1,789
totalling €298 thousand from CODE_n GmbH (2018: €513 thou-
sand). Via GFT Real Estate GmbH, the GFT Group rendered services
to CODE_n GmbH amounting to €162 thousand in the financial year Total compensation for the Managing Directors in the financial year
2019 (2018: €150 thousand). 2019 amounted to €1,433 thousand (2018: €1,509 thousand).

As of 31 December 2019, the GFT Group’s liabilities due to Total compensation for the Administrative Board without the remu-
CODE_n GmbH amounted to €0 thousand (31 December 2018: neration of the Managing Directors amounted to €280 thousand in
€1 thousand). the financial year 2019 (2018: €280 thousand).

Other related companies Further details on the remuneration system are contained in the
RB Capital GmbH, whose sole shareholder and managing director is remuneration report of GFT Technologies SE. The remuneration
Ulrich Dietz, rendered consulting services to GFT Technologies SE report is a component of the combined management report.
amounting to €254 thousand (2018: €316 thousand) in the financial
year 2019. As of 31 December 2019, provisions of €63 thousand
(31 December 2018: €84 thousand) were recognised for outstanding
purchase invoices.

Executive bodies
Ulrich Dietz, Chairman of the Administrative Board, held 26.4%
(31 December 2018: 26.5%) of GFT shares as of 31 December 2019.
Maria Dietz, member of the Administrative Board, held 9.6%
(31 December 2018: 9.7%) of GFT shares as of 31 December 2019.

Maria Dietz, member of the Administrative Board, provided consul-


tancy services to GFT Technologies SE amounting to €22 thousand
(2018: €7 thousand) in the financial year 2019.

There are also service agreements with the Managing Directors,


who are also members of the Administrative Board. There were no
other business relationships with members of the executive bodies.
GFT Annual Report 132
2019

9.5 Employees Other certification services relate to quality assurance during the
introduction of the new ERP system SAP S/4HANA, the review of
The average number of employees in the financial year 2019 was the non-financial Group report and the certification of key financial
5,178 (2018: 4,872). The average number of employees (headcount) figures.
by country is as follows
Tax consulting services mainly comprise tax advice regarding the
Employees by country declaration of income taxes and an assessment of individual tax
items.
2019 2018
Belgium 5 0
Brazil 847 680 9.7 Use of simplified preparation and
Costa Rica 107 104 disclosure option
Germany 449 397
On inclusion in the consolidated financial statements of GFT Tech-
France 19 0
nologies SE, Stuttgart, the following fully consolidated affiliated Ger-
UK 147 144 man companies made use of the provisions of section 264 (3) HGB.
Italy 600 596
Canada 211 96 ■ GFT Real Estate GmbH, Stuttgart
Mexico 294 213 ■ SW34 Gastro GmbH, Stuttgart
■ GFT Experts GmbH, Stuttgart
Poland 540 557
■ GFT Invest GmbH, Stuttgart
Switzerland 44 48
Spain 1,880 2,006
USA 35 31 9.8 Issuance of Declaration of Compliance
Average number of employees 5,178 4,872
with the German Corporate Governance
Code pursuant to section 161 AktG
The number of employees (headcount) at the end of the reporting In accordance with section 161 of the German Stock Corporation
period was 5,307 (31 December 2018: 5,070). Act (AktG), the Administrative Board of GFT Technologies SE has
issued its Declaration of Compliance and made it permanently acces-
sible to shareholders on the corporate website of the GFT Group at
9.6 Auditing fees www.gft.com/declaration-of-compliance.

At the Annual General Meeting of 4 June 2019, the shareholders


of GFT Technologies SE elected the accounting firm KPMG AG 9.9 Subsequent events
Wirtschaftsprüfungsgesellschaft as auditors. The following table
presents the fees of KPMG AG Wirtschaftsprüfungsgesellschaft for Acquisition of in-integrierte informationssysteme GmbH
services rendered to GFT Technologies SE and its subsidiaries in the With economic effect as of 1 January 2020, the GFT Group acquired
respective financial year. 100% of shares in the company in-integrierte Informationssys-
teme GmbH (in-GmbH) via GFT Technologies SE. Based in Konstanz,
Auditing fees Germany, in-GmbH employs around 40 people and has expertise
in the field of shop floor transparency and process integration for
in € thousand 2019 2018 industrial clients. By acquiring the company, GFT is accelerating
Auditing of financial statements 249 243 its current industrial offensive, expanding its expertise and adding
innovative IoT and Industry 4.0 solutions to its portfolio of products
Other certification services 52 26
and services.
Tax consulting services 25 43
Other services 0 61 The preliminary purchase price at the time of acquisition amounted
Total 326 373 to €6,000 thousand and was paid in cash. The purchase price allo-
cation as at the acquisition date is not yet available. It is expected
that the majority of the purchase price will be allocated to other
The auditing fees include the auditing of the consolidated finan- intangible assets and goodwill. The resulting other intangible assets
cial statements, the auditing of the annual financial statements of will mainly relate to software and client relationships. Goodwill will
GFT Technologies SE, a review of the interim statements, and an comprise non-separable intangible assets, such as employee exper-
audit review of the half-yearly financial report. Auditing fees contain tise and expected synergies.
an amount of €0 thousand (2018: €44 thousand) for previous years.
133 Consolidated Financial Statements

