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adesso SE

Investor Presentation Aug 16, 2023

13_10-q_2023-08-16_69d3a648-8529-4661-8637-62775bf73011.pdf

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Key Figures

in EUR k 1st HY 2023 1st HY 2022 Change in % Q1/2023 Q2/2023 Q2/2022
Profit Situation
Sales revenues 546,296 412,145 134,151 33 276,242 270,054 202,378
domestic 445,773 340,879 104,894 31 224,522 221,251 166,487
foreign 100,523 71,266 29,257 41 51,720 48,803 35,891
EBITDA 25,153 38,129 -12,976 -34 17,914 7,239 10,250
EBITDA margin (in %) 4.6 9.3 -4.6 -50 6.5 2.7 5.1
Consolidated earnings -6,308 10,564 -16,872 -160 2,018 -8,326 -1,962
Balance Sheet
Balance sheet total 729,817 580,827 148,990 26 668,654 729,817 580,827
Equity 202,534 201,739 795 0 216,902 202,534 201,739
Equity ratio (in %) 27.8 34.7 -7.0 -20 32.4 27.8 34.7
Liquid assets 37,844 37,786 58 0 46,171 37,844 37,786
Net cash position -143,367 -42,687 -100,680 236 -73,567 -143,367 -42,687
Employees
Employees (FTE) 8,856 6,811 2,045 30 8,513 8,856 6,811
domestic 7,166 5,606 1,560 28 6,967 7,166 5,606
foreign 1,690 1,205 485 40 1,546 1,690 1,205
Gross profit/Employees 108 112 -4 -4 112 103 102
Share
Number 6,514,272 6,512,272 2,000 0 6,512,272 6,514,272 6,512,272
Price at the end of the period (in 123.80 146.40 -22.60 -15 147.00 123.80 146.40
EUR)
Market capitalisation at the end
of the period (in EUR m)
806.5 953.4 -146.9 -15 957.3 806.5 953.4
Earnings per share (in EUR) -0.91 1.63 -2.54 -156 0.28 -1.19 -0.29

Growth in sales in EUR m

EBITDA Development

Mission Statement

adesso optimises companies' core business processes with the targeted use of information technology. We off er customers expert consulting based on our in-depth industry knowledge and use our technical knowhow to develop customised software solutions. For a defined set of operational tasks adesso provides innovative solutions and products. As an independent partner, we aim to help our customers make the most of their business potential while retaining flexibility in the future.

Real growth is more than #numb3rs

In the first half of financial year 2023, adesso's dynamic growth was once again significantly faster than the average of the past decade. The company has been gaining market share for years and widening its business base on many levels. Just concentrating on the numbers doesn't give the whole picture when it comes to evaluating longterm success. The people, the way they work together and the stories behind these numbers are equally as interesting. Why do customers trust adesso? What makes working with the people of the adesso Group so appealing? adesso's employees adopt an entrepreneurial mindset in the interests of customers and are agile, pragmatic and decisive. They are authentic and likeable team players – not know-it-all consultants, but approachable and "real". Loyalty, enthusiasm, innovation, trust and a focus on growth are qualities that are deeply rooted in the corporate culture.

Customers count on these attributes. Some customers have been with adesso for several decades. Many projects from our company history, spanning more than 25 years, show how the things that set us apart shape the way we work together on the road to project success. This, combined with the entrepreneurial spirit typical of all adesso employees, contributes to real, sustainable success, which consists of more than just numbers.

Group Management Interim Report

  • Group Principles
  • Economic Report
  • Subsequent Events
  • Forecast, Opportunities and Risk Report

Consolidated Interim Statement

  • Consolidated Balance Sheet
  • Consolidated Income Statement
  • Consolidated Statement of Comprehensive Income
  • Consolidated Cash Flow Statement
  • Consolidated Shareholders Equity Statement
  • Consolidated Notes

Investor Relations

  • Group Management Interim Report
  • Group Principles
  • Economic Report
  • Subsequent Events
  • Forecast, Opportunities and Risk Report

Group Principles

Business Model, Targets and Strategies

adesso is a fast-growing IT company which has set its sights on becoming one of the leading consulting and technology groups for industry-specific business processes in Europe. With a high level of expertise in the areas it caters to, adesso operates at the interface between business processes and IT, implementing software projects at the highest technical level. The development of its own software solutions increases market penetration and strengthens the company's profit margin. adesso pursues the strategic goal of expanding into European markets after so far focusing on the German market. Enterprise development is complemented by a well-defined acquisition strategy.

The profitable growth achieved so far with a focused business model and planned for the future leads to a sustainable increase in the value of the company. adesso puts significant resources in targeted business development, the expansion of sales capacities, recruiting and marketing. These investments and the development of new products, coupled with extensive industry and consulting expertise, enable growth rates which exceed the industry average by far. adesso is a leading technology company in the field of software development which invests more than average in the training and development of its workforce and in the ongoing development of its own model for the software development process.

The Executive Board is committed to a strategy of striving for the right balance of growth, solid finances and profitability.

The company's strategy in the first half of 2023 remained largely unchanged compared to the disclosures in the Annual Report 2022.

Employees and Structure

The structure and management systems remained largely unchanged in the first half of 2023 compared to the disclosures in the Annual Report 2022. Changes pertaining to headcount and the scope of consolidation are detailed in the Economic Report and/or the Consolidated Notes. Headcounts continued to rise at many different locations and across a number of business areas, with the total number of full-time equivalents at the end of the period increasing year on year by 30 % from 6,811 to 8,856.

Research and Development

Research and development expenses are negligible in relation to group expenses. These disclosures continued to apply in the reporting period. Please refer to the Group Management Report as of 31 December 2022 for further details.

Economic Report

Macroeconomic Climate and Industry-specific Conditions

Following an increase in German economic output of 1.9 % in 2022, the German government predicted slower economic growth of 0.2 % in 2023 as part of its annual projection made in January 2023. With Germany emerging from the energy crisis in better shape than expected, the forecast was corrected upwards by a slight margin to 0.4 % in the spring projection, which was published at the end of April. Savings efforts by businesses and consumers made it possible to avoid a gas shortage, and indicators pointed to an economic recovery over the remaining course of the year. In addition, inflation had peaked, according to the report. Nevertheless, the German economy remains mired in a difficult environment in light of persistent geopolitical tensions and the increasingly noticeable tightening of monetary policy on the part of many central banks. Even though industrial production is said to be showing the first signs of stabilisation, global demand (which remains weak) and subdued domestic sales prospects are likely to stand in the way of a stronger recovery. Specifically, value creation in energy-intensive sectors continues to fall despite the decrease in energy prices, which has partially been attributed to weak foreign demand. Domestically, declining purchasing power as a result of high yet subsiding inflation is having a negative impact on private consumption. Another factor impeding economic performance is the rise in interest rates, which is putting a damper on investment activity. A stronger economic recovery is not expected until signs of a noticeable global economic upswing begin to emerge and purchasing power starts rising again due to subsiding inflation. GDP fell by 0.1 % quarter on quarter in the first three months of 2023, with economic performance stagnating at 0.0 % in the second quarter of the year.

The Swiss State Secretariat for Economic Affairs, SECO, has also raised its GDP growth forecast for 2023 by a slight margin of 0.1 percentage points compared to the figures disclosed in its report for 2022. As expected, the Swiss economy saw significantly below-average growth of 1.1 %. Based on the indicators, the Swiss economy is expected to exhibit weaker development in the second quarter, despite a strong start in 2023. Inflationary pressure remains high internationally, and the economic risks are substantial, according to SECO.

In June 2023, the Austrian Institute of Economic Research (WIFO) and the Institute for Advanced Studies (IHS) forecast full-year economic growth for 2023 of 0.3 % (WIFO) and 0.5 % (IHS) respectively. With only the IHS raising its figure by 0.1 percentage points, the institutes' outlooks therefore largely confirmed the expectations published in the adesso Annual Report, which predicted that the Austrian economy would see slow growth.

Having previously predicted full-year growth of 3.0 % for the Turkish economy in 2023, the OECD upgraded its forecast by a slight margin to 3.6 % in June. The organisation explains the rise with an economic upswing triggered by rebuilding efforts in the wake of the severe earthquake early this year. Inflation will reach over 40 %.

The German industry association Bitkom most recently revised its forecasts in July 2023 and changed its assessment of market development in the information technology sector only slightly compared to the previous half year. The association expects the information technology sector to grow by 3.0 % to EUR 152.6 billion. Due to a change in the system used to classify statistical information, consumer electronics are now attributed to the IT hardware segment. According to Bitkom's updated projections, the software and IT services segments – which are particularly important for adesso – will continue growing strongly, with the association raising its forecast slightly compared to January. The software segment should see its market volume grow by 9.6 % to EUR 41.5 billion in 2023 (previously: 9.3 % to EUR 38.8 billion). With growth of 5.3 % in the IT services segment, Bitkom predicts that the market volume will increase to EUR 49.4 billion (previously: 4.7 % to EUR 47.8 billion).

Business Performance

The adesso Group increased sales in the first half of 2023 by 33 % year on year to EUR 546.3 million. Organic growth accounted for the vast majority of this figure (31 %) thanks to the successful expansion of existing business activities. Inorganic growth is primarily attributable to the acquisition of WebScience S.r.l. in early 2023.

All in all, adesso was once again able to significantly exceed its target of outperforming overall market growth organically by at least a factor of two. This puts the

company well within its forecast sales corridor of more than EUR 1 billion for the year as a whole. Despite a weaker first six months in terms of EBITDA, adesso's management is reaffirming its EBITDA forecast of between EUR 100 million and EUR 110 million. This target still appears achievable in view of the upturn in the capacity utilisation rate in the second quarter and a healthy order pipeline.

The German market accounted for 31 % of sales growth, and revenue abroad increased even more sharply, by 41 %. At 82 %, the share of total sales revenues generated in Germany was up slightly year on year (81 %). Most of the established adesso subsidiaries recorded year-on-year increases in external sales. Only adesso Netherlands fell slightly short of the external sales revenues that it achieved in the first half of 2022. The adesso national subsidiary in Germany posted the largest rise in sales in absolute terms, followed by adesso in Switzerland, adesso Turkey and Kiwi Consulting. Sales growth in percentage terms was particularly strong in the retail and energy sectors (+ 68 % and + 78 % respectively). The other industries served by adesso also saw double-digit increases in sales. Automotive was the only sector where the figure remained at the previous-year level.

