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GESCO AG

Interim / Quarterly Report Aug 11, 2023

181_10-q_2023-08-11_0f44d93b-d993-4012-a9c6-f2c6d12730f3.pdf

Interim / Quarterly Report

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GESCO SE Half-year interim report 1 January to 30 June 2023

NEXT LEVEL 25 – In Agility

Based on a jointly developed vision for GESCO as a group of "hidden champions", the NEXT LEVEL 25 strategy defines key directions for the further development of the Group.

In 2022, GESCO expanded the strategy framework with the NEXT LEVEL 25 strategy and specified the targets for 2025: The Industrial Group is to be expanded to 3 anchor holdings and 12 basic holdings that generate a 10% EBIT margin. The planned increase in sales is to be achieved both through market share gains in the existing portfolio of companies and through inorganic growth.

The established excellence programmes to expand market share and increase operational performance are complemented by the digitalisation activities within the framework of the DIGITEX programme. The focus is increasingly on digital business models as well as digital workflows to increase efficiency. As a further element, the ESG strategy is becoming increasingly important for us and also in the markets we address.

The strategy

The essentials at a glance

  • • Solid first half year
  • • Incoming orders below previous year's level
  • • International expansion progresses

GESCO Group at a glance

Key figures

in T€ 01/01/2023 ‒ 06/30/2023 01/01/2022 ‒ 06/30/2022 Change (in %)
Incoming orders 288,785 318,713 - 9.4
Sales 292,135 291,364 0.3
EBITDA 31,688 34,842 - 9.1
EBIT 22,844 25,873 - 11.7
EBIT margin (in %) 7.8 8.9 - 106 bp
EBT 21,245 26,556 - 20.0
Group earnings1) 14,303 16,817 - 14.9
Earnings per share (in €) 1.32 1.55 - 14.8
Closing price (in €)2) 24.40 23.90 2.1
Employees3) 1,889 1,816 4.0

1) After minority interests.  2) XETRA closing price on the balance sheet date.  3) Number as at the balance sheet date.

3

Share price development in the reporting period

Letter to the shareholders

Dear shareholders, ladies and gentlemen,

After a very successful 2022 business year for us, the economic conditions in Germany have recently deteriorated and with them the prospects for some of our subsidiaries. The main reasons for this are general economic and geopolitical uncertainties, high inflation and rising interest rates and the resulting customer restraint.

GESCO Group companies continue to demonstrate a high level of agility in adapting to changing framework conditions. However, it is clear that some companies are more successful than others in continuously expanding their market position.

In view of the gloomy business environment, GESCO Group performed well overall in the first half of 2023, even though the key business figures of the previous year were only partially achieved. The slight increase in Group sales to € 292.1 million was unable to fully compensate the influence on earnings of higher personnel costs, due among other things to the payment of the inflation compensation premium and the expansion of the scope of consolidation, volatile material prices, and continued high energy costs. In the reporting period, EBITDA fell by 9.1% to € 31.7 million, EBIT by 11.7% to € 22.8 million and Group net earnings after minority interests by 14.9% to € 14.3 million.

GESCO Group's incoming orders reached € 288.8 million in the reporting period, 9.4% below the same period of the previous year. The decline in incoming orders since the first quarter of 2023 is being countered by focused market development at all subsidiaries. A comparison with the pre-Corona year 2019, which was not characterised by strained supply chains like previous years, shows an increase of 3.1%. In addition, we are increasingly strengthening our commitment in foreign markets.

GESCO Group's internationalisation strategy

GESCO Group is not unprepared for the gloomy business outlook in Germany. GESCO is continuing to pursue its internationalisation strategy in a focused manner in order to do justice to the claim of expanding international market shares.

According to a VDMA survey published at the end of June, Germany's attractiveness as a business location has been declining in recent years, while international locations are more convincing. The USA in particular has made up a lot of ground here, and so the expansion of our US activities has been high on our agenda for some time.

In the 2022 Annual Report, we provided detailed information about our engagement there: From the quintupling of our production capacity at Setter, SVT's increasingly strong presence in the Gulf of Mexico, as well as the West and East Coast, to MAE's newly acquired rail customers and INEX-solutions' expansion with the support of a very important customer. And our largest subsidiary Dörrenberg is also expanding its presence in the USA. The acquisition of Tremblay Tool Steels, LLC from Ohio, a supplier of special steel, was completed at the end of May 2023. Tremblay has already been a sales partner of the Dörrenberg Group in the USA since 2014, and now we are intensifying our direct access to highly interesting US customers locally.

Annual General Meeting 2023 – A special event

GESCO invited shareholders to this year's Annual General Meeting on 12 June 2023 in the unique SANAA building at the Zollverein Coal Mine Industrial Complex World Heritage Site in Essen. In addition to the usual agenda, shareholders could expect an extensive supporting programme from our subsidiaries. As a prelude to the day, three selected subsidiaries introduced themselves in the separate auditorium before the official part of the Annual General Meeting. Two more subsidiaries followed after the official part. In addition, all our managing directors were available for individual discussions at informative marketplaces throughout the day.