As a result of purchase price allocations and integration costs, the


company will not yet make any significant contribution to earnings
in 2020. In view of the proximity of the acquisition date to the time
of preparing the annual financial statements, it is not possible to
provide further information on this business combination.

Covid-19 pandemic
The coronavirus (Covid-19 pandemic) has continued to spread
throughout the world since January 2020. It is currently very difficult
to assess its impact on the global economy. As a result of the corona
outbreak, the International Monetary Fund (IMF) adjusted its forecast
for the global economy in early March 2020. It now expects global
economic growth below the 2.9% rate of 2019. With regard to the
effects of the Covid-19 pandemic on the business activities as well
as the financial position and performance of the GFT Group, please
refer to the statements made in the “Risk report” and “Forecast
report” chapters of the combined management report.

Stuttgart, 7 April 2020

GFT Technologies SE
The Managing Directors

Marika Lulay Dr. Jochen Ruetz


CEO CFO
GFT Annual Report 134
2019

Responsibility Statement
To the best of our knowledge, and in accordance with the applicable
reporting principles, the consolidated financial statements give a
true and fair view of the assets, liabilities, financial position and profit
or loss of the Group, and the Group management report – which is
combined with the management report of GFT Technologies SE –
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.

Stuttgart, 7 April 2020

GFT Technologies SE
The Managing Directors

Marika Lulay Dr. Jochen Ruetz


CEO CFO
135 Consolidated Financial Statements

Independent Auditor’s Report


To GFT Technologies SE, Stuttgart Pursuant to Section 322 (3) sentence 1 HGB, we declare that our
audit has not led to any reservations relating to the legal compli-
ance of the consolidated financial statements and of the combined
Report on the Audit of the Consolidated management report.
Financial Statements and of the Combined
Basis for the Opinions
Management Report We conducted our audit of the consolidated financial statements and
Opinions of the combined management report in accordance with Section 317
We have audited the consolidated financial statements of GFT Tech- HGB and EU Audit Regulation No 537/2014 (referred to subsequently
nologies SE, Stuttgart, and it subsidiaries (the Group), which com- as “EU Audit Regulation”) and in compliance with German Generally
prise the consolidated balance sheet as at 31 December 2019, and Accepted Standards for Financial Statement Audits promulgated
the consolidated income statement, the consolidated statement of by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in
comprehensive income, consolidated statement of changes in equity Germany] (IDW). Our responsibilities under those requirements and
and the consolidated statement of cash flows for the financial year principles are further described in the “Auditor’s Responsibilities
from 1 January to 31 December 2019, and notes to the consolidated for the Audit of the Consolidated Financial Statements and of the
financial statements, including a summary of significant accounting Combined Management Report” section of our auditor’s report.
policies. In addition, we have audited the combined management We are independent of the group entities in accordance with the
report of GFT Technologies SE for the financial year from 1 January to requirements of European law and German commercial and pro-
31 December 2019. In accordance with German legal requirements, fessional law, and we have fulfilled our other German professional
we have not audited the content of those components of the com- responsibilities in accordance with these requirements. In addition,
bined management report specified in the “Other Information” in accordance with Article 10 (2)(f) of the EU Audit Regulation, we
section of our auditor’s report. declare that we have not provided non-audit services prohibited
under Article 5 (1) of the EU Audit Regulation. We believe that the
The combined management report contains cross-references that evidence we have obtained is sufficient and appropriate to provide
are not provided for by law and which are marked as unaudited. In a basis for our opinions on the consolidated financial statements and
accordance with German legal requirements, we have not audited on the combined management report.
the cross-references and the information to which the cross-refer-
ences refer. Key Audit Matters in the Audit of the Consolidated Financial
Statements
In our opinion, on the basis of the knowledge obtained in the audit, Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the consoli-
■ the accompanying consolidated financial statements comply, dated financial statements for the financial year from 1 January to
in all material respects, with the IFRSs as adopted by the 31 December 2019. These matters were addressed in the context of
EU, and the additional requirements of German commercial our audit of the consolidated financial statements as a whole, and in
law pursuant to Section 315e (1) HGB [Handelsgesetzbuch: forming our opinion thereon, we do not provide a separate opinion
German Commercial Code] and, in compliance with these on these matters.
requirements, give a true and fair view of the assets, liabilities,
and financial position of the Group as at 31 December 2019, First-time application of the new financial reporting standard
and of its financial performance for the financial year from “IFRS 16 – Leases”
1 January to 31 December 2019, and Please refer to the disclosures in the notes to the consolidated finan-
■ the accompanying combined management report as a whole cial statements, note 2.3, Changes in accounting methods, note 2.6,
provides an appropriate view of the Group’s position. In all Significant accounting and valuation principles, and note 9.2 Leases,
material respects, this combined management report is con- for more information on the accounting policies applied.
sistent with the consolidated financial statements, complies
with German legal requirements and appropriately presents The Financial Statement Risk
the opportunities and risks of future development. Our As at 31 December 2019, right-of-use assets of KEUR 51,163 as well as
opinion on the combined management report does not cover lease liabilities of KEUR 53,407 under other liabilities are recognised
the content of those components of the combined manage- in the consolidated financial statements of GFT Technologies SE.
ment report specified in the “Other Information” section of the Lease liabilities account for 12.3% of total equity and liabilities and
auditor’s report. The combined management report contains thus have a material effect on the Company’s financial position.
cross-references that are not provided for by law and which
are marked as unaudited. Our audit opinion does not extend
to the cross-references and the information to which the
cross-references refer.
GFT Annual Report 136
2019