The services business accounts for a notable share of the sales growth. Licence sales with in|sure Ecosphere for companies in the insurance industry were unable to reach the same level as in the first half of 2022. Licence revenue is recognised on a point-in-time basis and can therefore be susceptible to a certain degree of volatility.

Within the first half of the year, EUR 276.2 million in sales was generated in the first quarter and EUR 270.1 million in the second quarter (previous year: EUR 209.8 million and EUR 202.4 million). There were 65 working days in Germany in the first quarter of 2023 and only 60 working days in the second quarter (previous year: 64 and 61), which had a direct impact on the service sales achieved in the quarter.

Position

Earnings Situation

Total operating earnings before interest, taxes, depreciation and amortisation (EBITDA) of the adesso Group came to EUR 25.2 million in the first half of 2023, down 34 % on the previous year's figure of EUR 38.1 million. As in the first quarter, the increased sales made a lower contribution to EBITDA than in the previous year due to the disproportionate rise in personnel expenses. This development was driven by weaker capacity utilisation, predominantly in the first quarter, as a result of a comparatively high rate of sick leave and a belowaverage project workload. Following countermeasures taken in the area of recruitment, which are usually subject to a time lag, a positive trend in the capacity utilisation

rate already became apparent during the second quarter. Both other operating expenses in the current financial year and other operating income in the previous year contained effects that contributed to the decrease in earnings. However, all established adesso subsidiaries generated positive earnings contributions, except for those in Spain and the Netherlands.

The cost of materials rose from EUR 63.1 million in the previous year to EUR 81.9 million. Gross profit grew in proportion to sales, climbing by 33 %. The increase in personnel expenses (+ 40 %) outpaced gross profit and sales, mainly due to inflation. In the previous year, other operating income was boosted by around EUR 7.1 million from successive acquisitions. At EUR 62.8 million, other operating expenses were higher than the previous-year level of EUR 51.2 million. The EBITDA margin came to 4.6 %, compared to 9.3 % in the previous year. Within the first half of 2023, EBITDA of EUR 17.9 million was generated in the first quarter (previous year: EUR 27.9 million) and of EUR 7.2 million in the second quarter (previous year: EUR 10.3 million).

Depreciation and amortisation rose by 29 % compared to the previous year, mainly due to higher depreciation and amortisation of rights of use from rental and leasing relationships and of intangible assets recognised in the course of mergers. Pre-tax profit amounted to EUR -5.4 million (previous year: EUR 13.9 million), and earnings per share came to EUR -0.91 (previous year: EUR 1.63).

Notes on Individual Items in the Income Statement

At EUR 5.4 million, other operating income was down significantly on the previous-year level of EUR 13.2 million. The decline is primarily attributable to income from successive acquisitions in the previous year (material.one AG and com2m GmbH) amounting to EUR 7.1 million. The acquisition of Urban Energy GmbH has led to similar income of EUR 0.5 million this year. Details in this regard can be found in the section entitled "Mergers" in the consolidated notes to the half-year report.

The cost of materials, which mainly includes services purchased externally in the course of customer projects, was on a par with the previous year at 15 % of sales. Rapid growth and a hotly contested market for skilled workers are prompting adesso to continue to use external services. Gross profit increased by 33 % to EUR 464.4 million. Gross profit per employee was annualised in the first half of the year at EUR 108 thousand (previous year: EUR 112 thousand).

in EUR k 1st HY
2023
1st HY
2022
1st HY
2021
Q2
2023
Q1
2023
Q2
2022
Q1
2022
Q2
2021
Q1
2021
Sales 546,296 412,145 322,433 270,054 276,242 202,378 209,767 159,234 163,199
EBITDA 25,153 38,129 55,652 7,239 17,914 10,250 27,879 19,825 35,827
EBITDA margin
(in %)
4.6 9.3 17.3 2.4 6.5 5.1 13.3 12.5 22.0
Consolidated
earnings -6,308 10,564 30,453 -8,326 2,018 -1,962 12,526 6,961 23,492
Earnings per share -0.91 € 1.63 € 4.90 € -1.19 € 0.28 € -0.29 € 1.90 € 1.10 € 3.70 €

KEY FIGURES PROFIT SITUATION

EMPLOYEE KEY FIGURES

1st HY
2023
1st HY
2022
1st HY
2021
2022 2021 2020
Employees at the end of the period 9,751 7,539 5,872 8,867 6,444 5,471
Full-time equivalents (FTE) at the end of the period 8,856 6,811 5,309 8,056 5,814 4,975
Full-time equivalents (FTE) average for the year 8,640 6,540 5,194 6,854 5,430 4,392
Sales annualised per average FTE (in EUR k) 126 129 124 129 125 119
Gross profit annualised per average FTE (in EUR k) 108 112 110 110 108 105
Personnel costs annualised
per average FTE (in EUR k)
89 85 86 84 82 80

Personnel costs, the most significant cost item, rose by 40 % to EUR 383.5 million due to factors such as inflation. The average number of employees, converted into fulltime equivalents, increased by 32 % year on year to 8,640 and therefore rose less sharply than personnel costs. As at the reporting date of 30 June 2023, adesso employed 8,856 people (full-time equivalents). At EUR 89 thousand, annualised personnel costs per employee were up on the previous-year level of EUR 85 thousand, as expected. Other operating expenses climbed by 23 %, from EUR 51.2 million to EUR 62.8 million, due partly to the significant rise in travel costs, as well as expenses in connection with the return to a similar number of inperson events as in pre-pandemic times. There was also an increase in consulting and licence costs as a result of an IT infrastructure conversion project. Expenses directly related to recruitment, such as personnel acquisition and marketing expenses, had a positive effect on the development of other operating expenses because of the countermeasures taken to eliminate the deficit in capacity utilisation.

Income tax expense came to EUR 0.9 million (previous year: EUR -3.4 million). Based on pre-tax profit of EUR -5.4 million, the tax rate was calculated at -18 % (previous year: 24 %). The rise in the tax rate is primarily caused by constant non-deductible expenses, which had a greater impact due to the year-on-year decrease in earnings.

Employee Key Figures

The total number of employees at the Group increased by 2,046 or 30 % (previous year: 1,502 or 28 %) from 6,811 to 8,856 full-time equivalents. In the first half of 2023, the number of employees rose by 800 (previous year: 997) from the figure reported on 31 December 2022. The number of employees outside of Germany increased year on year by 40 % to 1,690 (previous year: 1,205), which is disproportionately high compared to the total number of employees. The rise abroad was primarily attributable to new recruitment in Turkey and Switzerland. The acquisition of WebScience S.r.l. (going forward: adesso Italy) was responsible for another big jump in adesso's workforce outside of Germany.

Financial Position and Results of Operations

The increase in goodwill and in intangible assets was also mainly caused by the acquisition of WebScience S.r.l. The rise in property, plant and equipment is attributable in particular to the expansion of adesso SE's complex in Dortmund. As at 30 June 2023, after the distribution of the dividends from negative consolidated earnings of EUR 6.3 million, equity fell by EUR 12.6 million to EUR 202.5 million compared to the 31 December 2022 figure. Compared to 30 June 2022, equity rose slightly by EUR 0.8 million. At 27.8 %, the equity ratio was below the level of 31 December 2022 (32.8 %).

in EUR k Q2 Q1 Q2 Q1 Q2 Q1
2023 2023 2022 2022 2021 2021
Liquid assets 37,844 46,171 37,786 66,948 29,352 51,147
Financial liabilities 181,211 119,738 80,473 75,134 88,931 68,796
Net liquidity -143,367 -73,567 -42,687 -8,186 -59,579 -17,649
Operating cash flow -70,423 -27,376 -33,767 -26,170 -18,944 -14,118
Goodwill 97,716 95,820 77,998 70,565 67,084 58,767
Equity 202,534 216,902 201,739 209,566 126,460 126,328
Equity ratio (in %) 27.8 32.4 34.7 36.2 28.6 30.2

LIQUIDITY AND BALANCE SHEET STRUCTURE

Liquid assets stood at EUR 37.8 million as at the reporting date (31 December 2022: EUR 90.9 million; 30 June 2022: EUR 37.8 million) and were thus at the previous year's level..The decline in the first half of the year corresponds in structural terms to the development of liquidity in previous years and primarily resulted from the scheduled payment of variable salary components for the previous year, the dividend payment and purchase price payments for company acquisitions.

In the first half of 2023, financial liabilities rose by a total of EUR 74.7 million to EUR 181.2 million, considerably above the level of 31 December 2022, due to ongoing repayments and new loans being taken out. This was partly due to delays in the invoicing process in the second quarter as a result of the switch to a new IT system. This peak was offset in the short term by the raising of appropriate funds externally. Net liquidity therefore came to EUR -143.4 million as at the reporting date (31 December 2022: EUR -15.6 million; 30 June 2022: EUR -42.7 million).

The significant rise in net operating assets in the first half of 2023 resulted in cash flow from operating activities of EUR -70.4 million, following EUR -33.8 million in the previous year. Trade receivables and contract assets increased sharply by 36 %, or EUR 81.4 million, to EUR 308.2 million. Cash flow from investment activities amounted to EUR -26.0 million, following EUR -21.2 million in the previous year. In this financial year, cash flow from investment activities partly reflects the purchase of shares in WebScience S.r.l. and higher investments in property, plant and equipment. Cash flow from financing activities stood at EUR 43.8 million (previous year: EUR -16.8 million). This development was primarily due to increased borrowing in the current financial year for the purpose of interim financing in connection with the IT conversion project.

Investments and Company Acquisitions

Investments in property, plant and equipment amounted to EUR 12.5 million (previous year: EUR 8.8 million) and generally comprised regular investments in new and replacement factory and office equipment such as IT equipment and furnishings. In addition to payments for intangible assets of EUR 1.6 million, further investments amounting to EUR 4.5 million were made in financial assets, mainly in the form of interests acquired in Group companies and loans to Group companies. There is no investment backlog to report.

At the beginning of the financial year, adesso acquired all the shares in WebScience S.r.l., Milan, Italy, as well as the shares in its subsidiary WebScience Bulgaria, Sofia, Bulgaria. The companies specialise in creating bespoke digital solutions, application modernisation and cloud migration.

In March, adesso increased its shareholding in Urban Energy GmbH, Berlin, by a further 25 % to 50 % plus one vote. Urban Energy is developing an innovative IoT platform for the smart city of tomorrow, with a focus on electromobility.

March also saw adesso acquire all the shares in Trieste Digital Solutions Limited, Kerala, India, which will be renamed adesso India Limited in the short term.. The company acts as a SmartShore Delivery Center for adesso, while also serving customers from various industries on the ground in India.