For us, the Annual General Meeting is a living shareholder culture. The personal exchange with our shareholders and the great response we again received for our face-to-face event encourages us to stick to this format and to continue to offer you an attractive event in the future.

Unsurprisingly, all the resolutions proposed by the administration were adopted with a clear majority; including the distribution of a record dividend of 1.00 Euro per share.

Outlook 2023: Sales and Group earnings expected at the lower end

Even when we first presented our forecast for the current business year, we were only cautiously optimistic against the background of the many challenges that were emerging. The current development of the business figures now confirms this assessment. It is characterised by increasing customer restraint in the face of an impending recession in Germany. In addition, important customers purchased more than they needed last year to protect themselves from supply bottlenecks. In the current year, these customers are now gradually reducing their high inventory levels. Both influences led to a decline in orders at individual subsidiaries in the first half of 2023 and thus to declining sales from the inventory business. Whether the situation will improve noticeably in the further course of this business year is not yet foreseeable.

Despite the high agility of our subsidiaries and their ability to quickly adapt to changing conditions, as well as the positive effects from the efficiency programmes, some of our subsidiaries cannot escape these adverse market conditions. Therefore, we continue to expect growth in Group sales for the full year 2023, but at a significantly lower rate than in the last financial years. The communicated range of € 600–620 million for Group sales and the range of € 32.0–34.0 million for Group net earnings remain valid,

as an improvement in all key business figures is planned for the second half of the year. Due to declining prices and at the same time declining volumes, we currently expect the values to be in the lower range of the bandwidths.

We remain convinced of the underlying medium- and longterm growth potential of our subsidiaries. The activities initiated in the Excellence Programmes are being intensively pursued and offer a good starting point to continue gaining market share.

We thank you very much for the trust you have placed in us and look forward to continuing our journey together with you.

Wuppertal, August 2023

CEO CFO

Ralph Rumberg Andrea Holzbaur

Changes in the scope of consolidation

In January 2023, SVT GmbH acquired 100% of the shares in the steel construction division of its long-standing Hungarian supplier BAV Tatabánya Kft. BAV-Tatabánya Kft. The acquired division of BAV, which was founded in 1992, employs around 60 people.

The previously non-consolidated company Connex SVT Inc., Houston, USA, also a subsidiary of SVT GmbH, was included in the scope of consolidation as of January 2023.

In May 2023, Doerrenberg Specialty Steel Corp. acquired 100% of the shares in Tremblay Tool Steels, LLC in Ohio, USA. Tremblay Tool Steels has been a sales partner of the Dörrenberg Group in the USA since 2014 and is a supplier of special steel for various industries.

In May 2023, GESCO SE acquired the 5% share in Dörrenberg Edelstahl GmbH held by the former managing partner Mr Gerd Böhner. GESCO SE now holds 100% of the shares in the company.

Business performance, sales and earnings development in the Group

In addition to the general economic conditions, GESCO Group's business development is also influenced by the development of individual industries. These include mechanical engineering in particular, but also the infrastructure, construction and healthcare sectors.

While the global economic development is on a slow recovery course in 2023 according to the OECD, the economy in Germany is developing very cautiously. The Ifo Institute expects economic output to decline by 0.4% in the current year; an increase of 1.5% is anticipated in 2024. After the economic decline in the first quarter of 2023, the German economy is in a technical recession. It cannot be ruled out that this will worsen in the further course of the year due to the continuing weakness of the global economy, the decline in construction activity and the general reluctance to spend as a result of high inflation, the OECD continues.

In light of this gloomy business environment, GESCO Group performed well overall in the first half of 2023. The subdued level of incoming orders, which has now persisted since Q1 /2023, signals that the market environment remains challenging.

GESCO Group's incoming orders reached € 288.8 million in the reporting period and were thus below the previous year's figure of € 318.7 million (-9.4% vs. Q2 2022). Group sales increased by 0.3% to € 292.1 million compared to the same period of the previous year (Q2 2022: € 291.4 million).

Material prices fell significantly in the second quarter compared to the previous quarter. In a half-year comparison, a slightly higher cost of materials ratio of 60.3% compared to 58.5% is nevertheless reported. In the first quarter, however, it was still 64.4%.

Due to higher personnel costs, among other things due to a larger number of employees, not least due to the acquisition of BAV and the inflation compensation premium paid, the personnel expense ratio rose to 21.9% (same period of the previous year: 21.0%). Other operating expenses increased by € 1.0 million, mainly as a result of the acquisition of the participations, to € 32.5 million and thus slightly disproportionately to sales. EBITDA totalled € 31.7 million in the reporting period (H1 /2022: € 34.8 million).

