Quarterly Report • Aug 15, 2023
Quarterly Report
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HALF -YEAR FINANCIAL REPORT

| A | Interim Group management report | 4 | |
|---|---|---|---|
| A.1 | Business development | 4 | |
| A.2 | Outlook 2023 | 12 | |
| A.2.1 | Economic environment | 12 | |
| A.2.2 | Assumptions | 13 | |
| A.2.3 | Expected business development in 2023 | 14 | |
| A.2.4 | Opportunities and risks | 15 | |
| A.2.5 | Events after the balance-sheet date | 15 | |
| A.3 | Development of the business segments | 16 | |
| A.3.1 | Market situation | 17 | |
| A.3.2 | Engineering & Maintenance Europe | 18 | |
| A.3.3 | Engineering & Maintenance International | 19 | |
| A.3.4 | Technologies | 20 | |
| A.3.5 | Reconciliation Group | 21 | |
| B | Interim consolidated financial statements | 22 | |
| B.1 | Consolidated income statement | 22 | |
| B.2 | Consolidated statement of comprehensive income | 23 | |
| B.3 | Consolidated balance sheet | 24 | |
| B.4 | Consolidated statement of changes in equity | 25 | |
| B.5 | Consolidated statement of cash flows | 26 | |
| B.6 | Notes to the interim consolidated financial statements | 27 | |
| C | Explanations and additional information | 37 | |
| C.1 | Responsibility statement | 37 | |
| C.2 | Review report | 38 | |
| C.2 | Bilfinger shares | 39 | |
| C.4 | Financial calendar | 40 | |
| Imprint | 40 |
| KEY FIGURES FOR THE GROUP | H1 | ||
|---|---|---|---|
| 2023 | 2022 | ∆ in % | |
| in € million | |||
| Orders received | 2,469.8 | 2,224.7 | 11 |
| Order backlog | 3,474.7 | 3,158.1 | 10 |
| Revenue | 2,172.9 | 2,039.3 | 7 |
| EBITDA | 113.4 | 89.3 | 27 |
| EBITA | 65.1 | 41.2 | 58 |
| thereof special items | -0.2 | -10.0 | |
| EBITA margin (in %) | 3.0 | 2.0 | 48 |
| Net profit | 36.4 | 12.5 | 191 |
| Earnings per share (in €) | 0.97 | 0.31 | 213 |
| Cash flow from operating activities | -39.5 | -39.4 | |
| Free cash flow | -72.6 | -56.9 | |
| thereof special items | 6.9 | 12.0 | -43 |
| Investments in property, plant and equipment | 35.0 | 22.7 | 54 |
| Employees (number at reporting date) | 29,254 | 30,566 | -4 |
Due to rounding, it is possible that individual figures in the interim Group management report and in the interim consolidated financial statements do not precisely add up to the totals provided and that percentage figures provided do not precisely reflect the absolute values that they relate to.
Pro-forma key figures
In addition to the key figures prepared in accordance with IFRS, Bilfinger also prepares pro-forma key figures such as EBITA that are not a component of the accounting regulations and which are also not subject to these regulations. These pro-forma key figures are to be seen as a supplement, not as a substitute for the disclosures required by IFRS. The pro-forma key figures are based on the definitions provided in the Annual Report 2022. Other companies may calculate these pro-forma key figures differently.
• Orders received: Increase of 11 percent (organically 14 percent), growth in all business areas, demand for energy transition-related services a key market driver.
In the Engineering & Maintenance Europe segment, increase in orders received of 15 percent (organically 18 percent), at Engineering & Maintenance International increase of 10 percent (organically 9 percent) and at Technologies an increase of 21 percent (organically 22 percent).
Additional information can be found in Chapters B.6.5 Depreciation, amortization, impairment losses and other operating income and expense as well as B.6.6 Impairments and reversals in accordance with IFRS 9.