In April, adesso acquired the majority of the shares (51 %) in Wepex GmbH, Frankfurt am Main, a management consultancy specialising in capital market and securities business.

Please refer to the notes to the consolidated interim financial statements for further details on these transactions.

Subsequent Events

Kristina Gewert (46), the company's long-serving Head of Human Resources, was appointed to the Executive Board as at 1 July 2023. She is responsible for HR and Corporate Buildings, and has taken charge of a subsidiary in the insurance segment. Gerwert's Executive Board contract will run until 2027.

Mark Lohweber (54), a long-time adesso employee from 2007 to 2021, was also appointed to the Executive Board as at 1 July 2023. He has taken over responsibility for the core sectors of insurance and banking from the longserving Chairman of the Executive Board Michael Kenfenheuer, who will leave the Executive Board when his Executive Board contract expires at the end of 2023. Lohweber's Executive Board contract will run until mid-2028.

There were no other notable events after the balance sheet date.

Forecast, Opportunities and Risk Report

Forecast Report

Framework Conditions

The economic development originally expected by leading economists, both in Germany and in most of adesso's relevant foreign markets, has seen little change over the course of 2023 to date. The expectations for the year as a whole have largely been corrected upwards by a few percentage points, seeing as how the economies navigated the energy crisis in the challenging winter of late 2022 and early 2023 better than anticipated. However, the economic situation continues to be characterised by a high degree of uncertainty and inconsistent data. While the foreign trade environment has remained weak up until recently, some domestic trade indicators are starting to point to economic stabilisation. Economic indicators, especially order intake and industrial production, point to moderate fundamental economic momentum. Overall, the declining prices on global energy markets, the further easing of inflationary pressure, the higher wage agreements and the expected economic upswing suggest a moderate recovery for the German economy as the year progresses.

According to the current range of forecasts, the German government expects inflation of 5.5 % to 6.0 % in 2023 and 2.0 % to 3.1 % in 2024. Following 0.4 % growth in 2023, momentum is expected to pick up to 1.6 % in 2024. In Switzerland, momentum is predicted to increase slightly to 1.5 % in 2024 on the heels of 1.1 % GDP growth in 2023. According to the forecast comparison issued by the Austrian Federal Ministry of Labour and Economy, growth of between 0.3 % and 0.5 % is expected for 2023. For 2024, economists are forecasting 1.4 %. According to the OECD, GDP growth in Turkey will rise slightly from 3.6 % in 2023 to 3.7 % in 2024.

While the macroeconomic expectations for 2023 in adesso's most important sales markets have improved only slightly compared to the projections referenced in the annual report, economists have made significant downward corrections to their estimates for 2024 in some cases. Only Turkey has so far been exempt from those corrections. The changes come against the backdrop of sustained high inflation and the slow recovery of the global economy.

Nevertheless, Bitkom reports that the industry-specific framework conditions have continued to improve in the segments that are important for adesso and indicate a positive outlook for the future. The business climate, unlike the economy as a whole, is good. Every industry, as well as the public sector, needs to massively increase its investments in digital technologies and protection in cyberspace. According to Bitkom's projections, businesses in the digital sector are leading the charge in this respect. Most of them will spare no expense when it comes to making such investments in 2023, the association adds. Strong growth for 2023 and 2024 is anticipated in the software and IT services segments, both of which are particularly relevant for adesso. The software segment is expected to generate growth of 9.6 % in 2023 (previous year: 15.0 %), while growth of 5.3 % (previous year: 8.5 %) is anticipated in the IT services segment. The sub-segments that are particularly relevant to adesso are therefore expected to grow to EUR 41.5 billion (software) and EUR 49.4 billion (IT services) respectively. In 2024, growth is likely to accelerate slightly to 10.1 % (software) and 5.6 % (IT services). Germany's digital sector appears resilient in the face of crisis. In June 2023, ITC companies themselves judged their business situation to be good overall, as shown in surveys by Bitkom and the ifo Institute, as well as the Bitkom-ifo Digital Index. As a result, the Digital Index, which is measured and reported by both organisations, stands in stark contrast to the economy as a whole. The positive development on the labour market continues. An estimated 1.35 million people will be employed in the ITC sector by the end of 2024.

According to the latest estimates by the market research company Gartner in July 2023, global IT expenditure will rise by 4.3 % to more than USD 4.7 trillion in the current year. In 2024, global IT expenditure is likely to grow even more rapidly by 8.8 %. The IT services market is expected to grow this year by 8.8 % compared to 2022, while growth of 13.5 % is predicted for the software sector in 2023. Both segments are also expected to continue their robust growth into 2024. IT services are likely to grow by 11.6 %, with software seeing growth of 14.0 %.

adesso's macroeconomic framework conditions have improved slightly compared to the forecasts for 2023 that were announced in the 2022 annual report. By contrast, they are less dynamic for 2024 than previously expected. Regardless of overall economic development, the industry-specific conditions for the IT sector in the segments relevant to adesso remain virtually unchanged or have improved further.

Anticipated Development of adesso SE

On the earnings side, the first half of 2023 saw a belowaverage capacity utilisation rate in the IT services segment and an above-average increase in personnel expenses due to inflation. On the asset and financial side, an IT conversion project at adesso SE led to a further rise in working capital, as well as a greater need for interim financing and higher financial liabilities.

The outlook for the second half of 2023 is encouraging. In view of the upturn in the capacity utilisation rate in the IT services segment that was seen during the second quarter and and with capacity utilisation already at a decent level in June, adesso's management expects to achieve its fullyear EBITDA forecast of between EUR 100 million and EUR 110 million. Based on its performance in the first half of the year, the company is confirming its sales target of more than EUR 1 billion.

adesso's internationalisation efforts will continue. The acquisition of WebScience S.r.l. marks another step towards expanding sales activities across the European market. By purchasing Trieste Digital Solutions Ltd., the company has entered the offshore market, which will support its growth strategy.

Opportunities and Risk Report

adesso is subject to a number of risks arising from its business activities that could have a negative impact on financial development. Please refer to the Group Management Report as at 31 December 2022 for a description of all risks and the applied risk management methods that continue to be valid.

The crises of Russia-Ukraine conflict, inflation and interest rate hikes have so far not had a significant negative impact on adesso's business. Indirectly, these risks could pose a threat to the adesso Group through its customers, but have thus far only done so in a few cases. They do not yet constitute a structural problem. While the company is nevertheless monitoring these risks very closely so that it can act quickly if need be, the fundamental demand for IT services and digitalisation projects remains high in all industries served by adesso.

Consolidated Interim Statement

  • Consolidated Balance Sheet
  • Consolidated Income Statement
  • Consolidated Statement of
  • Comprehensive Income Consolidated Cash Flow Statement
  • Consolidated Shareholders Equity Statement
  • Consolidated Notes

Consolidated Balance Sheet

of adesso Group as of 30 June according to IFRS

Assets

in EUR k 30 June 2023 31 Dec 2022
Non-current assets
Goodwill 97,716 85,814
Intangible assets 42,037 38,877
Property, plant and equipment 43,787 37,308
Right-of-use assets 143,825 132,007
Shares accounted for using the equity method 1,996 2,578
Financial assets 15,754 13,525
Other non-current assets 973 718
Deferred taxes 8,072 5,072
354,160 315,899
Current Assets
Cash on hand and at bank 37,844 90,897
Trade accounts receivable 153,511 172,250
Contract assets 154,665 54,537
Income tax receivables 5,935 3,330
Financial assets 2,690 2,957
Other assets 21,012 15,695
375,657 339,666
TOTAL ASSETS 729,817 655,565

Equity and liabilities

in EUR k 30 June 2023 31 Dec 2022
Equity
Subscribed capital 6,514 6,512
Capital reserve 49,132 49,867
Other retained earnings 145,487 155,614
Accumulated other comprehensive income -3,620 -1,959
Non-controlling interests 5,021 5,147
202,534 215,181
Non-current liabilities
Financial liabilities 28,982 47,502
Pensions and similar liabilities 3,657 2,816
Provisions 4,261 4,318
Lease liabilities 121,891 114,408
Deferred tax liabilities 12,338 12,044
171,129 181,088
Current liabilities
Financial liabilities 152,229 58,993
Trade accounts payable 38,500 42,333
Contract liabilities 23,548 18,349
Lease liabilities 27,375 23,047
Income tax liabilities 4,798 4,937
Provisions 10,106 7,260
Other liabilities 99,598 104,377
356,154 259,296
TOTAL EQUITY AND LIABILITIES 729,817 655,565

Consolidated Income Statement

of adesso Group for the period from 1 January to 30 June according to IFRS

in EUR k 1st HY 2023 1st HY 2022
Sales revenues 546,296 412,145
Other operating income 5,365 13,202
Own work capitalised 1,892 458
TOTAL INCOME 553,553 425,805
Costs of material -81,902 -63,090
Personnel costs -383,472 -273,202
Result from the derecognition of financial assets -5 0
Result from the change in impairment on financial assets measured at amortised cost -184 -229
Other operating expenses -62,837 -51,155
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTISATION
(EBITDA)
25,153 38,129
Scheduled depreciation of property, plant and equipment -26,534 -20,647
EARNINGS BEFORE INTEREST AND TAXES (EBIT) -1,381 17,482
Earnings from shares recognised under the equity method -751 -1,137
Interest income and similar income 1,082 25
Interest expenses and similar expenses -4,315 -2,429
EARNINGS BEFORE TAXES (EBT) -5,365 13,941
Income taxes -943 -3,377
CONSOLIDATED EARNINGS -6,308 10,564
of which attributable to shareholders of adesso SE -5,894 10,574
of which attributable to non-controlling interests -414 -10
Number of shares at the end of the period 6,514,272 6,512,272
EARNINGS PER SHARE (BASIC, IN €) -0.91 1.63
EARNINGS PER SHARE (DILUTED, IN €) -0.90 1.62

Consolidated Statement of Comprehensive Income

of adesso Group for the period from 1 January to 30 June according to IFRS

in EUR k 1st HY 2023 1st HY 2022
Consolidated Earnings -6,308 10,564
Other Comprehensive Income, subsequently transferred
to the Income Statement
Currency translation differences -1,597 -242
OTHER COMPREHENSIVE INCOME -1,597 -242
TOTAL INCOME -7,905 10,322
of which attributable to shareholders of adesso SE -7,555 10,402
of which attributable to non-controlling interests -350 -80