The first-time application of the new financial reporting standard Impairment testing of goodwill
“IFRS 16 – Leases” had a material effect on the opening statement Please refer to note 2.6 and 4.1 of the consolidated financial state-
of financial position figures for the financial year and how they were ments for more information on the accounting policies applied and
updated as at the reporting date. GFT Technologies SE applies the the assumptions used. Disclosures on the financial performance of
modified retrospective method for the new standard. The cumulative the business segments can be found in section 2.4 of the combined
transition effect of KEUR 2,343 as at 1 January 2019, taking into management report.
account deferred taxes, was recorded in retained earnings.
The Financial Statement Risk
The determination of the lease term, the amount of lease payments As at 31 December 2019, goodwill amounted to EUR 118.7 million and,
and the incremental borrowing rate used as the discount rate may at 27.2% of total assets, accounts for a substantial share of assets.
require judgement and be based on estimates. Furthermore, deter-
mining the first-time application effect of IFRS 16 and the updated Goodwill is tested for impairment annually at the level of the “Amer-
lease liabilities and right-of-use assets in accordance with the icas, UK & APAC” and “Continental Europe” business segments. For
standard requires the recording of extensive data from the lease the impairment test, the Company primarily determines the value in
agreements. use using the discounted cash flow method and compares this with
the respective carrying amount of the cash generating unit. The
There is the risk for the consolidated financial statements that the reporting date for the impairment test is 31 December 2019.
lease liabilities and right-of-use assets are not recorded in full in the
consolidated statement of financial position. There is also the risk Impairment testing of goodwill is complex and based on a range
that the lease liabilities and right-of-use assets are not appropriately of assumptions that require judgment. These include the expected
measured. business and earnings development of the business segments for
the next five years, the assumed long-term growth rates and the
Our audit approach discount rate used.
First, we gained an understanding of the process used by GFT Tech-
nology SE to implement the new IFRS 16 accounting standard. We As at 31 December 2019, GFT Technologies SE did not identify any
then analysed the functional design and the accounting instructions further impairment need as a result of the impairment tests per-
underlying the implementation in terms of completeness and com- formed.
pliance with IFRS 16.
There is the risk for the consolidated financial statements that
We assessed the appropriateness, setup and effectiveness of con- impairment existing as at the reporting date was not identified. In
trols established by GFT Technologies SE to ensure the full and addition, there is the risk that the related disclosures in the notes to
correct determination of the data to measure the lease liabilities and the consolidated financial statements – in particular the disclosures
right-of-use assets from leases. on sensitivities to a reasonably possible change of the significant
assumptions underlying measurement – are not appropriate.
For lease agreements selected based on risk criteria, we assessed
whether the relevant data was correctly and fully determined. To the Our audit approach
extent that accounting judgements were made for determining the With the involvement of our valuation experts, we assessed the
lease term, we examined whether – in light of the prevailing market appropriateness of the significant assumptions and calculation
conditions and risks in the industry – the underlying assumptions methods of the Group, among other things. For this purpose we
are comprehensible and consistent with other assumptions made discussed the expected business and earnings development and the
in the financial statements. assumed long-term growth rates with those responsible for planning.
We also reconciled this information with the budget prepared by
We compared the assumptions and parameters underlying the the managing directors and approved by the Administrative Board.
incremental borrowing rates with our own assumptions and pub- Furthermore, we carried out an audit of the structure of the planning
licly available data. We also assessed the calculation model for the process for the following year.
interest rate in terms of appropriateness.
We also confirmed the accuracy of the Company’s previous fore-
For the leases in the sample detailed above, we verified the compu- casts by comparing the budgets of previous financial years with
tational accuracy of the carrying amount of the lease liabilities and actual results and by analysing deviations. Since changes to the
right-of-use assets determined by GFT Technologies SE. discount rate can have a significant impact on the results of impair-
ment testing in the “Americas, UK & APAC” segment, we compared
Our observations the assumptions and parameters underlying the discount rate, in
GFT Technologies SE has established appropriate procedures to particular the risk-free rate, the market risk premium and the beta
record leases for the purposes of IFRS 16. The assumptions and coefficient, with our own assumptions and publicly available data.
parameters used to measure the lease liabilities and right-of-use
assets are appropriate overall. To ensure the computational accuracy of the valuation model used,
we verified the Company’s calculations.
137 Consolidated Financial Statements