Depreciation and amortisation decreased moderately to € 8.8 million (H1 /2022: € 9.0 million). EBIT for the reporting period was 11.7% lower than in the same period of the previous year at € 22.8 million (H1 /2022: € 25.9 million).

Consolidated net earnings after minority interests reached € 14.3 million. This corresponds to a decrease of € 2.5 million compared to the previous year (H1 2022: € 16.8 million); however, it also represents an increase of € 0.5 million compared to the first quarter of 2023.

Earnings per share thus amount to € 1.32 (H1 2022: € 1.55).

Group earnings

Development of the segments

In the Process Technology segment, the uncertainty of market participants regarding future economic development is particularly evident in a pronounced reluctance to place orders. Accordingly, order intake fell significantly in the reporting period to only € 43.0 million (H1 2022: € 62.2 million) and this led back to a normalised order backlog of € 62.5 million as at the reporting date (H1 2022: € 71.9 million).

Nevertheless, segment sales increased by 7.5% from € 48.7 million in the first six months of the previous year to € 52.4 million. As is usual in this segment, the production of machines and plants is started in the first half of the year, which are only completed in the further course of the year and thus only then have an effect on sales and earnings. Compared to previous years, a more balanced distribution over the entire year has already been achieved through optimised planning processes. EBIT reached € 5.1 million in the reporting period after € 4.2 million in the same period of the previous year, which corresponds to an EBIT margin of 9.8% (H1 2022: 8.6%).

For 2023 as a whole, we continue to see a solid development in the machinery and plant engineering sector, supported by the still high order backlog. Compared to the previous year, we expect a moderate increase in sales for the segment for the full year with an almost unchanged contribution to earnings.

The Resources Technology segment continued to develop robustly in the reporting period, although the declining material price development had a significant impact on the key figures. Order intake amounted to € 177.6 million and increased by 2.1% compared to the same period of the previous year (H1 2022). Sales decreased slightly by 1.6% from € 168.9 million (H1 2022) to € 166.2 million. Segment EBIT amounted to € 17.4 million after € 22.0 million in the comparable period. The segment EBIT margin decreased accordingly from 13.0% (H1 2022) to 10.5%.

The somewhat restrained demand in the tool and strip steel segment combined with declining but still high material and energy costs, as well as absolutely increased personnel costs compared to the previous year, cloud the prospects in this segment somewhat. However, we have initiated product expansions and won new projects with our MAPEX programmes. Overall, we expect a slight increase in sales for the year as a whole and earnings slightly below the previous year's level.

The companies in the Health and Infrastructure Technology segment experienced a very heterogeneous business development in the first six months of 2023. While paper stick manufacturing continues to play a special role, is on a growth path and is benefiting from the globally demanded sustainability movement, the business development of the other companies in the segment was very restrained.

Order intake in the segment declined by 17.3% to € 68.2 million compared to the same period of the previous year. The decline reflects the restraint in the construction and health sectors. In this segment, orders are usually placed as longer-term framework agreements and are thus subject to seasonality. The fact that incoming orders were below sales is a visible sign of the difficult market conditions and creates corresponding pressure to adjust. The Executive Board is accompanying this process with vigour. In line with the lower order intake, the order backlog also decreased to € 37.8 million at the end of the reporting period (H1 2022: € 54.4 million).

Sales remained almost unchanged in the reporting period at € 73.6 million (H1 2022: € 73.8 million). EBIT decreased to € 6.7 million (H1 2022: € 7.1 million); the EBIT margin of the segment decreased accordingly from 9.6% to 9.1%. Supported by the positive development in rod production, which largely compensates for the difficult situation of the other companies in the segment, sales and earnings for the full year are expected to be at the previous year's level.

Financial and asset position

As of the balance sheet date, the balance sheet total of € 512.3 million was 8.1% higher than the level at the beginning of the financial year of € 473.9 million. Non-current assets were almost unchanged, while current assets increased by around 12.6% from € 288.1 million to € 324.0 million. Inventories increased by 15.4% to € 185.6 million (H1 2022: € 160.8 million), mainly due to higher inventories of finished goods and work in progress.

Trade receivables increased by 5.7%. The increase in other assets is mainly due to tax receivables. At € 38.3 million, cash and cash equivalents are slightly higher than at the same time in the previous year (€ 36.3 million).

The balance sheet ratios remain extremely solid and the gearing ratio low. At 53.0% as of the reporting date, the equity ratio was below the figure reported as of 31 December 2022 (58.0%), mainly due to the increase in total assets by around 8%. Non-current liabilities increased by 26.8%; this is mainly due to the higher liabilities to banks (+€ 17.1 million).

Along with the significant increase in current assets, current liabilities also increased by 18.5% to € 165.9 million. Trade payables (+59.2%), other liabilities (+25.0%) and advance payments received on orders (+11.8%) had a major influence here.