Consolidated Cash Flow Statement

of adesso Group for the period from 1 January to 30 June according to IFRS

in EUR k 1st HY 2023 1st HY 2022
EARNINGS BEFORE TAX -5,365 13,941
Income from financing activities 3,233 2,404
Scheduled depreciation and amortisation on property, plant and equipment and
intangible assets
26,534 20,647
Result from shareholdings recognized under the equity method 751 1,137
Non-cash income (-) / expenses (+) 2,086 -6,652
Change in pension provisions 37 52
Change in other provisions 2,528 1,889
Tax payments -8,970 -7,743
Losses (+) / Gains (-) from the disposal of property, plant and equipment 0 112
Change to net operating assets -91,257 -59,554
CASH FLOW FROM OPERATING ACTIVITIES -70,423 -33,767
Divestment of financial assets 3,742 1,015
Sale of shares recognised at-equity 0 120
Payments for shareholdings recognized at-equity -326 -625
Investments in property, plant and equipment -12,450 -8,796
Investments in intangible assets -1,624 -2,263
Investments in financial assets -4,517 -4,984
Acquisition / Disposal of subsiduaries (less purchased cash and cash equivalents) -11,020 -5,861
Dividends received 0 141
Interest received 214 25
CASH FLOW FROM INVESTMENT ACTIVITIES -25,981 -21,228
Dividend payments -4,233 -3,902
Capital Increase 105 499
Payment of non-controlling interests 0 51
New liabilities to banks 126,415 7,490
Repayment of financial liabilities -62,173 -9,161
Repayment of liabilities from leasing obligations -12,812 -10,282
Interest paid -3,526 -1,538
CASH FLOW FROM FINANCING ACTIVITIES 43,776 -16,843
Currency differences -425 -297
CHANGE IN CASH AND CASH EQUIVALENTS -53,053 -72,136
Cash and cash equivalents at the beginning of the period 90,897 109,922
Cash and cash equivalents at the end of the period 37,844 37,786

Consolidated Shareholders Equity Statement

of adesso Group for the period from 1 January to 30 June according to IFRS

in EUR k Subscribed
capital
Capital
reserves
01.01.2022 6,503 52,728
Share-based compensation 0 335
Effects from the acquisition of additional shareholdings in subsidiaries 0 -2,355
Effects from the acquisition of subsidiaries 0 0
Payment of non-controlling interests 0 61
Increase in share capital by exercises of stock otpions 9 490
Other comprehensive income for the period 0 0
Consolidated profit/loss 0 0
Total comprehensive income 0 0
Dividends 0 0
30.06.2022 6,512 51,259
01.01.2023 6,512 49,867
Share-based compensation 0 684
Effects from the acquisition of additional shareholdings in subsidiaries 0 -1,522
Effects from the purchase of subsidiaries 0 0
Increase in share capital by exercises of stock otpions 2 103
Other comprehensive income for the period 0 0
Consolidated profit/loss 0 0
Total comprehensive income 0 0
Dividends* 0 0
30.06.2023 6,514 49,132

* Dividend payment of EUR 4,233 thousand corresponds to EUR 0.65 per share

Other
reserves
Accumulated
other comprehensive
income
Accumulated
other comprehensive
income
Other
non-controlling
shareholders
Total
Equity
132,372 -236 191,367 460 191,827
0 0 335 0 335
0 0 -2,355 -273 -2,628
0 0 0 5,305 5,305
0 0 61 -10 51
0 0 499 0 499
0 -242 -242 -70 -312
10,574 0 10,574 -10 10,564
10,574 -242 10,332 -80 10,252
-3,902 0 -3,902 0 -3,902
139,044 -478 196,337 5,402 201,739
155,614 -1,959 210,034 5,147 215,181
0 0 684 0 684
0 0 -1,522 -274 -1,796
0 0 0 498 498
0 0 105 0 105
0 -1,661 -1,661 64 -1,597
-5,894 0 -5,894 -414 -6,308
-5,894 -1,661 -7,555 -350 -7,905
-4,233 0 -4,233 0 -4,233
145,487 -3,620 197,513 5,021 202,534

Consolidated Notes

TO THE CONDENSED INTERIM REPORT AS AT 30 JUNE 2023

General Information and Accounting Principles

The consolidated interim financial statements as at 30 June 2023 were prepared by adesso SE in accordance with International Accounting Standard (IAS) 34 in condensed form in accordance with the requirements of the International Financial Reporting Standards (IFRS) as applicable on the reporting date in the version recognised by the European Union as well as under application of Section 315e (1) of the German Commercial Code (HGB). The interim report contains all information required by all of these standards. It provides an update to the information reported by adesso in the 2022 consolidated financial statements.

The consolidated interim report was not audited pursuant to Section 317 of the German Commercial Code (HGB), nor was it assessed.

Accounting standards applied for the first time

In December 2021, the IASB adopted amendments to IFRS 17 (Insurance Contracts). The amendments relate to cases in which IFRS 17 and IFRS 9 (Financial Instruments) are applied simultaneously for the first time. In order to prevent inconsistencies in reporting (especially with regard to previous-year figures) between the standards, the IFRS 17 transitional requirements were adjusted such that financial assets related to (insurance) contracts qualifying under IFRS 17 are to be stated in the previous-year figures as if the classification and measurement requirements under IFRS 9 had been applied. The IFRS 9 transitional requirements were not amended. The amendments are applicable to financial years beginning on or after 1 January 2023. The amendments were adopted into European law on 8 September 2022. The amendments do not affect adesso's financial statements.

In May 2021, the IASB adopted amendments to IAS 12 (Income Taxes). The amendments require that deferred taxes be recognised for individual transactions that result in taxable and deductible temporary differences in the same amount when they are recognised for the first time. The amendments are applicable to financial years beginning on or after 1 January 2023 and were adopted into European law on 11 August 2022. The amendments do not have any significant effects on adesso's financial statements.

In February 2021, the IASB adopted amendments to IAS 1 (Presentation of Financial Statements). These clarify that the application of a materiality criterion is decisive for determining which accounting policies are to be disclosed. Previously, "significant" accounting policies had to be disclosed without having to provide a definition of what was significant. It is explained how an entity can identify material information in relation to accounting policies. The amendments are applicable to financial years beginning on or after 1 January 2023 and were adopted into European law on 02 March 2022. The amendments do not have any significant effects on adesso's financial statements.

In February 2021, the IASB adopted amendments to IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors). These amendments contain clarifications aimed at improving the distinction between changes in accounting policies and changes in accounting estimates. A change in an accounting estimate resulting from new information or developments does not constitute the correction of an error and can therefore only affect the result of current or future periods, whereas the correction of an error is to be accounted for retrospectively. The amendments are applicable to financial years beginning on or after 1 January 2023 and were adopted into European law on 02 March 2022. The amendments do not affect adesso's financial statements.

In May 2017, the IASB published IFRS 17 (Insurance Contracts), which governs the accounting and recognition of insurance contracts. Amendments to IFRS 17 were adopted in June 2020. In particular, the date of initial application was deferred from 1 January 2021 to 1 January 2023. IFRS 17 and the amendments were incorporated into European law in November 2021. The initial application of IFRS 17 and the adopted amendments have no impact on adesso's financial statements.

Accounting standards that have been issued, but not yet adopted

In January 2020, the IASB adopted amendments to IAS 1 (Presentation of Financial Statements). These contain clarifications regarding the classification of liabilities as current and non-current. This applies in particular to liabilities subject to credit conditions. The amendments were originally to be applied to financial years beginning on or after 1 January 2022. Following an amendment adopted in October 2022, the new regulations are to be applied for financial years beginning on or after 1 January 2024. The amendments have yet to be endorsed by the EU. Had the amendments already been applied for financial years beginning on or after 1 January 2023, liabilities of EUR 79 million that were classified as current financial liabilities would have had to have been recognised as non-current financial liabilities as at 30 June 2023.

Ukraine conflict

When preparing the financial statements, the adesso management thoroughly analysed the impact of the Ukraine conflict on its financial reporting.

So far, the analysis has not identified any direct (negative) impact on the asset, financial and profit situation. adesso has no direct market in these regions. Potential future effects on the valuation of individual assets and liabilities are continuously analysed.

Regarding the impact on the asset, financial and profit situation for the first half of 2023, as well as the impact of the Ukraine conflict on the German and global economy, we refer to the Economic Report and the Forecast, Opportunities and Risk Report in the consolidated interim management report.

Business combinations

WebScience

adesso acquired all shares in WebScience S.r.l., Milan, Italy, as at 1 January 2023. In future, the company will be known as adesso Italy. WebScience specialises in creating bespoke digital solutions, application modernisation and cloud migration. With the acquisition of the shares, 100 % of the shares in WebScience Bulgaria (Sofia, Bulgaria) were also acquired.

The consideration for the shares acquired amounts to EUR 15,144 thousand. Of this amount, EUR 12,010 thousand is considered a fixed purchase price, EUR 11,793 thousand of which has already been paid. It was also agreed that a further payment that depends on the sales revenue and EBITDA for financial years 2023 and 2024 will fall due. The range of payment is between EUR 0 and EUR 3,134 thousand. adesso expects to pay the maximum amount.

In addition, an amount of EUR 1,567 thousand is expected to be paid in the future. Since the payment depends on future sales revenue and future EBITDA, as well as on the performance of the seller, this amount will be accumulated on a pro rata basis as personnel costs in profit or loss.

The fair value of the acquired trade receivables is EUR 2.976 thousand, which corresponds to the contractual cash flows from the receivables. The purchase price payment of EUR 11,793 thousand is offset by acquired cash and cash equivalents of EUR 1,661 thousand, so that cash and cash equivalents decreased by EUR 10,132 thousand as a result of the business combination.

The acquired business operations are assigned to the IT Services segment.

The goodwill resulting from the business combination mainly represents the workforce of the company, expected synergy effects and future economic benefits, all of which cannot be capitalised according to IFRS. The goodwill is not tax-deductible.

Urban Energy

On 22 March 2023, adesso increased its stake in Urban Energy GmbH, Berlin, by 25 % to 50 % of the shares plus one vote. Urban Energy GmbH develops an innovative IoT platform for the smart cities of tomorrow. Urban Energy's innovative platform tackles one of the main challenges of electromobility: The increasing number of electric vehicles, and the associated charging stations, will lead to higher peak demand for electricity and overloaded power grids. To address that problem, Urban Energy has developed software that uses artificial intelligence to synchronise energy generation with consumption.

The acquired business operations are assigned to the IT Solutions segment.