In order to take forecast uncertainty into account, we examined the We examined the significant cases of judgement, such as the esti-
impact of potential changes in the discount rate and / or cash flows mate of costs still due and the follow-up costs, and assessed their
on the value in use (sensitivity analysis) by determining the value in appropriateness. In addition, we discussed the fixed price contracts
use for alternative scenarios and comparing these with the values with the Company, inclusive of their existing risks (e. g. legal risks or
stated by the Company. The risk-based focus of our analysis was on warranty risks) and analysed the project costing.
the “Americas, UK & APAC” segment.
Based on the knowledge already obtained, we assessed whether the
Finally, we assessed whether the disclosures in the notes to the con- respective stage of completion and the amount of revenue derived
solidated financial statements regarding the impairment of goodwill from this were properly determined, and evaluated how this was
are appropriate. This also included an assessment of the appropri- recognised in profit or loss.
ateness of disclosures according to IAS 36.134(f) on sensitivity in
the event of a reasonably possible change in the key assumptions Our observations
used for measurement. The Group’s approach to the recognition of revenue and earnings
from fixed price contracts is appropriate. The assumptions underly-
Our observations ing the financial reporting are reasonable.
The calculation method used for impairment testing of goodwill is
appropriate and in line with the accounting policies to be applied.
The Company’s assumptions and parameters used for measurement Other Information
are appropriate. The related disclosures in the notes to the consol-
idated financial statements are appropriate. Management and / or the Administrative Board are / is responsible for
the other information. The other information comprises the following
Recognition of revenue from fixed price contracts components of the combined management report, whose content
Please refer to note 2.6 in the notes to the consolidated financial was not audited:
statements for more information on the accounting policies applied.
■ the separate non-financial report, expected to be provided to
The Financial Statement Risk us after the date of this auditor’s report, which is referred to in
The income from fixed price contracts amounted to EUR 227.7 million the combined management report,
in financial year 2019. Revenue from fixed price contracts as a share ■ the corporate governance statement referred to in the
of total Group revenue was 53.1%. combined management report, and
■ information extraneous to the combined management report
GFT Group recognises revenue from fixed price contracts over the and marked as unaudited.
period by using the time of the transfer of control of assets to the
customer. This involves revenue and results being recognised by The other information also includes the remaining parts of the annual
reference to the stage of completion. The stage of completion is cal- report.
culated in accordance with the input method in which costs already
incurred are stated as a ratio of the total costs expected to render The other information does not include the consolidated financial
the performance obligation (cost to cost method). In the opinion of statements, the management report information audited for content
GFT Technologies SE, this method best reflects the stage of com- and our auditor’s report thereon.
pletion and the transfer of assets to the customer. If an overall loss
is expected to result from the contract, this loss is recognised in full. Our opinions on the consolidated financial statements and on the
combined management report do not cover the other information,
The recognition of revenue from fixed price contracts over time is and consequently we do not express an opinion or any other form
complex and subject to judgements. Estimation uncertainties exist of assurance conclusion thereon.
particularly in respect of the total project costs to be estimated
for the determination of the stage of contract completion; at the In connection with our audit, our responsibility is to read the obtained
GFT Group these costs mostly consist of internal staff costs. In addi- other information and, in so doing, to consider whether the other
tion, there is the risk that costs are recorded for the wrong projects. information