Staff

GESCO Group employed a total of 1,889 people as at the reporting date (31 March 2023: 1,890). Compared to the figure of 1,841 as at 31 December 2022, the Group workforce thus increased by 2.6% in the reporting period.

The workforces in the Health and Infrastructure Technology and Process Technology segments were slightly reduced in the reporting period, while the workforce in the Resources Technology segment increased significantly. The main reason for this development is SVT's acquisition of its longstanding Hungarian supplier BAV Tatabánya Kft with approx. 60 employees.

1,889 employees

Opportunities and risks

The general statements on opportunities and risks as well as the presentation of specific individual risks in the consolidated financial statements as at 31 December 2022 essentially remain valid and we therefore refer to the detailed presentation in the annual report for the 2022 financial year. The report can be found on the Internet at www.gesco.de/ en/investor-relations/financial-reports.

Uncertainties due to the macroeconomic environment in 2023 remain high.

The imponderables include in particular the continuing tense geopolitical situation and its possible impact on global trade flows. Added to this are high inflation rates and the increased interest rates to combat them. A less dynamic development of the global economy and a recessionary development for Germany are forecast by some economic institutes. All these factors have a major influence on the business development of the group of companies. The exact extent of the factors as well as the interactions can hardly be estimated, so that the resulting overall risk remains difficult to calculate.

Despite the difficult macroeconomic and still volatile geopolitical conditions, GESCO subsidiaries are well positioned not only to maintain their market positions, but to expand them further.

Outlook

The current development of the business figures is characterised by increasing customer restraint in the face of an impending recession in Germany. Despite the high agility of our subsidiaries and their ability to quickly adapt to changing conditions, as well as the positive effects from the efficiency programmes, a number of our subsidiaries cannot escape the adverse market conditions.

We continue to expect growth in Group sales for 2023 as a whole, but to a much lesser extent than in the last financial years. The communicated range of € 600–620 million for consolidated sales and the range of € 32.0–34.0 million for consolidated net earnings remain valid, as an improvement in all key business figures is planned for the second half of the year. Due to declining prices and at the same time declining volumes, we currently expect the values to be in the lower range of the bandwidths.

The actual business performance of GESCO Group may deviate from current expectations against the backdrop of the numerous uncertainties and due to the opportunities and risks already explained above. Intended transactions are not taken into account in this forecast.

Events after the end of the reporting period

No events of particular significance occurred after the end of the reporting period.

GESCO Consolidated Balance Sheet

in T€ 06/30/2023 12/31/2022
Assets
A. Non-current assets
I.
Intangible assets
1. Industrial property rights and similar rights and assets as well as licences to such rights and assets 23,183 24,683
2. Goodwill 38,894 38,935
3. Advance payments made 1 148
62,078 63,766
II. Tangible assets
1.
Land and buildings
56,187 55,482
2. Technical equipment and machinery 29,286 28,050
3. Other equipment, operating and office equipment 14,604 14,861
4. Prepayments made and assets under construction 9,419 6,906
109,496 105,299
III. Financial investments
1. Shares in affiliated companies 0 0
2. Shares in companies recognised at equity 2,066 2,424
3. Investments 156 156
4. Other loans 9,371 9,371
11,593 11,951
IV. Other assets 12 12
V. Deferred tax assets 4,788 4,807
187,967 185,835
B. Current assets
I.
Inventories
1. Raw materials and supplies 43,729 40,083
2. Work in progress, unfinished services 36,676 27,770
3. Finished products and goods 104,116 92,359
4. Advance payments made 1,068 542
5. Advance payments received 1 0
185,590 160,754
II. Receivables and other assets
1.
Trade receivables
86,873 82,219
2. Receivables from affiliated companies 0 1,698
3. Receivables from companies recognised at equity 34 392
4. Other assets 10,407 5,444
97,314 89,753
III. Cash in hand and bank balances 38,303 36,251
IV. Accounts receivable and payable 3,093 1,320
324,300 288,078
512,267 473,913
in T€ 06/30/2023 12/31/2022
Equity and liabilities
A. Equity
I.
Subscribed capital
10,839 10,839
II. Capital reserve 72,433 72,433
III. Revenue reserves 185,551 184,442
IV. Own shares 0 0
V. Other result - 3,717 - 3,114
VI. Minority interests (corporations) 6,389 10,106
271,495 274,706
B. Non-current liabilities
I.
Minority interests (partnerships)
0 0
II. Provisions for pensions 9,838 10,209
III. Other non-current provisions 467 597
IV. Liabilities to banks 42,681 25,557
V. Leasing liabilities 14,099 15,404
VI. Other liabilities 477 995
VII. Deferred tax liabilities 7,341 6,421
74,903 59,183
C. Current liabilities
I.
Other provisions
7,182 10,220
II. Liabilities
1.
Liabilities to banks
56,099 50,800
2. Leasing liabilities 3,415 3,228
3. Trade payables 29,014 18,224
4. Advance payments received on orders 19,806 17,717
5. Liabilities to affiliated companies 145 478
6. Liabilities to companies recognised at equity 0 0
7.
Other liabilities
48,992 39,202
157,471 129,649
III. Accruals and deferrals 1,216 155
165,869 140,024
512,267 473,913