| 2023 | 2022 | |
|---|---|---|
| in € million | ||
| Revenue | 2,172.9 | 2,039.3 |
| Cost of sales | -1,956.1 | -1,837.5 |
| Gross profit | 216.7 | 201.7 |
| Selling and administrative expense | -150.3 | -150.1 |
| Impairment losses and reversals of impairment losses in accordance with IFRS 9 | -0.7 | -2.1 |
| Other operating income and expense | -3.0 | -10.1 |
| Income from investments accounted for using the equity method | 2.3 | 1.8 |
| Earnings before interest and taxes (EBIT) | 65.1 | 41.2 |
| Financial result | -11.6 | -12.2 |
| Earnings before taxes | 53.5 | 28.9 |
| Income taxes | -15.6 | -16.1 |
| Earnings after taxes from continuing operations | 37.9 | 12.8 |
| Earnings after taxes from discontinued operations | -0.1 | 1.1 |
| Earnings after taxes | 37.8 | 13.9 |
| thereof attributable to minority interest | 1.4 | 1.4 |
| Net profit | 36.4 | 12.5 |
| Average number of shares (in thousands) | 37,440 | 40,792 |
| Earnings per share* (in €) | 0.97 | 0.31 |
| thereof from continuing operations | 0.97 | 0.28 |
| thereof from discontinued operations | 0.00 | 0.03 |
| Average number of shares for diluted earnings (in thousands) | 37,499 | 40,968 |
| Diluted earnings per share (in €) | 0.97 | 0.31 |
| thereof from continuing operations | 0.97 | 0.28 |
| thereof from discontinued operations | 0.00 | 0.03 |
| CONSOLIDATED BALANCE SHEET | ||
|---|---|---|
| June 30, 2023 | Dec. 31, 2022 | |
| in € million | ||
| Assets | ||
| Non-current assets | ||
| Intangible assets | 787.7 | 786.5 |
| Property, plant and equipment | 254.4 | 246.2 |
| Rights of use from leases | 175.6 | 173.2 |
| Investments accounted for using the equity method | 13.5 | 12.7 |
| Other assets | 7.3 | 7.3 |
| Deferred taxes | 34.4 | 35.9 |
| 1,272.8 | 1,261.9 | |
| Current assets | ||
| Inventories | 86.1 | 80.8 |
| Receivables and other current assets | 1,176.1 | 1,078.5 |
| Current tax assets | 11.1 | 7.3 |
| Other assets | 58.4 | 35.2 |
| Securities | – | – |
| Marketable securities | 15.1 | 14.9 |
| Cash and cash equivalents | 565.3 | 573.4 |
| Assets classified as held for sale | – | – |
| 1,912.1 | 1,790.1 | |
| Total | 3,184.9 | 3,052.0 |
| Equity & liabilities | ||
| Equity | ||
| Share capital | 132.6 | 132.6 |
| Capital reserve | 762.7 | 765.9 |
| Retained and distributable earnings | 176.9 | 293.3 |
| Other reserves | -13.8 | 0.7 |
| Treasury shares | -3.5 | -104.7 |
| Equity attributable to shareholders of Bilfinger SE | 1,054.9 | 1,087.9 |
| Minority interest | -7.3 | -9.7 |
| 1,047.6 | 1,078.2 | |
| Non-current liabilities | ||
| Provisions for pensions and similar obligations | 247.0 | 238.7 |
| Other provisions | 17.3 | 17.3 |
| Financial debt | 313.3 | 388.9 |
| Other liabilities | 0.2 | 0.0 |
| Deferred taxes | 15.3 | 10.8 |
| 593.1 | 655.7 | |
| Current liabilities | ||
| Current tax liabilities | 26.1 | 29.7 |
| Other provisions | 215.7 | 238.8 |
| Financial debt | 299.8 | 54.7 |
| Trade and other payables | 798.9 | 787.0 |
| Other liabilities | 203.6 | 208.1 |
| Liabilities classified as held for sale | – | – |
| 1,544.2 | 1,318.2 | |
| Total | 3,184.9 | 3,052.0 |
• Equity: Decrease in equity of €30.5 million. With earnings after income taxes of €37.8 million, there were transactions recognized directly in equity of -€68.3 million. These include the dividend payment to the shareholders of Bilfinger SE for the financial year 2022 in the amount of €48.7 million, losses from the remeasurement of defined benefit pension plans of €5.5 million and from currency translation of €13.5 million. The issuing of new promissory note loans with a total volume of €175.0 million decreased the equity ratio to 33 percent (December 31, 2022: 35 percent).
Number of treasury shares reduced through the cancellation of 3,430,956 shares in March 2023. Simplified procedure that does not involve a reduction in share capital by increasing the proportion of the remaining bearer shares in share capital. In addition, transfers of 77,951 bearer shares as part of share-based remuneration programs.
• Non-current liabilities: Provisions for pensions and similar obligations increased by €8.3 million to €247.0 million. Discount rate in the euro zone down from 3.7 percent as of December 31, 2022, to 3.6 percent as of June 30, 2023.
Non-current financial debt mainly relates to promissory note loans in the amount of €179.8 million (December 31, 2022: €5.5 million). The reason for the increase is new promissory note loans issued in June 2023 with a total volume of €175 million. They are divided into four tranches with maturities of three and five years with fixed and variable interest rates and are being used to refinance the bond maturing in June 2024. In addition, lease liabilities in accordance with IFRS 16 amounting to €132.3 million and deferred tax liabilities amounting to €15.3 million.