There is the risk for the consolidated financial statements that the ■ is materially inconsistent with the consolidated financial state-
revenue and earnings from fixed price contracts are inaccurately ments, with the combined management report information
allocated to the financial years. audited for content or our knowledge obtained in the audit, or
■ otherwise appears to be materially misstated.
Our audit approach
Based on our understanding of the process, we assessed the design,
establishment and functionality of the identified internal controls,
especially in terms of the correct allocation of costs to the individual
projects. We also assessed whether costs were correctly allocated
to projects for a specific sample of projects.
GFT Annual Report 138
2019

Responsibilities of Management and the Reasonable assurance is a high level of assurance, but is not a
Administrative Board for the Consolidated guarantee that an audit conducted in accordance with Section 317
HGB and the EU Audit Regulation and in compliance with German
Financial Statements and the Combined Generally Accepted Standards for Financial Statement Audits pro-
Management Report mulgated by the Institut der Wirtschaftsprüfer (IDW) will always
detect a material misstatement. Misstatements can arise from fraud
Management is responsible for the preparation of consolidated or error and are considered material if, individually or in the aggre-
financial statements that comply, in all material respects, with IFRSs gate, they could reasonably be expected to influence the economic
as adopted by the EU and the additional requirements of German decisions of users taken on the basis of these consolidated financial
commercial law pursuant to Section 315e (1) HGB and that the consol- statements and this combined management report.
idated financial statements, in compliance with these requirements,
give a true and fair view assets, liabilities, financial position and finan- We exercise professional judgement and maintain professional
cial performance of the Group. In addition, management is respon- scepticism throughout the audit. We also:
sible for such internal control as they have determined necessary
to enable the preparation of consolidated financial statements that ■ Identify and assess the risks of material misstatement of
are free from material misstatement, whether due to fraud or error. the consolidated financial statements and of the combined
management report, whether due to fraud or error, design
In preparing the consolidated financial statements, management and perform audit procedures responsive to those risks, and
is responsible for assessing the Group’s ability to continue as a obtain audit evidence that is sufficient and appropriate to
going concern. They also have the responsibility for disclosing, as provide a basis for our opinions. The risk of not detecting
applicable, matters related to going concern. In addition, they are a material misstatement resulting from fraud is higher than
responsible for financial reporting based on the going concern basis for one resulting from error, as fraud may involve collusion,
of accounting unless there is an intention to liquidate the Group or ­forgery, intentional omissions, misrepresentations or the
to cease operations, or there is no realistic alternative but to do so. override of internal controls.
■ Obtain an understanding of internal control relevant to
Furthermore, management is responsible for the preparation of the the audit of the consolidated financial statements and of
combined management report that, as a whole, provides an appro- arrangements and measures (systems) relevant to the audit
priate view of the Group’s position and is, in all material respects, of the combined management report in order to design audit
consistent with the consolidated financial statements, complies with procedures that are appropriate in the circumstances, but not
German legal requirements, and appropriately presents the oppor- for the purpose of expressing an opinion on the effectiveness
tunities and risks of future development. In addition, management is of these systems.
responsible for such arrangements and measures (systems) as they ■ Evaluate the appropriateness of accounting policies used by
have considered necessary to enable the preparation of a combined management and the reasonableness of estimates made by
management report that is in accordance with the applicable German the management and related disclosures.
legal requirements, and to be able to provide sufficient appropriate ■ Conclude on the appropriateness of management’s use of the
evidence for the assertions in the combined management report. going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
The Administrative Board is responsible for overseeing the Group’s related to events or conditions that may cast significant doubt
financial reporting process for the preparation of the consolidated on the Group’s ability to continue as a going concern. If we
financial statements and of the combined management report. conclude that a material uncertainty exists, we are required to
draw attention in the auditor’s report to the related disclo-
sures in the consolidated financial statements and in the
Auditor’s Responsibilities for the Audit of the combined management report or, if such disclosures are inad-
Consolidated Financial Statements and of the equate, to modify our respective opinions. Our conclusions
are based on the audit evidence obtained up to the date of
Combined Management Report our auditor’s report. However, future events or conditions may
Our objectives are to obtain reasonable assurance about whether cause the Group to cease to be able to continue as a going
the consolidated financial statements as a whole are free from mate- concern.
rial misstatements, whether due to fraud or error, and whether the ■ Evaluate the overall presentation, structure and content of the
combined management report as a whole provides an appropriate consolidated financial statements, including the disclosures,
view of the Group’s position and, in all material respects, is consis- and whether the consolidated financial statements present
tent with the consolidated financial statements and the knowledge the underlying transactions and events in a manner that the
obtained in the audit, complies with the German legal requirements consolidated financial statements give a true and fair view of
and appropriately presents the opportunities and risks of future the assets, liabilities, financial position and financial perfor-
development, as well as to issue an auditor’s report that includes mance of the Group in compliance with IFRSs as adopted by
our opinions on the consolidated financial statements and on the the EU and the additional requirements of German commer-
combined management report. cial law pursuant to Section 315e (1) HGB.
139 Consolidated Financial Statements