A combined call/put option that is exercisable in 2026 at the earliest, and in 2029 at the latest, was agreed for the remaining shares (50 % less one vote). As a result, the remaining shares in Urban Energy are also attributable to adesso (present ownership) and Urban Energy is fully consolidated.

The consideration for the shares amounts to EUR 1,761 thousand, including a payment of EUR 10 thousand. The remaining amount corresponds to the fair value of the liability from the call/put option. The purchase price for the remaining shares is capped at EUR 4 million and must be no less than EUR 1,250 thousand. The liability from the call/put option was valued at EUR 1,751 thousand as of the acquisition date.

At the time of the business combination, the carrying amount of the shares in Urban Energy recognised under the equity method amounted to EUR 170 thousand. Pursuant to IFRS 3, the shares held to date ("old shares") are to be measured at fair value at the time of the business combination in the case of a successive share acquisition. This process involves simulating the sale of previously held shares at fair value and then acquiring them again at the same price. The fair value of the shares in Urban Energy held prior to the business combination was EUR 625 thousand, which means that income of EUR 455 thousand is to be recognised from the measurement at fair value and recorded under "Other operating income" in the consolidated income statement. The fair value of the old shares is not part of the "consideration given", according to the IFRS.

The fair value of the acquired trade receivables is EUR 11 thousand, which corresponds to the contractual cash flows from receivables. The payment of EUR 10 thousand is offset by acquired cash and cash equivalents of EUR 83 thousand, meaning that cash and cash equivalents increased by EUR 73 thousand as a result of the business combination.

The goodwill resulting from the business combination mainly represents the workforce of the company, expected synergy effects and future economic benefits, all of which cannot be capitalised according to IFRS. The goodwill is not tax-deductible.

Trieste Digital Solutions

On 24 March 2023, adesso acquired all shares in Trieste Digital Solutions Private Limited, Kerala, India. The company will be renamed adesso India Limited in the short term.. It acts as a SmartShore delivery centre for adesso and already locally supports customers from various industries in India.

The consideration for the acquired shares amounts to EUR 80 thousand and was paid in full.

The payment is offset by acquired cash and cash equivalents of EUR 74 thousand, so that cash and cash equivalents decreased by EUR 6 thousand as a result of the business combination.

The acquired business operations are assigned to the IT Services segment.

WEPEX

On 20 April 2023, adesso acquired 51 % of the shares in WEPEX GmbH, Frankfurt am Main, Germany. WEPEX is a management consultancy specialising in the capital markets and securities business.

The consideration amounts to EUR 2,160 thousand, including a payment of EUR 1,785 thousand. adesso must pay an additional amount depending on EBITDA for the years 2023 to 2027. adesso estimates the range of the future payments, which is unrestricted, at EUR 200 thousand to EUR 500 thousand. The liability resulting from the agreement is valued at EUR 375 thousand.

A combined call/put option was agreed for the remaining 49 % of the shares. adesso is permitted to exercise the call option between 2030 and 2034, whereas the sellers may exercise the put option between 2028 and 2032. In each case, the option price depends on future EBITDA. Since the structure of the combined call/put option does not mean adesso is to be regarded as the economic owner of the 49 % stake, the combined call/put option was not taken into account in the reporting of the company acquisition. As of 30 June 2023, however, the financial statements were presented as if adesso had acquired the shares at this time. As a result, other financial liabilities of EUR 1,387 thousand were recognised, while the non-controlling interests were reduced by EUR 425 thousand and the capital reserve by EUR 962 thousand.

The acquired business operations are assigned to the IT Services segment.

The fair value of the acquired trade receivables is EUR 416 thousand, which corresponds to the contractual cash flows from receivables. The payment of EUR 1,785 thousand is offset by acquired cash and cash equivalents of EUR 830 thousand, so that cash and cash equivalents decreased by EUR 955 thousand as a result of the business combination.

The goodwill resulting from the business combination mainly represents the workforce of the company, expected synergy effects and future economic benefits, all of which cannot be capitalised according to IFRS. The goodwill is not tax-deductible.

The presentation of the business combinations is provisional, as the information needed for the identification and valuation of the assets and liabilities acquired has not yet been conclusively determined.

in EUR k WebScience Urban Energy Trieste
Digital
Solutions
Wepex Total
ASSETS 21,730 3,627 125 4,206 29,688
Non-current Assets 15,264 3,502 20 2,823 21,609
Goodwill 7,971 2,360 - 1,641 11,972
Non-current intangible assets 5,807 984 - 1,141 7,932
thereof customer relationships 2,536 - - 746 3,282
thereof order backlog 1,124 - - 395 1,519
thereof software 2,118 984 - - 3,102
thereof other 29 - - - 29
Right of use assets 624 - - - 624
Property, plant and equipment 312 2 16 21 351
Non-current financial assets - - - 20 20
Other non-current assets 437 - - - 437
Deferred tax assets 113 156 4 - 273
Current Assets 6,466 125 105 1,383 8,079
Contract assets 968 - - - 968
Receivables 2,976 11 - 416 3,403
Current Financial Assets 674 - - 69 743
Other current assets 137 31 8 68 244
Income tax receivables 50 - 23 - 73
Cash and cash equivalents 1,661 83 74 830 2,648
LIABILITIES 6,586 1,242 45 1,548 9,421
Non-current liabilities 3,630 297 11 866 4,804
Non-current financial liabilities - - - 500 500
Non-current lease liabilities 560 - - - 560
Pensions and similar liabilities 799 - - - 799
Non-current provisions 100 - 11 - 111
Other non-current liabilities 298 - - 2 300
Long-term income tax liabilities 263 - - - 263
Deferred tax liabilities 1,610 297 - 364 2,271
Current liabilities 2,956 945 34 682 4,617
Current Financial Liabilities 10 800 - - 810
Current lease liabilities 64 - - - 64
trade payables 1,365 19 2 - 1,386
Current Contract Liabilities 314 60 25 - 399
Current income tax liability 3 - - 201 204
Current provisions 7 - - 143 150
Other current liabilities 1,193 66 7 338 1,604

If the companies had been included in the consolidated financial statements as at 1 January 2023, consolidated sales revenue would have amounted to EUR 548,132 thousand and consolidated earnings to EUR -6,631 thousand in the first half of 2023.

Currency conversion principles

The functional currency for the companies included in the adesso consolidated financial statements corresponds to the respective currency of the country where the company has its registered office. Conversion of the financial statements prepared in the national currency of companies whose functional currency is not the euro is performed according to the modified closing rate method. The amounts below are stated at standard indirect quotations. As an example, as at 30 June 2023: EUR 1 equated to CHF 0.98.

Closing rate Average rate
Rate of foreign currency / EUR 1 30 June 2023 31 Dec 2022 1st HY 2023 1st HY 2022
Swiss franc (CHF) 0.98 0.98 0.99 1.03
British pound (GBP) 0.86 0.89 0.88 0.85
US-Dollar (USD) 1.09 1.07 1.08 -
Turkish lira (TRY) 28.32 19.96 21.54 16.23
Bulgarian lev (BGN) 1.96 1.96 1.96 1.96
Hungarian forint (HUF) 371.93 400.87 380.71 374.71
Swedish krone (SEK) 11.81 11.12 11.33 10.47
Danish krone (DKK) 7.45 7.44 7.45 7.44
Romanian leu (RON) 4.96 4.95 4.93 4.94
Indian Rupee (INR) 89.21 - 89.50 -

Selected Information

Sales revenues

Revenues from services and the sale of licenses is reported as revenues.

in EUR k 1st HY 2023 1st HY 2022
Services 543,824 404,243
of which maintenance / hosting revenues 12,361 17,991
Licence revenues 2,472 7,902
TOTAL 546,296 412,145

Other operating income

Other operating income includes income from the fair value measurement of old shares as part of mergers and acquisitions amounting to EUR 455 thousand (previous year: EUR 7,198 thousand).

Goodwill

For impairment testing purposes pursuant to IAS 36, goodwill has to be assigned to the (groups of) cash-generating units that benefit from the merger. Under IAS 36.80, the highest allocation level in the company is the level on which goodwill is observed by management, and no higher than the level of operating segments before they are combined into reportable segments. For the purpose of impairment testing, adesso allocates goodwill to the operating segments according to IFRS 8.

The change in the carrying amount of goodwill in the adesso Schweiz AG segment is due to the effect of exchange rate movements. The change in the carrying amount of goodwill in adesso SE is due to the the mergers of adesso experience GmbH and Orgatech Solutions GmbH into adesso SE..

An impairment test for goodwill has to be performed on this basis at least once a year and whenever there are indications of impairment. The annual goodwill impairment test is performed by adesso as at 30 June of the financial year. The impairment test for goodwill was performed on 30 June for the companies acquired during the first half of the financial year.

The table shows the carrying amounts of the allocated goodwill, the interest before taxes and the respective underlying gross margin for all significant goodwill allocated to the operating segments in relation to the total goodwill. As the level of detail of the planning for the adesso Italy segment is not yet enough to indicate the planned gross margin, the EBT margin (EBT/sales revenue) on which the planning is based is shown in the table.

The realisable value of the operating segments is the value in use determined using the discounted cash flow method. This is determined based on cash flows after taxes and interest after taxes. The management of adesso believes that the value in use of the cash-generating units mainly responds to changes in the estimated sales revenues growth, the estimated gross margin and the discount rate.