GESCO Consolidated Profit and Loss account for the first half year (1 January to 30 June)

in T€ 01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
CONTINUED OPERATIONS
Sales revenues 292,135 291,364
Change in inventories of finished goods and work in progress 9,492 3,543
Other own work capitalised 218 326
Other operating income 2,614 4,268
Total output 304,459 299,501
Cost of materials - 176,271 - 170,492
Personnel expenses - 63,832 - 61,105
Other operating expenses - 32,537 - 31,540
Impairment losses on financial assets - 131 - 1,522
Earnings before interest, taxes, depreciation and amortisation (EBITDA) 31,688 34,842
Amortisation of intangible assets and tangible assets - 8,844 - 8,969
Earnings before interest and taxes (EBIT) 22,844 25,873
Earnings from investments 0 1,034
Earnings from companies recognised at equity 149 480
Income from loans of financial assets 180 180
Other interest and similar income 37 5
Depreciation on financial assets 10 0
Interest and similar expenses - 1,975 - 1,038
Third-party profit shares in partnerships 0 22
Financial result - 1,599 683
Earnings before taxes (EBT) 21,245 26,556
Taxes on income and earnings - 6,480 - 8,240
Earnings from continued operations 14,765 18,316
Group earnings 14,765 18,316
thereof
Minority interests in companies
Earnings from continued operations 462 1,499
Attributable to GESCO shareholders
Earnings from continued operations 14,303 16,817
Earnings per share (€)
From continued operations 1.32 1.55

GESCO Consolidated Profit and Loss account for the second quarter (1 April to 30 June)

in T€ 04/01/2023 –
06/30/2023
04/01/2022 –
06/30/2022
CONTINUED OPERATIONS
Sales revenues 144,865 153,246
Change in inventories of finished goods and work in progress - 1,397 - 3,049
Other own work capitalised 96 164
Other operating income 1,386 1,632
Total output 144,950 151,993
Cost of materials - 81,437 - 86,060
Personnel expenses - 30,968 - 30,426
Other operating expenses - 16,582 - 16,984
Impairment losses on financial assets - 99 - 1,496
Earnings before interest, taxes, depreciation and amortisation (EBITDA) 15,864 17,027
Amortisation of intangible assets and intangible assets - 4,550 - 4,497
Earnings before interest and taxes (EBIT) 11,314 12,530
Earnings from investments 0 0
Earnings from companies recognised at equity 96 343
Income from loans of financial assets 90 90
Other interest and similar income 26 2
Depreciation on financial assets 10 0
Interest and similar expenses - 1,010 - 505
Third-party profit shares in partnerships 0 - 37
Financial result - 788 - 107
Earnings before taxes (EBT) 10,526 12,423
Taxes on income and earnings - 2,972 - 3,875
Earnings from continued operations 7,554 8,548
Group earnings 7,554 8,548
thereof
Minority interests in companies
Earnings from continued operations - 19 552
Attributable to GESCO shareholders
Earnings from continued operations 7,573 7,996
Earnings per share (€)
From continued operations 0.70 0.74

GESCO Consolidated Statement of Comprehensive Income for the first half year (1 January to 30 June)

in T€ 01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
Group earnings 14,765 18,316
Revaluation of defined benefit obligations not affecting net income 332 2,294
Items that cannot be reclassified to the Profit and Loss account 332 2,294
Currency conversion difference
a) Reclassification to the Profit and Loss account 0 0
b) Change in value not affecting Profit or Loss - 445 1,480
Difference from currency conversion of companies valued at equity
a) Reclassification to the Profit and Loss account 0 0
b) Change in value not affecting Profit or Loss - 507 - 156
Market valuation of hedging instruments
a) Reclassification to the Profit and Loss account 0 0
b) Change in value not affecting Profit or Loss 15 - 28
Items that can be reclassified to the Profit and Loss account - 937 1,296
Other earnings - 605 3,590
Total earnings for the period 14,160 21,906
of which minority interests in companies 461 1,518
of which attributable to GESCO shareholders 13,699 20,388