■ Obtain sufficient appropriate audit evidence regarding the German Public Auditor Responsible for the
financial information of the entities or business activities Engagement
within the Group to express opinions on the consolidated
financial statements and on the combined management The German Public Auditor responsible for the engagement is Arne
report. We are responsible for the direction, supervision and Stratmann.
performance of the group audit. We remain solely responsible
for our opinions. Stuttgart, 7 April 2020
■ Evaluate the consistency of the combined management
report with the consolidated financial statements, its confor- KPMG AG
mity with [German] law, and the view of the Group’s position it Wirtschaftsprüfungsgesellschaft
provides.
■ Perform audit procedures on the prospective information
presented by management in the combined management
report. On the basis of sufficient appropriate audit evidence Stratmann Gebert
we evaluate, in particular, the significant assumptions used by [German Public Auditor] [German Public Auditor]
management as a basis for the prospective information, and
evaluate the proper derivation of the prospective information
from these assumptions. We do not express a separate
opinion on the prospective information and on the assump-
tions used as a basis. There is a substantial unavoidable risk
that future events will differ materially from the prospective
information.

We communicate with those charged with governance regarding,


among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement


that we have complied with the relevant independence require-
ments, and communicate with them all relationships and other mat-
ters that may reasonably be thought to bear on our independence,
and where applicable, the related safeguards.

From the matters communicated with those charged with gover-


nance, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter.

Other Legal and Regulatory Requirements

Further information pursuant to Article 10 of the EU Audit


Regulation
We were elected as group auditor at the annual general meeting
on 4 June 2019. We were engaged by the Administrative Board on
18 February 2020. We have been the group auditor of GFT Technol-
ogies SE without interruption since financial year 2012.

We declare that the opinions expressed in this auditor’s report are


consistent with the additional report to the Administrative Board pur-
suant to Article 11 of the EU Audit Regulation (long-form audit report).
GFT Annual Report 140
2019

Members of the Administrative Board


Name Profession Year of Member Appointed Seats held on mandatory supervisory
birth since until 2 boards or comparable committees in
Germany and abroad
(as of: 31 December 2019)
Ulrich Dietz Chairman of the Administrative 1958 18/08/2015 2021 Drees & Sommer SE, Stuttgart, F3 (Member of
Chairman Board of GFT Technologies SE the Supervisory Board)
Dr Paul Lerbinger Deputy Chairman of the 1955 14/01/2011 1 2021 Minimax Management GmbH, Bad Oldesloe,
Deputy Chairman Administrative Board of Germany (Member of the Supervisory Board)
GFT Technologies SE
Former CEO of HSH Nord-
bank AG
Dr Andreas Bereczky Chairman of the Supervisory 1953 31/05/2011 1 2021 Software AG, Darmstadt, Germany
Board of Software AG (Chairman of the Supervisory Board)
Former Production Director
ZDF
Maria Dietz Member of the Administrative 1962 18/08/2015 2021 Drägerwerk AG & Co. KGaA, Lübeck, Germany
Board of GFT Technologies SE (Member of the Supervisory Board)
Former Head of Purchasing for Drägerwerk Verwaltungs AG, Lübeck,
the GFT Group Germany (Member of the Supervisory Board)
Dräger Safety AG & Co. KGaA, Lübeck,
Germany (Member of the Supervisory Board)
Marika Lulay Chairwoman of the Managing 1962 18/08/2015 2021 Wüstenrot & Württembergische AG, Stuttgart,
Directors of GFT Technolo- Germany (Member of the Supervisory Board)
gies SE, CEO EnBW Energie Baden-Württemberg AG, Karl-
Responsible for Strategy sruhe, Germany (Member of the Supervisory
and Business Development, Board), since 14 February 2019
Markets, Communication,
Marketing, Technology and
Innovation
Dr Jochen Ruetz Managing Director of 1968 18/08/2015 2021 G. Elsinghorst Handelsgesellschaft mbH,
GFT Technologies SE Bocholt, Germany (Member of the
Responsible for IT Infrastruc- Supervisory Board)
tures, Human Resources, Progress-Werk Oberkirch AG, Oberkirch,
Finance, Legal Affairs, Internal Germany (Member of the Supervisory Board)
Audit, Investor Relations and
Mergers & Acquisitions
Prof Dr Andreas Lawyer and partner of the 1968 18/08/2015 2021 Georg Nordmann Holding AG, Hamburg,
Wiedemann law firm Hennerkes, Kirchdör- Germany (Chairman of the Supervisory Board)
fer & Lorz Jowat SE, Detmold, Germany (Chairman of the
Supervisory Board)
Brose Verwaltung SE, Coburg, Germany
(Member of the Supervisory Board)
Brose Verwaltung SE, Bamberg, Germany
(Member of the Supervisory Board)
Brose Verwaltung SE, Würzburg, Germany
(Member of the Supervisory Board)