2023 2022
in EUR k Carrying
amount
Interest
before
taxes
in %
Gross margin /
EBT margin
in %
Carrying
amount
Interest
before taxes
in %
Gross margin /
EBT margin
in %
IT SERVICES SEGMENT
adesso SE 40,199 12.39 5.3 39,041 14.1 6.8
adesso Schweiz AG 11,435 8.00 11.2 11,367 11.7 11.7
adesso orange 10,949 13.41 12.3 10,949 14.1 12.6
KIWI 8,281 13.23 63.0 8,281 12.3 13.0
adesso Italy 7,970 15.16 5,86 bis 12,82 - - -
adesso Austria GmbH 3,552 13.07 12.1 3,552 12.7 14.5
Others 5,444 - - 5,098 - -
TOTAL IT SERVICES SEGMENT 87,830 - - 78,288 - -
IT SOLUTIONS SEGMENT - -
adesso insurance solutions 3,034 12.58 3.38 3,034 13.2 3.2
Others 6,852 - - 4,492 - -
TOTAL IT SOLUTIONS SEGMENT 9,886 - - 7,526 - -
TOTAL AMOUNT 97,716 - - 85,814 - -

Estimating the value in use, and therefore also estimating cash flow, is based on management's most recent operational planning. Detailed planning covers one to four years. Revenue growth is calculated individually for each operating segment. If it is apparent with one year of planning and an expected increase of incoming cash flows that an impairment will not have to be recognised, further detailed planning is omitted. The average revenue growth per segment is between -5 % and 30 %, and up to 71 % in the case of material.one. Future sales revenues growth estimates are based on past sales revenues development, expected sales revenues growth in the operating segments and the future development of the market and the overall economy. As in the previous year, adesso expects cash flows to grow by 1 % p.a. in the long term. This growth rate does not exceed the long-term expected growth rate for adesso's markets. The company bases its estimates for future cash flows, where possible, on estimates by external analysts. The gross margin (EBT/(sales revenues less cost of materials (above all procured services))) results from the planning for the individual segments. In addition to sales revenues, they also result from the expected expenses incurred by the segments. These are determined individually on the basis of historical performance and expected future developments.

adesso conducts its impairment test based on an after tax assessment. The interest rate before taxes is then calculated as required by IFRS. This is the interest where the cash value of cash flows before taxes corresponds to the amount calculated according to an after tax assessment. This interest rate after taxes corresponds to the weighted average cost of capital determined using the capital asset pricing model. Key parameters for this calculation are the risk-free interest rate (2.50 %, previous year: 1.35 %), a beta factor derived separately for the IT Services and IT Solutions segments from a representative peer group (constituting systematic risk), a market risk premium (6.5 to 7.0 %, previous year: 7.3 %; as the difference between the expected yield of a reference market and the risk-free interest rate), the tax rate and the borrowing cost rate. The parameters underlying the calculation of the weighted average cost of capital are based on sources external to the company.

In the course of a sensitivity analysis, adesso examined whether goodwill would have to be written down on an unscheduled basis in case of possible changes to key parameters for the impairment test. An increase in the weighted average cost of capital after taxes by 1 percentage point before taxes, 10 % lower cash flows and a 1 percentage point lower gross margin (EBT/(revenues less cost of materials)) were assumed as possible changes. This analysis revealed that a goodwill impairment should be recognised for WebScience in the event of appropriate changes. As of 30 June 2023, the carrying amount determined for the WebScience cash-generating unit in accordance with IAS 36 matched the recoverable amount, indicating that any negative change in the underlying parameters for adesso would lead to a reportable impairment.

Financial assets and financial liabilities

In accordance with IFRS 7.25, the table below shows the carrying amounts and fair values of the financial assets and liabilities. As the carrying amounts of cash and cash equivalents, trade receivables and trade payables essentially correspond to the fair values, the fair values are not disclosed separately under IFRS 7.29. The fair value of the loan, which differs from the carrying amount, is calculated by discounting future cash flows from the loans by adesso's current borrowing rate.

30 June 2023 31 Dec 2022
in EUR k Valuation
category
Carrying
amount
Fair value Fair
value
level*
Carrying
amount
Fair value Fair
value
level*
ASSETS
Cash and cash equivalents AC 39,308 - 90,897 -
Trade receivables AC 153,511 - 172,250 -
of which measured at amortised cost AC 120,449 - - 136,088 - -
of which measured at fair value
through OCI
FVOCI 33,062 - - 36,162 - -
Financial assets 18,445 18,445 16,482 16,483
of which measured at amortised cost AC 9,145 9,145 7,987 7,987
of which measured at fair value
through OCI
FVOCI 7,103 7,103 3 5,010 5,010 3
of which measured at fair value through
profit or loss
FVPL 2,197 2,197 3 3,486 3,486 3
EQUITY AND LIABILITIES
Trade payables AC 38,500 - 42,333 -
Loans AC 148,825 147,131 3 82,162 80,611 3
Other financial liabilities 32,403 - 24,333 -
of which measured at fair value FV 30,133 30,133 3 22,906 22,906 3
of which others AC 2,270 - 1,427 -

* For further information please refer to section "326 Fair values" in the consolidated notes for 2022, page 107.

AC: Measured at amortised cost.

  • FVPL: Measured at fair value with changes in value recognised in the consolidated income statement.
  • FVOCI: Measured at fair value with changes in value recognised in other comprehensive income (OCI).

Depending on the categorisation under IFRS 9, financial assets are to be measured either at amortised cost or at fair value. Changes in the value of shares in companies are recognised in other comprehensive income for the period (fair value through other comprehensive income; FVOCI) and reported there separately. Valuation of shares in companies is carried out by adesso and is based on the discounted future earnings of the company that are attributable to adesso. The change of value of convertible loans measured at fair value is recognised in the consolidated income statement (fair value through profit or loss; FVPL). The value of the convertible bonds is the higher of the value of the payment claim (future cash flows discounted at a risk-adjusted rate) and the value of the shares adesso would receive in the event of conversion.

Shares in companies are measured at fair value through other comprehensive income (EUR 7,000 thousand; previous year: EUR 4,909 thousand). A reinsurance policy relating to a pension commitment is also allocated to this category (EUR 101 thousand; previous year: EUR 101 thousand); changes in the value of this policy are also to be recognised in the other result for the period. Financial assets measured at fair value through profit or loss (EUR 2,197 thousand; previous year: EUR 3,486 thousand) primarily comprise convertible bonds. In the previous year, this item also comprised the receivable from the security retention relating to the sale of the e-Spirit sub-group in 2021 (EUR 2,813 thousand).

Financial assets measured at fair value developed as follows:

in EUR k 2023 2022
FVOCI FVPL FVOCI FVPL
1 Jan 5,010 3,486 2,804 3,328
Addition 2,125 2,197 2,406 1,424
Additon arising from company
acquisition
- - 142 201
Change recognised in profit or loss - - - 782
Change recognised in other
comprehensive income
- - -321 -
Conversion of a convertible loan - - - -2,108
Disposals -32 -2,813 -22 -141
30 JUN (PREVIOUS YEAR: 31 DEC) 7,103 2,870 5,010 3,486

Financial liabilities are generally measured at amortised cost. This excludes liabilities from combined call/put options concerning the purchase of non-controlling interests amounting to EUR 24,801 thousand (previous year: EUR 21,469 thousand), conditional purchase price obligations amounting to EUR 3,509 thousand (previous year: EUR 448 thousand) and liabilities from mergers to be amalgamated on a pro rata basis of EUR 1,822 thousand (previous year: EUR 989 thousand) that are measured at fair value.

The carrying amount of liabilities from put/call options on non-controlling shares, where adesso is not the beneficial owner of the non-controlling shares and the change in value of the shares is therefore reported in the capital reserve, is EUR 21,362 thousand (previous year: EUR 20,951 thousand). The carrying amount of liabilities from put/call options on non-controlling shares, where adesso is the beneficial owner of the non-controlling shares and the change in value of the shares is therefore reported in the consolidated income statement, is EUR 3,439 thousand (previous year: EUR 518 thousand).

in EUR k 2023 2022
1 Jan 22,906 18,374
Additions 5,260
Repayment -1,715 -856
Changes recognised in profit or loss 1,916 1,726
Changes recognised in the capital reserve 1,798 3,663
Currency differences -32 -1
30 Jun (previous year: 31 Dec) 30,133 22,906

Other financial liabilities measured at fair value developed as follows:

The additions mainly include the liability from a call/put option recognised upon acquisition of Urban Energy (EUR 1,751 thousand) and the liability from an earn-out agreement recognised upon acquisition of WebScience. The changes recognised in the capital reserve in the current year mainly include the first-time recognition of the liability from the put/call option on the acquisition of the non-controlling interests in WEPEX (EUR 1,387 thousand) and changes in the other liabilities from existing put/call options on the acquisition of non-controlling interests amounting to EUR 411 thousand. The above changes are recognised directly against the capital reserve. The changes recognised in profit or loss are primarily the result of the addition recognised in profit or loss for liabilities to be accrued pro rata and dependent on the future work performance of the beneficiaries relating to company mergers (EUR 1,741 thousand; previous year: EUR 1,729 thousand).

Appropriation of net income

On 1 June 2023, the (virtual) Annual General Meeting of adesso SE resolved to pay a dividend of EUR 0.65 per share for financial year 2022 (previous year: EUR 0.60). The dividend payment made by adesso SE in the reporting period totalled EUR 4,233 thousand (previous year: EUR 3,902 thousand).

Equity

Subscribed capital

The subscribed capital of adesso SE, Dortmund, Germany, was EUR 6,514,272 as at the reporting date (31 December 2022: EUR 6,512,272). It is divided into 6,514,272 (31 December 2022: 6,512,272) bearer shares (no-par shares). The nominal value per share is EUR 1. The increase in subscribed capital by EUR 2,000 is due to the conversion of stock options from the employee option programme.

Authorised capital

The authorised capital 2018 expired on 4 June 2023. It stood at EUR 2,160,002 as at that date, having originally been approved in an amount of up to EUR 2,469,681 by the Annual General Meeting on 5 June 2018. The Annual General Meeting on 1 June 2023 resolved a new authorised capital 2023 in an amount of up to EUR 1,302,454. As at the reporting date, the authorised capital still stood at EUR 1,302,454.

Conditional capital

As at 30 June 2023, conditional capital amounted to EUR 521,500 (conditional capital 2015 and 2020). The conditional capital 2015 was partially cancelled at the Annual General Meeting on 3 June 2020, decreasing from EUR 500,000 to EUR 50,000 in accordance with the existing options. At the same time, new conditional capital 2020 in the amount of EUR 500,000 was resolved. The conditional capital increase is intended for exercising options granted to adesso SE employees, management personnel and members of the Executive Board, as well as employees and managers of affiliated companies under a 2020 stock option plan.

In the financial year, 2,000 share options (previous year: 9,000) were exercised from conditional capital 2015.

As at the reporting date, 171,401 options had been granted from the conditional capital 2020. Of these, 7,305 had expired, resulting in 164,096 still outstanding as at 30 June 2023. None of these were eligible to be exercised as at 30 June 2023.

A detailed overview of the composition and development of equity in the consolidated financial statements is provided in the consolidated statement of changes in equity.

Segment Reporting

In the reconciliation of the segment figures to the Group figures, adjustments relating to mergers were previously shown in the column "Consolidation/other". From this financial year onwards, these adjustments are reported in the column "Reconciliation local laws/IFRS".