• Current liabilities: Mainly relates to trade accounts payable of €798.9 million with €205.1 million of that amount from advance payments received, as well as liabilities to joint ventures and associates totaling €16.7 million and other current liabilities of €120.9 million. There are also other liabilities of €203.6 million and other provisions of €215.7 million.
Increase in current financial debt to €299.8 million (December 31, 2022: €54.7 million) as a result of the reclassification of the €250 million bond maturing in June 2024. Current financial debt also includes lease liabilities of €49.7 million (December 31, 2022: €47.9 million).
| H1 | |
|---|---|
| 2023 | 2022 | |
|---|---|---|
| in € million | ||
| Cash flow from operating activities of continuing operations | -39.5 | -39.4 |
| thereof special items | -6.9 | -12.0 |
| Capital expenditure on P, P & E and intangible assets | -35.0 | -22.7 |
| Proceeds from the disposal of property, plant and equipment | 1.8 | 5.2 |
| Net cash outflow for property, plant and equipment / intangible assets | -33.2 | -17.5 |
| Free cash flow from continuing operations | -72.6 | -56.9 |
| thereof special items | -6.9 | -12.0 |
| Payments made / Proceeds from the disposal of financial assets | 0.1 | 0.0 |
| Investments in financial assets | -12.6 | -0.1 |
| Changes in marketable securities | 0.0 | 140.0 |
| Cash flow from financing activities from continuing operations | 80.8 | -246.8 |
| Dividends | -49.6 | 195.7 |
| Payments from changes in ownership interest without change in control | 0.0 | -0.1 |
| Borrowing | 175.0 | 0.0 |
| Repayment of financial debt | -25.4 | -34.4 |
| Interest paid | -19.2 | -16.7 |
| Change in cash and cash equivalents of continuing operations | -4.2 | -163.8 |
| Change in cash and cash equivalents of discontinued operations | -0.8 | 0.0 |
| Change in value of cash and cash equivalents due to changes in foreign exchange | -3.1 | 1.5 |
| Change in cash and cash equivalents | -8.1 | -162.3 |
| Cash and cash equivalents at January 1 | 573.4 | 642.9 |
| Change in cash and cash equivalents of assets classified as held for sale | 0.0 | 0.0 |
| Cash and cash equivalents at June 30 | 565.3 | 480.6 |
Sources
European Commission (2023): European Economic Forecast, Spring 2023, Institutional Paper 200, May. Eurostat (2023): Euro zone annual inflation down to 5.5%, flash estimate June, Eurostat press release 72/2023, 30.06.2023. FAZ (2023): Inflation in the U.S. declines significantly, Frankfurter Allgemeine Zeitung, July 12, 2023, www.faz.net/aktuell/finanzen/finanzmarkt/inflation-in-den-usa-geht-deutlich-zurueck-19028528.html Freightos Data (2023): Freightos Baltic Index (FBX): Global Container Freight Index, https://fbx.freightos.com/,accessed July 14, 2023. ICE (2023): Dutch TTF Natural Gas Futures, www.theice.com,accessed July 8, 2023. Ifo (2023): ifo Economic Forecast Summer 2023: Inflation slowly easing - but economy still limping, ifo Schnelldienst, special edition June. IMF: World Economic Update, July 2023.
Based on the assumptions above, we expect business to develop as follows in financial year 2023:
| OUTLOOK 2023 | Actual | Outlook |
|---|---|---|
| financial year 2022 | financial year 2023 | |
| Revenue in € million | ||
| Engineering & Maintenance Europe | 2,784.5 | 2,750 to 2,950 |
| Engineering & Maintenance International | 797.8 | 720 to 820 |
| Technologies | 592.0 | 600 to700 |
| Reconciliation Group / other | 137.7 | 150 to 200 |
| Group | 4,312.0 | 4,300 to 4,600 |
| EBITA margin | ||
| Engineering & Maintenance Europe | 3.8% | 5.0 to 5.4% |
| adjusted | 5.0% | |
| Engineering & Maintenance International | -1.0% | 1.0 to 3.0% |
| adjusted | -0.7% | |
| Technologies | 1.4% | 4.0 to 5.0% |
| adjusted | 3.0% | |
| Reconciliation Group / other (EBITA) in € million | -29.3 | -20 to -25 |
| Group | 1.8% | 3.8 to 4.1% |
| adjusted | 3.2% | |
| Free cash flow in € million | 135.9 | 50 to 80 |
• Revenue For 2023, the Bilfinger Group expects revenue of between €4,300 million and €4,600 million (2022: €4,312.0 million).