1 Member of the Supervisory Board of GFT Technologies SE until 18.08.2015; Member of the Administrative Board of GFT Technologies SE
since 18 August 2015
2 The term of office ends on expiry of the Annual General Meeting of the year stated
141 Administrative Board
GFT Annual Report 142
2019

Annual Financial Statements of


GFT Technologies SE (HGB) – Extract
The complete Annual Financial Statements of GFT Technologies SE
(HGB) are available at www.gft.de/finanzberichte (German language).

Balance sheet according to HGB


as of 31 December 2019, GFT Technologies SE

Assets
in € 31/12/2019 31/12/2018
A. Fixed assets
I. Intangible assets
1. Purchased franchises, industrial and similar rights and assets, and licenses in such
rights and assets 2,994,516.46 1,537,793.00
2. Prepayments 0.00 1,229,736.05
2,994,516.46 2,767,529.05
II. Property, plant and equipment
1. Other equipment, furniture and fixtures 4,724,712.34 4,601,521.79
2. Prepayments 77,417.00 0.00
4,802,129.34 4,601,521.79
III. Financial assets
1. Shares in affiliates 54,890,505.99 47,246,917.57
2. Loans to affiliates 99,933,367.01 92,993,396.55
3. Equity investments 157,161.42 157,161.42
154,981,034.42 140,397,475.54

B. Current assets
I. Work in process 3,780,644.35 10,132,115.94
II. Receivables and other assets
1. Trade receivables 9,251,331.60 8,388,328.48
2. Receivables from affiliates 22,152,021.06 30,954,236.86
4. Other assets 896,490.75 3,085,323.96
32,299,843.41 42,427,889.30
III. Cash on hand and bank balances 5,599,951.45 7,524,535.95
41,680,439.21 60,084,541.19

C. Prepaid expenses 2,573,826.37 4,701,389.60

207,031,945.80 212,552,457.17
143 Annual Financial Statements

Equity and liabilities


in € 31/12/2019 31/12/2018
A. Equity
I. Share capital 26,325,946.00 26,325,946.00
II. Capital reserve 2,745,042.36 2,745,042.36
III. Other retained earnings 22,149,591.97 22,149,591.97
IV. Distributable profit 21,298,694.08 13,946,483.79
72,519,274.41 65,167,064.12

B. Provisions
1. Provisions for pensions 1,317,190.00 952,860.00
2. Tax provisions 52,735.00 623,774.00
3. Other provisions 7,554,198.49 9,658,828.39
8,924,123.49 11,235,462.39

C. Liabilities
1. Liabilities to banks 108,500,000.00 114,500,000.00
2. Prepayments received on account of orders 4,301,709.38 11,210,510.48
3. Trade payables 1,113,342.41 3,413,891.00
4. Liabilities to affiliates 9,746,299.55 6,262,181.64
5. Other liabilities 1,490,074.87 739,187.87
125,151,426.21 136,125,770.99