1st HY 2023 (in EUR k) IT Services IT Solutions Reconciliation
local laws /
IFRS
Consolidation /
other
Group
Revenues with external customers
Services 497,087 34,416 12,321 - 543,824
Licences 767 2,345 -640 - 2,472
Revenues with other
operating segments
83,456 14,434 - -97,890 -
TOTAL SALES 581,310 51,195 11,681 -97,890 546,296
Other operating income 13,958 1,191 -474 -9,311 5,364
Changes in inventories 7,349 3,429 -10,778 - -
Own work capitalised 84 1,005 - 803 1,892
Cost of materials -163,566 -13,094 641 94,117 -81,902
Personnel costs -336,982 -42,109 -4,642 260 -383,473
Other operating expenses -77,326 -7,760 11,226 10,835 -63,025
EBITDA 24,827 -6,143 7,654 -1,186 25,152
Depreciation and amortisation -8,569 -1,030 -16,563 -371 -26,533
Amortisation of goodwill - - - - -
EBIT 16,258 -7,173 -8,909 -1,557 -1,381
Amortisation of goodwill 2,584 161 -2,745 - -
EBIT before amortisation of goodwill 18,842 -7,012 -11,654 -1,557 -1,381
1st HY 2022 (in EUR k) IT Services IT Solutions Reconciliation
local laws /
IFRS
Consolidation /
other
Group
Revenues with external customers
Services 366,339 29,420 8,500 -16 404,243
Licences 3,175 5,147 -419 - 7,903
Revenues with other
operating segments
65,127 11,515 - -76,642 -
TOTAL SALES 434,641 46,082 8,081 -76,658 412,146
Other operating income 11,583 800 3,866 -3,048 13,202
Changes in inventories 5,271 1,262 -6,533 - -
Own work capitalised - 130 - 328 458
Cost of materials -122,990 -13,400 - 73,299 -63,090
Personnel costs -244,673 -30,931 2,178 224 -273,202
Other operating expenses -61,356 -6,129 11,417 4,685 -51,384
EBITDA 22,476 -2,186 19,009 -1,170 38,129
Depreciation and amortisation -5,975 -835 -13,444 -394 -20,647
Amortisation of goodwill -1,764 -161 1,925 - -
EBIT 14,737 -3,182 7,490 -1,563 17,482
Amortisation of goodwill 1,764 161 -1,925 - -
EBIT before amortisation of goodwill 16,501 -3,021 5,565 -1,563 17,482

The following table shows the allocation of sales with external customers by the customer's registered office and noncurrent material and intangible assets by the location of the assets to geographical segments as required by IFRS 8.

External sales revenues by
the customer's registered office
Non-current assets
(including rights of use from leases)
in EUR k 1st HY 2023 1st HY 2022 30 June 2023 31 Dec 2022
Germany 445,773 335,440 278,540 239,036
of which: goodwill 68,175 64,173
Austria 12,535 9,953 8,787 8,493
of which: goodwill 6,332 6,332
Switzerland 59,975 51,331 17,311 16,351
of which: goodwill 11,435 11,367
Other 28,013 15,421 22,727 9,982
of which: goodwill 11,774 3,941

More than 10 % of the sales generated by adesso were not applicable to any one customer in the interim reporting periods 2023 and 2022.

Supplementary Information

Related party disclosures

adesso maintains ordinary business relationships with associated non-consolidated companies and other related parties at market terms and conditions. Loans were not granted to members of the Executive Board or Supervisory Board.

As at 30 June 2023, there were no significant changes to the related party disclosures included in the consolidated financial statements for 2022.

Earnings per share

As at 30 June 2023, 11,660 outstanding options for the purchase of one share under the employee participation plan (H1 2022: 14,694) had to be taken into account in calculating the diluted earnings per share.

1st HY 2023 2022
Proportion of consolidated earnings allocated
to adesso SE shareholders (in EUR k)
-5,894 10,574
Average number of shares issued and outstanding 6,512,283 6,503,322
Undiluted earnings per share (in EUR) -0.91 1.63
Average number of shares issued and outstanding,
including the dilution effect of outstanding options
6,523,943 6,518,016
Diluted earnings per share (in EUR) -0.90 1.62

Other disclosures and vents occurring after the balance sheet date

The Supervisory Board of adesso SE has appointed Kristina Gerwert (46) as a new member of the company's Executive Board with effect from 1 July 2023. The long-serving Head of Human Resources will assume responsibility for HR, "Corporate Buildings" and a subsidiary in the insurance segment. Gerwert's Executive Board contract will run until 2027. Kristina Gerwert is an experienced HR manager who has been with adesso for over two decades. She has overseen HR at adesso as Head of Human Resources since 2011.

The Supervisory Board of adesso SE has appointed Mark Lohweber (54) as an additional member of the IT service provider's Executive Board with effect from 1 July 2023. Lohweber will take over responsibility for the core insurance and banking sectors from long-serving CEO Michael Kenfenheuer (65), who will step down from the adesso Executive Board after completing his Executive Board contract, which was extended to cover the period from 2022 to the end of 2023. The 54-year-old worked for adesso from 2007 to 2021, holding various management positions and helping drive the company's strong growth. His main areas of expertise are financial services, digitalisation and sales. He is familiar with the challenges facing growth-oriented companies and the tasks ahead of the banking and insurance industries, for which he will be responsible. Lohweber has spent the past two years as CEO of CoCoNet AG, a leading European fintech, where he was in charge of the firm's strategic realignment. In his new role as a member of the adesso SE Executive Board, Lohweber will also oversee key product companies in the adesso Group, including the product subsidiary adesso insurance solutions GmbH and adesso banking solutions GmbH, as well as corporate account management at adesso SE. Mark Lohweber's Management Board contract runs until mid-2028.

No other events of material importance for adesso occurred after the balance sheet date.

Statement of the Legal Representatives

We confirm that the Consolidated Interim Statement, in accordance with the applicable accounting principles in observation of the principles of proper accounting and to the best of our knowledge, present a true and fair view of the group's net assets, financial position and results of operations, and that the consolidated interim management report presents a true and fair view of the group's results of operations and position in addition to describing the material opportunities and risks for the expected development of the group over the remaining course of the financial year.

Dortmund, August 2023

adesso SE

Michael Kenfenheuer Kristina Gerwert Mark Lohweber

Dirk Pothen Andreas Prenneis Jörg Schroeder

Torsten Wegener

Forward-looking Statements

This interim report contains forward-looking statements that pertain to the business, financial position and income of adesso SE. Forward-looking statements are not historical facts and are indicated by a number of terms, including "believe", "expect", "predict", "intend", "forecast", "plan", "estimate", "endeavour", "foresee", "assume", "pursue the goal" and other similar expressions. Forward-looking statements are based on current plans, estimates, forecasts and expectations and are therefore subject to risks and elements of uncertainty that could result in significant deviations between actual developments, income and performance and the developments, income and performance explicitly stated or implicitly supposed in the forward-looking statements.

Readers are advised not to place undue faith in these forward-looking statements, which are valid solely at the moment at which they are made. adesso SE does not intend to publish an update of these forward-looking statements to take into account events or circumstances that take place or arise after the date of publication of this interim report and does not assume any liability for doing so.

Investor Relations

The share

First half of the trading year 2023 – general conditions

The improved outlook in the final quarter of 2022, which included an easing of inflation and the failure of a severe recession to materialise, helped keep sentiment positive on stock exchanges as 2023 got under way. The DAX initially surged ahead by 12 % to close at 15,534 points on 16 February 2023. The index remained at this level while moving sideways until early March amid repeated bouts of minor consolidation. By triggering memories of the 2008 financial crisis, troubles in the US banking sector led to major losses for the German benchmark index as well from the second trading week in March onward. On 15 March 2023, the DAX closed at 14,735 points, having lost 6 percentage points of its gains since the start of the year. Investor optimism quickly returned, however. Despite the presence of issues such as inflation, central banks' monetary policy, fears of a recession, uncertain corporate forecasts, the ongoing war in Ukraine and international tensions, the DAX consequently posted stable performance that surprised many experts. On 16 June 2023, the DAX reached a new all-time closing price high of 16,358 points, having already succeeded in breaking through the 16,000-point ceiling for a few days in May. Investors lost their confidence at this level, with growth worries once again rearing their head and focus shifting back to the persistent inflation. The DAX initially lost 3 percentage points of its high for the year and its strong rise of 17 % compared to where it closed at the end of 2022. Nevertheless, it fought its way back before finishing the first six months of the year with gains of 16 % to stand at 16,148 points. From the start of the year until April, the TecDAX initially developed largely in line with the DAX, at times even outperforming its counterpart due to a global recovery in tech stocks. Later, though, the technology index increasingly fell behind the DAX and had to make do with a rise of 10 % (6 percentage points less), bringing it to 3,203 points as at the end of the second quarter. While the MDAX also succeeded in gaining 10 % on the previous year's close, the SDAX posted a rise of 12 %.

Development of adesso shares

On the back of the generally positive stock market mood, the adesso share also made a very good start to the year. Amid higher trading volumes, the share price recovered to a level of over EUR 150 and closed at its high for the year to date of EUR 155.80 on 18 January 2023. The share had therefore gained 18 % on the previous year's closing price. It initially consolidated at this level before dropping back to EUR 142.80 by the end of January. The subsequent rebound could not be sustained, with the result that the

recovered level of EUR 150 had to be surrendered repeatedly. It was not until the preliminary full-year figures published in an ad hoc announcement on 14 February 2023 that new impetus was provided thanks to sales exceeding expectations and a growth-oriented outlook. The share price saw further gains and moved sideways at the new price of EUR 150 until the publication of the annual financial statement figures at the end of March. The adesso share price fell significantly over the two months that followed. While tech stocks were generally in less demand, the delays in capacity utilisation on account of the very strong growth also had a negative effect, despite the sustained positive market outlook. The preliminary business figures for the first quarter, which were published as an ad hoc announcement on 5 May 2023, were weak on the earnings side, even though sales grew markedly. The share lost almost 7 % over the course of the next trading day and fell to 3 % below the previous year's closing price to stand at EUR 127.60. Between then and the end of May, the share continued falling to its halfyear low of EUR 113.60. The subsequent rally in June was substantial. Over the course of just a few days, the price gained 11 % to stand at EUR 126.00 on 16 June 2023. By the reporting date, the share had undergone slight consolidation and closed at EUR 123.80 on 30 June 2023 – a 6 % decline compared to the previous year's closing price. As a result, the adesso share failed to keep up with the selection indices, with the TecDAX outperforming it by 16 percentage points. Meanwhile, the DAX came off better by 20 percentage points.

adesso's market capitalisation therefore decreased in the first half of 2023 by 15 % to EUR 806.5 million, following EUR 953.4 million at the end of 2022. The average monthly volume of adesso shares traded in the first half of the year was EUR 15.3 million, a decrease of 54 % in trading volume compared to 2022 as a whole. In the first half of the year, an average of 5,195 shares were traded each day.