In the Engineering & Maintenance Europe segment, revenue (2022: €2,784.5 million) will continue to rise after a strong increase in the previous year and will be in the range of €2,750 million to €2,950 million.
At Engineering & Maintenance International (2022: €797.8 million), revenue is expected to total €720 million to €820 million following strong growth in the previous year. We also continue to focus our U.S. business on long-term maintenance contracts.
At Technologies, the expectation is for revenue (2022: €592.0 million) of €600 million to €700 million on the basis of the good order backlog with projects for the pharma and biopharma industries and due to increasing revenue in the nuclear sector.
Reconciliation Group / other, which also includes the activities reported under Other Operations, is expected to generate revenue of between €150 million and €200 million (2022: €137.7 million).
• EBITA / EBITA margin The profitability of the Group is expected to increase to an EBITA margin of 3.8 to 4.1 percent (2022: 1.8 percent / adjusted for special items: 3.2 percent). This increase is mainly attributable to operational improvements and takes the initial positive effects from the efficiency program into account. This is reflected in all segments. No charges are expected from special items.
For Engineering & Maintenance Europe, we expect an EBITA margin of between 5.0 and 5.4 percent (2022: 3.8 percent / adjusted for special items: 5.0 percent). At Engineering & Maintenance International (2022: -1.0 percent/ adjusted for special items: -0.7 percent), an EBITA margin of between 1.0 and 3.0 percent is expected, meaning this segment will make a positive contribution to earnings. At Technologies (2022: 1.4 percent / adjusted for special items: 3.0 percent), the EBITA margin will likely improve to between 4.0 and 5.0 percent.
For the items summarized under Reconciliation Group / other (2022: -€29.3 million), we anticipate EBITA of between -€20 million and -€25 million in 2023.
• Opportunities and risks are described in detail in the Annual Report 2022, the statements made there generally remain valid. In this context, risks from the Covid-19 pandemic and from business disruptions due to the Russia-Ukraine war have tended to ease compared with year-end 2022. Inflation risks, on the other hand, remain significant.
• Our company continues to develop according to plan after the balance sheet date. No events occurred that are of particular significance for the net assets, financial position and results of operations of the Group.
| OVERVIEW OF REVENUE AND ORDER SITUATION |
H1 | |||||
|---|---|---|---|---|---|---|
| Orders received | Order backlog | Revenue | ||||
| 2023 | ∆ in % | 2023 | ∆ in % | 2023 | ∆ in % | |
| in € million | ||||||
| Engineering & Maintenance Europe | 1,616.0 | 15 | 2,063.8 | 15 | 1,434.5 | 5 |
| Engineering & Maintenance International | 395.1 | 10 | 591.2 | 8 | 341.4 | -1 |
| Technologies | 417.9 | 21 | 748.4 | 7 | 363.2 | 38 |
| Reconciliation Group | 40.8 | -64 | 71.3 | -38 | 33.8 | -53 |
| Total | 2,469.8 | 11 | 3,474.7 | 10 | 2,172.9 | 7 |
| EBITA BY BUSINESS SEGMENT | H1 | |||||
| 2023 | 2022 | ∆ in % | ||||
| in € million | ||||||
| Engineering & Maintenance Europe | 63.6 | 50.4 | 26 | |||
| Engineering & Maintenance International | -8.1 | -1.8 | - | |||
| Technologies | 13.5 | 3.3 | 306 | |||
| Reconciliation Group | -3.9 | -10.8 | - | |||
| Continuing operations | 65.1 | 41.2 | 58 |
| KEY FIGURES | H1 | ||
|---|---|---|---|
| 2023 | 2022 | ∆ in % | |
| in € million | |||
| Orders received | 1,616.0 | 1,404.4 | 15 |
| Order backlog | 2,063.8 | 1,796.1 | 15 |
| Revenue | 1,434.5 | 1,359.9 | 5 |
| Investments in property, plant and equipment | 30.6 | 19.2 | 59 |
| EBITDA | 97.0 | 83.4 | 16 |
| EBITA | 63.6 | 50.4 | 26 |
| thereof special items | 0.1 | -9.9 | |
| EBITA margin (in %) | 4.4 | 3.7 |
| KEY FIGURES | H1 | ||
|---|---|---|---|
| 2023 | 2022 | ∆ in % | |
| in € million | |||
| Orders received | 395.1 | 360.3 | 10 |
| Order backlog | 591.2 | 549.5 | 8 |
| Revenue | 341.4 | 344.4 | -1 |
| Investments in property, plant and equipment | 1.7 | 0.8 | 128 |
| EBITDA | -3.9 | 2.4 | |
| EBITA | -8.1 | -1.8 | |
| thereof special items | 0.0 | 0.0 | |
| EBITA margin (in %) | -2.4 | -0.5 |
Reducing risk in the project business and reducing the share of projects in total revenue is an essential component of Bilfinger's strategy. This will be reflected primarily in this segment and will make a major contribution to an improvement in earnings here.