D. Deferred income 437,121.69 24,159.67

207,031,945.80 212,552,457.17
GFT Annual Report 144
2019

Income statement according to HGB


for the financial year 2019, GFT Technologies SE

in € 2019 2018
1. Revenue 86,401,915.11 77,953,663.09
2. Decrease (2018: increase) of work in process −6,351,471.59 5,283,372.21
3. Other operating income 6,767,410.12 6,804,539.28
4. Total performance 86,817,853.64 90,041,574.58
5. Cost of purchased services 26,512,833.46 33,017,707.94
6. Personnel expenses
a) Salaries and wages 31,314,616.93 30,242,935.82
b) Social security, pension and other benefit costs 5,126,866.77 4,501,742.56
7. Amortisation and depreciation of intangible assets and property, plant and equipment 1,562,623.94 1,587,014.91
8. Other operating expenses 25,582,548.73 21,138,016.86
9. Result from operating activities −3,281,636.19 −445,843.51
10. Income from equity investments 18,250,000.00 10,078,360.00
11. Income from profit and loss transfer agreements 362,489.57 0.00
12. Income from loans classified as fixed financial assets 1,830,124.86 1,320,439.33
13. Other interest and similar income 139,200.73 597,291.98
14. Expenses from loss assumptions 404,401.79 438,827.01
15. Interest and similar expenses 1,616,620.96 1,447,176.62
16. Financial result 18,560,792.41 10,110,087.68
17. Earnings before taxes 15,279,156.22 9,664,244.17
18. Income taxes 20,715.80 297,847.80
19. Earnings after income taxes 15,258,440.42 9,366,396.37
20. Other taxes 8,446.33 7,257.56
21. Net income for the year 15,249,994.09 9,359,138.81
22. Profit brought forward from previous year 6,048,699.99 4,587,344.98
23. Distributable profit 21,298,694.08 13,946,483.79
145

Service

Further information

Write to us or call us if you have any questions. Our Investor Relations


team will be happy to answer them for you. Or visit our website at
www.gft.com/ir. There you can find further information on our com-
pany and the GFT Technologies SE share.

The Annual Report 2019 is also available in German. The online


versions of the German and English Reports are available on
www.gft.com/ir.

Copyright 2020: GFT Technologies SE, Stuttgart

Contact

GFT Technologies SE
Investor Relations
Karl Kompe
Schelmenwasenstr. 34
70567 Stuttgart
Germany

T +49 711 62042−323


F +49 711 62042−101

ir@gft.com
GFT Annual Report 146
2019

Imprint
Concept
GFT Technologies SE, Stuttgart
www.gft.com

Text
GFT Technologies SE, Stuttgart
www.gft.com

Creative concept, design and setting


sam waikiki GbR, Hamburg
www.samwaikiki.de

Photography
pages 4, 30: Christian Metzler
pages 20, 24: Michael Dannenmann
Stockphotos
147

Key figures (IFRS)


GFT Group
in € million 2019 2018 Δ% Q4 / 2019 Q4 / 2018 Δ%
Income statement
Revenue 428.98 412.83 4% 113.03 103.76 9%
EBITDA adjusted 47.91 39.68 21% 13.13 10.89 21%
EBITDA 44.89 37.45 20% 12.69 9.42 35%
EBIT 21.33 24.72 –14% 7.03 6.21 13%
EBT 18.73 22.64 –17% 6.39 5.72 12%
Net income 13.66 19.98 –32% 3.58 3.37 6%

Segments
Revenue Americas, UK & APAC 198.98 183.44 8% 51.69 46.34 12%
Revenue Continental Europe 229.45 228.88 0% 61.21 57.34 7%
Revenue Others 0.54 0.51 6% 0.13 0.08 74%
EBT Americas, UK & APAC 5.32 4.82 10% 3.19 0.92 >100%
EBT Continental Europe 18.07 19.23 –6% 5.55 6.21 –11%
EBT Others –4.66 –1.41 –2.35 –1.41

Share
Basic earnings per share €0.52 €0.76 –32% €0.14 €0.13 6%
Average number of shares outstanding 26,325,946 26,325,946 0% 26,325,946 26,325,946

Balance sheet
Non-current assets 232.21 179.02 30%
Cash and cash equivalents 56.14 61.57 –9%
Other current assets 147.48 131.96 12%
Total assets 435.83 372.55 17%
Non-current liabilities 157.08 119.61 31%
Current liabilities 145.61 125.83 16%
Shareholders’ equity 133.14 127.11 5%
Total shareholders’ equity and liabilities 435.83 372.55 17%
Equity ratio 31% 34%

Cash flow statement


Cash flow from operating activities 36.18 44.83 –19%
Cash flow from investing activities –13.89 –53.73 –74%
Cash flow from financing activities –27.05 –1.56 >100%

Employees
Number of employees (FTE, as of 31 December) 5,242 4,875 8%
Weighted utilisation rate 89.4% 89.2%

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