The strongest trading day was 8 May 2023, with 20,622 shares, 13,912 of which were traded via Xetra. On average, 109,953 adesso shares were traded monthly, a decrease of 48 % on the average monthly value compared to 2022 as a whole.

Development of the adesso Share compared to the Indices indexed

Development so far in the second half of 2023

The markets once again suffered a setback in the first few days of July in anticipation of new interest rate hikes and weak economic data for Germany. Starting from its closing figure at the end of the first quarter, the DAX gave back 4 percentage points of its gains before recovering quickly, as before. The latest decisions by central banks to raise interest rates were interpreted as a sign that interest rates were approaching a peak. That interpretation, along with positive economic data from the US, fuelled stock market performance in spite of weak GDP development in Germany. On 28 July 2023, the DAX broke its all-time record (which it had only just set in June) by hitting 16,470 points. The index ultimately finished the month just a hair's breadth lower, at 16,447 points, having further built on its positive performance since the start of the year. The other selection indices followed in the benchmark index's wake and likewise posted gains. The new uncertainties on the market at the start of the month had a markedly negative impact on the adesso share. By 11 July 2023, its price had fallen by a disproportionate 8 percentage points, before losing an additional 9 percentage points between then and 24 July 2023 to bring it down to its lowest closing price of EUR 101.80. Unlike the indices, the share price needed longer to recover, rising to EUR 107.20 on 27 July 2023 and finishing the month at EUR 106.20. As a result, it emerged from July 19 % weaker than at the end of the previous year. At the same time, the TecDAX gained 14 %, with the SDAX and MDAX each posting a rise of 15 %. The DAX led the pack with gains of 18 %.

Capital measures

In June 2023, share capital increased by EUR 2,000, from EUR 6,512,272 to EUR 6,514,272, after stock options from the company's stock option programme were exercised.

Dividends

The (virtual) Annual General Meeting on 1 June 2023 approved the proposal of the Executive Board and Supervisory Board regarding the appropriation of net income and resolved to increase the dividend by 8 % to EUR 0.65 per share. The dividend was paid to the entitled shareholders from 6 June 2023 on.

Shareholder structure

The largest shareholder of adesso SE, with 26.5 % of the voting rights, is Prof. Dr Volker Gruhn, who holds his shares indirectly via the investment company Setanta GmbH. Prof. Dr Volker Gruhn is the Chairperson of the Supervisory Board of adesso SE and its co-founder. At 16.1 %, Rainer Rudolf – co-founder, former Executive Board member and a member of the Supervisory Board since 2013 – commands the second-largest share of voting rights, which are predominantly held by the RDF Familienstiftung. adesso SE's Supervisory Board holds

42.7 % of the company's share capital, while its Executive Board holds 0.3 % of the share capital. The majority of the assigned voting rights, 63.5 %, are still held by private investors. A further 24.8 % are held by institutional investors. The remaining 11.7 % of the company's shares cannot be clearly assigned to a specific class of investor. According to the definition promulgated by Qontigo, a subsidiary of Deutsche Börse Group, the free float is 48.0 %. That figure has not changed since it was reported in the Annual Report 2022.

Investor relations activities

Our investor relations activities are dedicated to active communication and ensure that our business activities are transparent. We not only strive to offer ultimate transparency and ready access to information, but also actively seek dialogue with institutional and private investors, analysts and financial media. To this end, we regularly present the development of the company in the course of conferences, targeted one-on-one meetings or roadshows in order to maintain and intensify contacts with the capital market.

In the first half of 2023, adesso SE and its equity story were presented at two capital market conferences, one of which was held virtually. In addition, three roadshows were organised by banks and brokers, with visits also being paid to investors in Luxembourg and London. Another roadshow with American and European investors was held virtually. Relations with analysts and professional investors were also strengthened in numerous one-to-one meetings. Two further conferences are already planned in the second half of the year, including participation in German Equity Forum, Europe's largest capital market event for corporate financing.

Analyses/research

The adesso SE share has been evaluated regularly by Warburg Research with updates and comments since the publication of the baseline study in October 2016. Furthermore, valuations are published by the independent analysts of SMC Research, who have been tracking adesso's development since May 2013. In order to strengthen transparency and further expand capital market relations, adesso has also been collaborating with the independent European financial services company Kepler Cheuvreux since the second quarter of 2019. The baseline study was published in September 2019. After a period of familiarisation by its analysts, Berenberg began covering adesso SE in 2021, with the first publication of a baseline study in July 2021. April 2022 saw the publication of a baseline study by Jefferies, which the American investment bank used to begin coverage, and analysts used to continue to evaluate adesso's performance.

The following table shows the most important share data for the first half of 2023 and for each quarter:

Share Data

Q1 Q2 1st HY 2023
Price at the end of the period 147.00 123.80 123.80
Development (in %) 12 -6 -6
Development of TecDAX (in %) 14 10 10
Highest price in EUR 155.80 150.80 155.80
Lowest price in EUR 134.80 113.60 113.60
Volatility (90 days at the end of the quarter in %) 36.6 34.0 34.0
Trading volumes in shares per trading day 5,474 4,902 5,195
Trading volumes in EUR per trading day 813,639 629,378 723,685
Number of shares 6,512,272 6,514,272 6,514,272
Market capitalisation in EUR m 957.3 806.5 806.5

BASIC SHARE DATA

ISIN DE000A0Z23Q5 1st HY 2023 1st HY 2022
WKN (national security
identification number)
A0Z23Q Number of shares at
the end of the period
6,514,272 6,512,272
Symbol / Code ADN1 Xetra closing price at the
end of the period (EUR)
123.80 146.40
Reuters Instrument Code ADNGk.DE Market capitalisation
at the end of the period
(EUR million)
806.5 953.4
Bloomberg Symbol ADN1:GR Earnings per share (EUR) -0.91 1.63
First day of trading 2000-06-21 Cash flow per share (EUR) -10.81 -5.19
Trading platforms Xetra,
Tradegate Exchange
P/E Ratio -68.0 44.9
Market segment Prime Standard Price-To-Cash-Flow Ratio -5.7 -14.1
Number of shares 6,514,272
Currency EUR
Nominal value shares with no par value;
arithmetically 1.00 €
Share capital 6,514,272
Voting rights per share 1
Paying agent DZ BANK AG,
Frankfurt am Main
Index SDAX, CDAX, DAX
International Mid 100,
DAXsector All Software,
DAXsector Software,
DAXsubsector All IT-Services,
DAXsubsector IT-Services,
Prime All-Share,
Technology All Share
Reporting standard IFRS
End of financial year 31. December.

The latest updates from analysts were published in March, May and July 2023. All analysts issued "Buy" recommendations. While Berenberg's analyst predicted a target price of EUR 196.00 for adesso shares (11 July 2023), SMC Research issued a "Strong Buy" recommendation and forecast a share price of EUR 230.00 (19 May 2023). Kepler Cheuvreux believes a price of EUR 180.00 to be justified (15 May 2023). Warburg Research believes the fair valuation of the share stands at EUR 195.00 (8 May 2023), with Jeffries placing it at EUR 190.00 (31 March 2023).

Since the beginning of 2011, trading of the adesso share has been managed by the market leader in designated sponsoring, ODDO BHF Corporates & Markets AG (formerly: Close Brothers Seydler Bank AG). Since 1 July 2022, ICF BANK AG Wertpapierhandelsbank has supported the liquidity of the share as a further designated sponsor.

Contact:

Shareholders

in %

Martin Möllmann Head of Investor Relations T +49 231 7000-7000 F +49 231 7000-1000 E [email protected]

RECOMMENDATIONS FROM THE FINANCIAL MEDIA AND ANALYSTS' OPINIONS

Date Subject /
recommendation
Evaluation Source
2023-07-11 Buy Target price: EUR 196.00 Berenberg
2023-05-19 Strong Buy Target price: EUR 230.00 SMC Research
2023-05-15 Buy Target price: EUR 180.00 Kepler Cheuvreux
2023-05-12 Guidance raised [] adesso succeeded in continuing to increase sales significantly in the first
quarter. However, the IT service provider's profitability was unable to keep
up with the dynamic growth as the year got under way. [] Still, the share
price should be substantially higher once again at the end of the year if the
IT service provider succeeds in actually making up for the weak Q1 over the
course of the year. [] Target: EUR 180.00, Stop: EUR 90.00.
Der Aktionär
2023-05-11 adesso: briefly
noted
[] The IT service provider posted a leap in sales thanks to the sustained
trend towards digitalisation. [] Despite a few bumps in the most recent
quarter, adesso [] remains part of the portfolio in the long term.
Effecten Spiegel
2023-05-09 Decline in profits [] For the next nine months, the Executive Board expects the number of
sick days to normalise, along with improved capacity utilisation. [] This is
likely to have a positive effect on the profitability of our exemplary asset.
adesso remains a buy. Stop: EUR 106.50.
Platow Börse
2023-05-08 merely superficial Target price: EUR 195.00 Warburg Research
2023-03-31 Buy Target price: EUR 190.00 Jefferies

Financial Calendar

Date Event
2023-01-09 26th ODDO BHF Forum, Lyon (virtual)
2023-01-30 Roadshow Jefferies (virtual)
2023-02-27/28 Roadshow (ICF BANK), Luxembourg
2023-03-31 Publication of the 2022 annual report, financial press / analyst conference, Dortmund
2023-04-25 Roadshow (Berenberg), London
2023-05-15 Publication of the Quarterly Statement Q1 2023
2023-05-16 Spring Conference 2023, Frankfurt/Main
2023-06-01 Regular ASM, Dortmund
2023-06-06 Dividend payment
2023-08-14 Publication of the 2023 half-year report
2023-09-18 Berenberg and Goldman Sachs Twelfth German Corporate Conference, Munich
2023-11-14 Publication of the Quarterly Statement Q3 2023
2023-11-27/28 German Equity Forum 2023, Frankfurt/Main

Imprint

ADESSO SE

Adessoplatz 1, 44269 Dortmund, Germany T +49 231 7000-7000 F +49 231 7000-1000 [email protected] www.adesso-group.de/en/ www.adesso.de/en/

CONCEPT

adesso SE, Marcus Lazzari Design: www.adlips.design Typesetting: www.roeske-lazzari.de

adesso SE

Adessoplatz 1 44269 Dortmund Germany T +49 231 7000-7000 F +49 231 7000-1000 [email protected] www.adesso-group.de/en/ www.adesso.de/en/

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