• Outlook: The forecast for the Engineering & Maintenance International segment is described in Chapter A.2 Expected business development in 2023.
| KEY FIGURES | H1 | ||
|---|---|---|---|
| 2023 | 2022 | ∆ in % | |
| in € million | |||
| Orders received | 417.9 | 346.3 | 21 |
| Order backlog | 748.4 | 696.6 | 7 |
| Revenue | 363.2 | 263.7 | 38 |
| Investments in property, plant and equipment | 1.9 | 1.6 | 22 |
| EBITDA | 17.5 | 7.0 | 150 |
| EBITA | 13.5 | 3.3 | 306 |
| thereof special items | 0.0 | -0.1 | |
| EBITA margin (in %) | 3.7 | 1.3 |
| KEY FIGURES | H1 | ||
|---|---|---|---|
| 2023 | 2022 | ∆ in % | |
| in € million | |||
| Orders received | 40.8 | 113.7 | -64 |
| thereof Other Operations (OOP) | 67.9 | 121.4 | -44 |
| thereof headquarters / consolidation / other | -27.1 | -7.7 | |
| Revenue | 33.8 | 71.3 | -53 |
| thereof Other Operations (OOP) | 64.4 | 103.5 | -38 |
| thereof headquarters / consolidation / other | -30.6 | -32.2 | |
| EBITA | -3.9 | -10.8 | |
| thereof Other Operations (OOP) | 4.9 | 6.2 | -21 |
| thereof special items | 0.0 | 0.0 | |
| thereof headquarters / consolidation / other | -8.8 | -17.0 | |
| thereof special items | -0.3 | 0.0 |
• EBITA: At -€8.8 million (previous year: -€17.0 million), significantly better than the previous year.
| January 1 to June 30 | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| in € million | |||||
| Revenue | 2,172.9 | 2,039.3 | |||
| Cost of sales | -1,956.1 | -1,837.5 | |||
| Gross profit | 216.7 | 201.7 | |||
| Selling and administrative expense | -150.3 | -150.1 | |||
| Impairment losses and reversals of impairment losses in accordance with IFRS 9 | -0.7 | -2.1 | |||
| Other operating income and expense | -3.0 | -10.1 | |||
| Income from investments accounted for using the equity method | 2.3 | 1.8 | |||
| Earnings before interest and taxes (EBIT) | 65.1 | 41.2 | |||
| Financial result | -11.6 | -12.2 | |||
| Earnings before taxes | 53.5 | 28.9 | |||
| Income taxes | -15.6 | -16.1 | |||
| Earnings after taxes from continuing operations | 37.9 | 12.8 | |||
| Earnings after taxes from discontinued operations | -0.1 | 1.1 | |||
| Earnings after taxes | 37.8 | 13.9 | |||
| thereof attributable to minority interest | 1.4 | 1.4 | |||
| Net profit | 36.4 | 12.5 | |||
| Average number of shares (in thousands) | 37,440 | 40,792 | |||
| Earnings per share (in €) | 0.97 | 0.31 | |||
| thereof from continuing operations | 0.97 | 0.28 | |||
| thereof from discontinued operations | 0.00 | 0.03 | |||
| Average number of shares for diluted earnings (in thousands) | 37,499 | 40,968 | |||
| Diluted earnings per share (in €) | 0.97 | 0.31 | |||
| thereof from continuing operations | 0.97 | 0.28 | |||
| thereof from discontinued operations | 0.00 | 0.03 |
| January 1 to June 30 | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| in € million | |||||
| Earnings after taxes | 37.8 | 13.9 | |||
| Items that will not be reclassified to the income statement | |||||
| Gains / losses from remeasurement of net defined-benefit liability (asset) | |||||
| Unrealized gains / losses | -5.8 | 73.0 | |||
| Income taxes on unrealized gains / losses | 0.3 | -5.4 | |||
| -5.5 | 67.6 | ||||
| Items that may subsequently be reclassified to the income statement | |||||
| Currency translation differences | |||||
| Unrealized gains / losses | -13.7 | 10.3 | |||
| Reclassifications to the income statement | 0.1 | – | |||
| Income taxes on unrealized gains / losses | – | – | |||
| -13.5 | 10.3 | ||||
| Other comprehensive income after taxes | -18.9 | 78.0 | |||
| Total comprehensive income after taxes | 18.9 | 91.9 | |||
| attributable to shareholders of Bilfinger SE | 16.4 | 91.2 | |||
| Minority interest | 2.5 | 0.7 |
| June 30, 2023 | Dec. 31, 2022 | ||
|---|---|---|---|
| in € million | |||
| Assets | Non-current assets | ||
| Intangible assets | 787.7 | 786.5 | |
| Property, plant and equipment | 254.4 | 246.2 | |