GESCO Consolidated Cash Flow Statement for the first half year (1 January to 30 June)

in T€ 01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
Profit for the period (including minority interests in the profit of corporations) 14,765 18,316
Amortisation of intangible assets and depreciation of tangible assets 8,844 8,969
Impairment losses on non-current assets - 10 0
Earnings from companies valued at equity - 149 - 480
Share of earnings attributable to minority shareholders 0 - 22
Decrease in non-current provisions - 1,148 - 174
Other non-cash income / expenses - 499 50
Cash flow for the period 21,803 26,659
Losses from the disposal of tangible / intangible assets 11 0
Gains from the disposal of tangible / intangible assets - 62 - 27
Increase in inventories, trade receivables, and other assets - 28,098 - 49,832
Increase in trade payables and other liabilities 17,960 16,631
Cash flow from operating activities 11,614 - 6,569
Proceeds from disposals of tangible / intangible assets 451 570
Payments for investments in tangible assets - 7,955 - 2,759
Payments for investments in intangible assets - 446 - 522
Proceeds from disposals of financial assets - 80 0
Payments for investments in financial assets 149 0
Payments for the acquisition of consolidated companies and other business units - 4,343 0
Cash flow from investing activities - 12,224 - 2,711
Payments to shareholders (dividend) - 10,839 0
Payments for the purchase of own shares 0 - 455
Payments to minority interests - 792 - 1,023
Payments for the acquisition of non-controlling interests - 6,368 - 5,875
Proceeds from the taking up of (financial) loans 32,759 7,724
Payments for the redemption of (financial) loans - 10,336 - 7,310
Payments for the redemption of lease liabilities - 1,762 - 1,272
Cash flow from financing activities 2,662 - 8,211
Cash-effective change in cash and cash equivalents 2,052 - 17,491
Exchange rate-related changes in cash and cash equivalents 0 131
Cash and cash equivalents as at 01/01 36,251 57,714
Cash and cash equivalents as at 06/30 38,303 40,354

GESCO Consolidated Statement of Changes in Equity for the first half year (1 January to 30 June)

in T€ Subscribed
capital
Capital reserves Revenue
earnings
Own
shares
As at 01/01/2022
Dividends
10,839 72,398 164,479
0
0
Acquisition of own shares - 455
Sale of own shares
Acquisition of shares in subsidiaries - 2,675 0
Sale of shares in subsidiaries
Group net earnings for the period 16,817 0
As at 06/30/2022 10,839 72,398 178,621 - 455
As at 01/01/2023 10,839 72,433 184,442 0
Dividends - 10,839
Acquisition of own shares 0
Sale of own shares 0 0 0
Changes in scope of consolidation 1,016
Acquisition of shares in subsidiaries - 3,371
Divestment of shares in associated companies 0
Group net earnings for the period 14,303 0
As at 06/30/2023 10,839 72,433 185,551 0

GESCO Group segment report for the first half year (1 January to 30 June)

in T€ Process
Resource
Technology
Technology
Healthcare and
Infrastructure Technology
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
Order backlog 62,512 71,868 124,028 114,042 37,817 54,449
Incoming orders (consolidated) 43,001 62,203 177,540 173,995 68,243 82,515
Sales revenues 52,376 48,726 166,207 168,870 73,560 73,774
of which with other segments 0 0 9 6 0 0
Depreciation and amortisation (annual accounts) 1,048 907 2,466 2,466 2,191 2,030
thereof unscheduled according to IAS 36 0 0 0 0 0 0
EBIT 5,136 4,186 17,371 21,748 6,695 6,631
Investments 2,937 1,006 3,555 1,510 1,883 725
Employees (number / reporting date) 531 540 834 728 507 526
Equity Minority
interests in
corporations
Total Hedging
instruments
Revaluation of
pensions
Currency
adjustment
item
255,734 12,466 243,268 - 14 - 3,215 - 1,219
- 813 - 813 0
- 455 - 455
0
- 6,138 - 3,272 - 2,866 0 - 117 - 74
0
21,906 1,518 20,388 - 28 2,231 1,368
270,234 9,899 260,335 - 42 - 1,101 75
274,706 10,106 264,600 4 - 2,011 - 1,107
- 11,631 - 792 - 10,839
0
0
1,016 1,016 0 0
- 6,757 - 3,386 - 3,371
0 0 0
14,161 461 13,700 15 323 - 941
271,495 6,389 165,106 19 - 1,688 - 2,048

GESCO Consolidated Statement of Changes in Equity

for the first half year (1 January to 30 June)

GESCO Group segment report

for the first half year (1 January to 30 June)

Process
Resource
Healthcare and
Technology
Technology
Infrastructure Technology
GESCO SE /
other companies
Reconciliation Group
01/01/2023 –
01/01/2022 –
01/01/2023 –
01/01/2022 –
01/01/2023 –
01/01/2022 –
06/30/2023
06/30/2022
06/30/2023
06/30/2022
06/30/2023
06/30/2022
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
01/01/2023 –
06/30/2023
01/01/2022 –
06/30/2022
62,512
71,868
124,028
114,042
37,817
54,449
0 0 0 0 224,357 240,359
43,001
62,203
177,540
173,995
68,243
82,515
0 0 1 0 288,785 318,713
52,376
48,726
166,207
168,870
73,560
73,774
1,272 649 - 1,280 - 655 292,135 291,364
9
6
0
0
1,272 649 - 1,281 - 655 0 0
2,466
2,191
2,030
41 154 3,098 3,412 8,844 8,969
0
0
0
0 0 0 0 0 0
21,748
6,695
6,631
- 4,213 - 4,937 - 2,145 - 1,755 22,844 25,873
1,883
725
0 40 644 1,306 9,019 4,587
526 17 22 0 0 1,889 1,816
507

Explanatory information

The report on the half-year period (1 January to 30 June 2023) of the financial year 2023 (1 January to 31 December 2023) of GESCO Group was prepared on the basis of the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB). It has been prepared in accordance with IAS 34.