| Rights of use from leases | 175.6 | 173.2 | |
| Investments accounted for using the equity method | 13.5 | 12.7 | |
| Other assets | 7.3 | 7.3 | |
| Deferred taxes | 34.4 | 35.9 | |
| 1,272.8 | 1,261.9 | ||
| Current assets | |||
| Inventories | 86.1 | 80.8 | |
| Receivables and other financial assets | 1,176.1 | 1,078.5 | |
| Current tax assets | 11.1 | 7.3 | |
| Other assets | 58.4 | 35.2 | |
| Securities | – | – | |
| Marketable securities | 15.1 | 14.9 | |
| Cash and cash equivalents | 565.3 | 573.4 | |
| Assets classified as held for sale | – | – | |
| 1,912.1 | 1,790.1 | ||
| 3,184.9 | 3,052.0 | ||
| Equity & liabilities | Equity | ||
| Share capital | 132.6 | 132.6 | |
| Capital reserve | 762.7 | 765.9 | |
| Retained and distributable earnings | 176.9 | 293.3 | |
| Other reserves | -13.8 | 0.7 | |
| Treasury shares | -3.5 | -104.7 | |
| Equity attributable to shareholders of Bilfinger SE | 1,054.9 | 1,087.9 | |
| Minority interest | -7.3 | -9.7 | |
| 1,047.6 | 1,078.2 | ||
| Non-current liabilities | |||
| Provisions for pensions and similar obligations | 247.0 | 238.7 | |
| Other provisions | 17.3 | 17.3 | |
| Financial debt | 313.3 | 388.9 | |
| Other liabilities | 0.2 | – | |
| Deferred taxes | 15.3 | 10.8 | |
| 593.1 | 655.7 | ||
| Current liabilities | |||
| Current tax liabilities | 29.7 | ||
| 26.1 | |||
| Other provisions | 215.7 | 238.8 | |
| Financial debt | 299.8 | 54.7 | |
| Trade and other payables | 798.9 | 787.0 | |
| Other liabilities | 203.6 | 208.1 | |
| Liabilities classified as held for sale | – | – | |
| 1,544.2 | 1,318.2 | ||
| 3,184.9 | 3,052.0 |
in € million
| Equity attributable to shareholders of Bilfinger SE | Attribu table to minority interest |
Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Capital reserve |
Retained and distribut able earnings |
Reserve from the fair-value measurement of debt instruments |
Reserve from the fair-value measurement of equity instruments |
Reserve from hedging trans actions |
Currency translation reserve |
Treasury shares |
Total | |||
| Balance at January 1, 2022 | 132.6 | 771.8 | 403.1 | – | – | – | 5.5 | -12.2 1,300.8 | -11.8 | 1,289.0 | |
| Earnings after taxes | – | – | 12.5 | – | – | – | – | – | 12.5 | 1.4 | 13.9 |
| Other comprehensive income after taxes |
– | – | 67.6 | – | – | – | 11.1 | – | 78.7 | -0.7 | 78.0 |
| Total comprehensive income | – | – | 80.1 | – | – | – | 11.1 | – | 91.2 | 0.7 | 91.9 |
| Dividends paid out | – | – | -193.7 | – | – | – | – | – | -193.7 | -0.4 | -194.1 |
| Share-based payments | – | -6.8 | -1.2 | – | – | – | – | 7.6 | -0.4 | – | -0.4 |
| Changes in ownership interest without change in control |
– | – | -0.3 | – | – | – | – | – | -0.3 | -0.2 | -0.5 |
| Purchase of own shares | – | – | – | – | – | – | – | – | – | – | – |
| Other changes | – | – | – | – | – | – | – | – | – | – | – |
| Balance at June 30, 2022 | 132.6 | 765.0 | 288.0 | – | – | – | 16.6 | -4.6 1,197.6 | -11.7 | 1,185.9 | |
| Balance at January 1, 2023 | 132.6 | 765.9 | 293.3 | – | – | – | 0.8 | -104.7 1,087.9 | -9.7 | 1,078.2 | |
| Earnings after taxes | – | – | 36.4 | – | – | – | – | – | 36.4 | 1.4 | 37.8 |
| Other comprehensive income after taxes |
– | – | -5.5 | – | – | – | -14.6 | – | -20.0 | 1.1 | -18.9 |
| Total comprehensive income | – | – | 30.9 | – | – | – | -14.6 | – | 16.4 | 2.5 | 18.9 |
| Dividends paid out | – | – | -48.6 | – | – | – | – | – | -48.6 | -0.1 | -48.7 |
| Share-based payments | – | -3.1 | 0.2 | – | – | – | – | 2.2 | -0.7 | – | -0.7 |
| Changes in ownership interest without change in control |
– | – | – | – | – | – | – | – | – | – | – |
| Cancellation of treasury shares | – | – | -98.9 | – | – | – | – | 98.9 | – | – | – |
| Other changes | – | – | – | – | – | – | – | – | – | – | – |
| Balance at June 30, 2023 | 132.6 | 762.7 | 176.9 | – | – | – | -13.8 | -3.5 1,054.9 | -7.3 | 1,047.6 |
For explanations of the changes from share-based payments, see Note 15.
| January 1 to June 30 | ||
|---|---|---|
| in € million | 2023 | 2022 |
| Earnings before taxes from continuing operations | 53.5 | 28.9 |
| Interest and other financial result | 11.6 | 12.2 |
| Amortization of intangible assets from acquisitions and goodwill | – | – |
| EBITA | 65.1 | 41.2 |
| Depreciation of property, plant and equipment and amortization of intangible assets (excluding acquisitions and goodwill) | 48.3 | 48.2 |
| Losses / gains on disposals of non-current assets | -0.4 | -1.2 |
| Income from investments accounted for using the equity method | -2.3 | -1.8 |
| Dividends received | 1.2 | 1.6 |
| Interest received | 7.2 | 1.3 |
| Income tax payments | -17.0 | -2.8 |
| Change in advance payments received | -1.9 | -9.7 |
| Change in trade receivables | -98.5 | -154.0 |
| Change in trade payables and advance payments made | 29.1 | 70.6 |
| Change in net trade assets | -71.2 | -93.1 |
| Change in current provisions | -18.2 | -15.3 |
| Change in other current assets (including other inventories) and liabilities | -50.6 | -18.7 |
| Change in working capital | -140.0 | -127.1 |
| Change in non-current assets and liabilities | 1.3 | |
| -1.4 | ||
| Cash flow from operating activities of continuing operations | -39.5 | -39.4 |
| Cash flow from operating activities of discontinued operations | -0.8 | -2.6 |
| Cash flow from operating activities, total | -40.2 | -42.0 |
| Investments in property, plant and equipment and intangible assets | -35.0 | -22.7 |
| Payments received from the disposal of property, plant and equipment and intangible assets | 1.8 | 5.2 |
| Acquisition of subsidiaries net of cash and cash equivalents acquired | -12.6 | -0.1 |
| Proceeds from / payments for the disposal of subsidiaries net of cash and cash equivalents disposed of | 0.1 | -0.9 |
| Proceeds from / investments in other financial assets | – | 0.9 |
| Proceeds from / investments in marketable securities | – | 140.0 |
| Cash flow from investing activities of continuing operations | -45.6 | 122.4 |
| Cash flow from investing activities of discontinued operations | – | 2.7 |
| Cash flow from investing activities, total | -45.6 | 125.1 |
| Dividends paid to the shareholders of Bilfinger SE | -48.6 | -193.7 |
| Dividends paid to other shareholders | -0.9 | -2.0 |
| Payments for changes in ownership interest without change in control | – | -0.1 |
| Borrowing | 175.0 | – |
| Repayment of financial debt | -25.4 | -34.4 |
| Interest paid | -19.2 | -16.7 |
| Cash flow from financing activities of continuing operations | 80.8 | -246.8 |
| Cash flow from financing activities of discontinued operations | – | -0.1 |
| Cash flow from financing activities, total | 80.7 | -246.9 |
| Change in value of cash and cash equivalents | -5.0 | -163.8 |
| Change in value of cash and cash equivalents due to changes in foreign exchange rates | -3.1 | 1.5 |
| Cash and cash equivalents at January 1 | 573.4 | 642.9 |
| Cash and cash equivalents classified as assets held for sale at January 1 (+) | – | – |
| Cash and cash equivalents classified as assets held for sale at June 30 (-) | – | – |
| Cash and cash equivalents at June 30 | 565.3 | 480.6 |
As in the previous year, segment reporting has been prepared in accordance with IFRS 8. The reportable segments of the Bilfinger Group reflect the internal reporting structure. Segment reporting depicts the Group's continuing operations. The definition of the segments is based on products and services.