Unless otherwise stated, the accounting and valuation principles applied correspond to those of the consolidated financial statements as at 31 December 2022. The preparation of the financial statements is influenced by recognition and valuation methods as well as assumptions and estimates that affect the amount and disclosure of the assets, liabilities and contingent liabilities recognised in the balance sheet as well as the expense and income items. Revenue-dependent items are accrued during the year.

Application and effects of new and amended standards

The following new or amended standards are mandatory for the first time in the reporting year:

  • Amendments to IAS 1 and Practice Statement 2 "Disclosure of Accounting Policies"
  • Amendments to IAS 8 "Definition of Accounting Estimates"
  • Amendments to IAS 12 "Prohibition on recognising deferred taxes on initial recognition of an asset or liability"
  • IFRS 17: "Insurance contracts"

Compliance with the above-mentioned regulations did not have any significant impact on the consolidated financial statements of GESCO SE.

Changes in the scope of consolidation /  business combinations according to IFRS 3

In January 2023, SVT GmbH acquired 100% of the shares in BAV-Tatabánya Kft (BAV for short), Tatabánya, Hungary. The company is a long-standing supplier of steel structures to SVT GmbH and other customers. The company is allocated to the Resource Technology segment. The purchase price allocation carried out is preliminary within the meaning of IFRS 3.45 et seq. The fair value of the consideration amounted to € 1.5 million and consisted of a cash component of € 1.3 million and contingent consideration of € 0.2 million, which was recognised at fair value and resulted in particular from covenants.

The preliminary effects of the addition at the time of acquisition are as follows:

in T€
Intangible assets 1
Property, plant and equipment 762
Inventories 131
Receivables from deliveries and services 934
Cash and cash equivalents 365
Other assets 9
Provisions 49
Other debts 375
Net assets acquired 1,778
Negative goodwill 278

The fair value of the acquired trade receivables amounted to T€ 934. The gross amount of the receivables was T€ 934. No receivables were assessed as uncollectible.

The first-time consolidation resulted in income of T€ 278, which is reported under other operating income. The negative difference is the result of a favourable negotiating position due to the long-standing business relationship between BAV and SVT GmbH.

As of 30 June 2023, BAV contributes € 0.5 million to the Group's sales and € 1.1 million to the Group's EBIT.

Connex SVT Inc., Houston, USA, which was not consolidated due to immateriality, was included in the scope of consolidation as of January 2023. The initial consolidation resulted in a negative difference of € 1.0 million, which was recognised directly in equity in the profit carried forward. The company is allocated to the Resource Technology segment.

In May 2023, Doerrenberg Specialty Steel Corp., Macedonia (OH), USA acquired 100% of the shares in Tremblay Tool Steels, LLC, Macedonia (OH), USA as well as 100% of the shares in 8111 Roll & Hold, LLC, Macedonia (OH), USA, which was renamed Doerrenberg Real Estate, LLC, Macedonia (OH), USA as part of the acquisition. Tremblay Tool Steels has been a sales partner of the Dörrenberg Group in the USA since 2014 and is a supplier of special steel for various industries.

The present consolidated balance sheet as at 30 June 2023 includes the companies with their asset and liability items. The consolidated income statement contains the pro rata temporis figures from June 2023.

The companies are allocated to the Resource Technology segment. The purchase price allocation carried out is preliminary within the meaning of IFRS 3.45 et seq.

The fair value of the consideration amounted to € 4.3 million and consisted of a cash component of € 4.2 million and contingent consideration of € 0.1 million, which was recognised at fair value and resulted in particular from covenants.

The preliminary effects of the addition at the time of acquisition are as follows:

in T€
Property, plant and equipment 2,138
Inventories 1,767
Receivables from deliveries and services 895
Cash and cash equivalents 429
Other assets 15
Provisions 21
Other debts 582
Net assets acquired 4,641
Negative goodwill 306

The fair value of the acquired trade receivables was T€ 895. The gross amount of the receivables was T€ 895. No receivables were assessed as uncollectible.

The initial consolidation resulted in income of T€ 306, which is reported under other operating income. The negative difference is the result of a favourable negotiating position due to the long-standing business relationship between Tremblay Tools Steel and the Dörrenberg Group.

As of 30 June 2023, the companies contribute € 0.6 million to Group sales and € 0.1 million to Group EBIT. If the companies had been consolidated for the first time on 1 January of the year, they would have contributed € 3.5 million to Group sales and € 0.3 million to Group EBIT.

In May 2023, GESCO SE acquired the 5% share in Dörrenberg Edelstahl GmbH held by the former managing partner Mr Gerd Böhner. GESCO SE now holds 100% of the shares in the company.

Transactions with related parties

The Chairman of the Supervisory Board, Stefan Heimöller, maintains business relations to a small extent with Dörrenberg Edelstahl GmbH and SVT GmbH through his company Platestahl Umformtechnik GmbH. The business relations are conducted at arm's length conditions.

Auditor's review

The condensed interim financial statements as at 30 June 2023, the interim management report and the restated prior-year figures are neither audited in accordance with § 317 HGB nor reviewed by an auditor.

Disclosures on financial instruments

in T€ Carrying
amount
06/30/2023
Not within the
scope of
IFRS 9
Application
IFRS 9
Thereof at fair
value
Thereof at
amortised
cost
Financial assets 11,593 2,066 9,527 156 9,371
Demands 86,907 0 86,907 0 86,907
Other assets 10,419 5,497 4,922 20 4,902
Cash and cash equivalents 38,303 0 38,303 0 38,303
Financial assets 147,222 7,563 139,659 176 139,483
Liabilities to credit institutions
Leasing liabilities
98,780
17,514
0
17,514
98,780
0
0
0
98,780
0
Liabilities from deliveries and
services
29,014 0 29,014 0 29,014
Other liabilities 49,614 19,196 30,418 0 30,418
Financial liabilities 194,922 36,710 158,212 0 158,212
in T€ Book value
12/31/2022
Not within the
scope of
Application
IFRS 9
Thereof at fair
value
Thereof at
amortised
IFRS 9 cost
Financial assets
Demands
11,951
84,309
2,424
0
9,527
84,309
156
0
9,371
84,309
Other assets 5,456 2,127 3,329 5 3,324
Cash and cash equivalents 36,251 0 36,251 0 36,251
Financial assets 137,967 4,551 133,416 161 133,255
Liabilities to credit institutions 76,357 0 76,357 0 76,357
Leasing liabilities 18,632 18,632 0 0 0
Liabilities from deliveries and
services
18,224 0 18,224 0 18,224
Other liabilities 40,675 16,607 24,068 0 24,068
Financial liabilities 153,888 35,239 118,649 0 118,649

Assignment of financial instruments to categories according to IFRS 9

in T€ Balance sheet item Net results
in the income statement
Category IFRS 9 06/30/2023 12/31/2022 06/30/2023 12/31/2022
Financial assets at fair value through profit
or loss
176 161 0 0
Financial assets measured at fair value
without effect on profit or loss
20 5 0
Financial assets valued at acquisition cost 139,483 133,255 217 390
Financial assets 139,679 133,421 217 390
Financial liabilities at fair value through profit
or loss
0 0 0 0
Financial liabilities measured at fair value
through other comprehensive income
0 0 0 0
Financial liabilities valued at acquisition cost 158,212 118,649 - 1,969 - 2,254
Financial liabilities 158,212 118,649 - 1,969 - 2,254

Responsibility statement by the legal representatives

To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim management report of the Group 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. To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the group, and the interim management report of the group 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 for the remaining months of the financial year.

GESCO SE The Executive Board

Wuppertal, August 2023

Financial calendar

11 August 2023

Publication Half-year interim report 2023

10 November 2023

Publication Quarterly Statement Q3/2023

04 – 05 September 2023

Autumn Conference (Equity Forum)

15 – 16 November 2023

36th MKK – Munich Capital Market Conference

13 September 2023

13th ZKK – Zurich Capital Market Conference

27 – 29 November 2023

German Equity Forum

Contact

Peter Alex Head of Investor Relations GESCO SE Johannisberg 7 42103 Wuppertal Germany

Phone +49 202 24820-18 Fax +49 202 24820-49

[email protected] www.gesco.de

If you would like to be informed regularly, please notify us by e-mail or telephone. Alternatively, use the order function on our website at www.gesco.de/en/investorrelations/service-ir-contact. We will be happy to add you to our permanent mailing list.

Important notice:

This 6-month report contains forward-looking statements based on current assumptions and forecasts made by the Executive Board of GESCO SE. These statements are therefore subject to risks and uncertainties. The actual results and business development of GESCO SE and GESCO Group may differ materially from the estimates made in this interim report. GESCO SE assumes no obligation to update such forward-looking statements or to conform them to future events or developments.

This 6-month report is also available in English translation; in case of discrepancies, the German version of the 6-month report shall prevail.

www.gesco.de

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