Segment reporting continues to consist of the following three reportable segments:
The reportable segment Technologies is both a division and an operating segment. The reportable segment Engineering & Maintenance Europe comprises the six regions E&M United Kingdom, E&M Nordics, E&M Belgium / Netherlands, E&M Germany, E&M Austria / Switzerland and E&M Eastern Europe, which constitute operating segments. The reportable segment Engineering & Maintenance International includes the regions E&M North America and E&M Middle East, which constitute operating segments. The former E&M Poland region was adjusted in the reporting period: The Tebodin Central and Eastern Europe units, which previously belonged to the E&M Belgium / Netherlands region, now form the E&M Eastern Europe region together with the units of the former E&M Poland region. This has no effect on the reportable segment Engineering & Maintenance Europe.
The segment Technologies is positioned globally and focuses on products and technologies that it offers throughout the world. Examples include components for biopharma plants (skids) as well as components for the nuclear industry. The division concentrates on growth areas in which Bilfinger demonstrates technological expertise, enabling the company to benefit from sustainable global trends. Technologies coordinates Group-wide market development in these growth areas.
The service line Engineering & Maintenance is positioned regionally and services for engineering, maintenance, expansion and operation are therefore offered on a local basis. Due to the similarity of the markets, the economic environment as well as the financial parameters – particularly growth expectations and the extent of the margins – we combine the reporting of the regions E&M United Kingdom, E&M Nordics, E&M Belgium / Netherlands, E&M Germany, E&M Austria / Switzerland and E&M Eastern Europe in the Engineering & Maintenance Europe reportable segment. The Engineering & Maintenance activities of the regions E&M North America and E&M Middle East in our strategic growth regions outside of Europe together make up the reportable segment Engineering & Maintenance International. Here, we expect similar growth rates and margins in the planning period.
The companies included in Other Operations as well as headquarters, consolidation effects and other items are presented under Reconciliation Group. Other Operations includes operating units that are active outside of the operating segments, regions or customer groups defined above. These units are not a focus of the strategic positioning of the Group, but rather are up for sale in the short term or independently managed for value with the goal of a later sale. Accordingly, the reporting classification of the units in Other Operations is not primarily based on the similarity of products, customers, regions, etc., but on the basis of this strategic classification. The division
therefore does not represent an operating segment. Revenue is largely generated in the industrial sector energy & utilities.
Earnings before interest, taxes and amortization of intangible assets from acquisitions (EBITA) is, from financial year 2022, the key performance indicator for the business units and the Group, and thus the metric for earnings in our segment reporting. For better comparability with the prioryear figures, however, special items are still presented. Accordingly, EBITA adjusted and the adjusted special items are no longer reported. The key figure EBIT is also presented. The reconciliation of EBIT to earnings before taxes from continuing operations is derived from the consolidated income statement. Internal revenue reflects the supply of goods and services between the segments. These are invoiced at the usual market prices. In the reconciliation to the consolidated financial statements, the Group's internal expenses and income as well as intra-Group profits are eliminated. Consolidation includes the consolidation of business transactions between the operating segments. The reconciliation also includes income and expenses from headquarters as well as other items that cannot be allocated to the individual segments according to our internal accounting policies. Allocation of external revenue is based on the location of the service provision.
| SEGMENT REPORTING JANUARY 1 TO JUNE 30 BY BUSINESS SEGMENT |
External Internal Total revenue revenue revenue |
EBITA therein special | items | Amortization of intangible assets from acquisitions and goodwill |
EBIT | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| in € million | ||||||||||||||
| Technologies | 361.7 | 262.6 | 1.5 | 1.1 | 363.2 | 263.7 | 13.5 | 3.3 | – | -0.1 | – | – | 13.5 | 3.3 |
| Engineering & Maintenance Europe | 1,403.0 1,328.6 | 31.5 | 31.3 1,434.5 1,359.9 | 63.6 | 50.4 | 0.1 | -9.9 | – | – | 63.6 | 50.4 | |||
| Engineering & Maintenance International | 340.2 | 343.5 | 1.2 | 0.9 | 341.4 | 344.4 | -8.1 | -1.8 | – | – | – | – | -8.1 | -1.8 |
| Reconciliation Group | 68.0 | 104.6 | -34.2 | -33.3 | 33.8 | 71.3 | -3.9 | -10.7 | -0.3 | – | – | – | -3.9 | -10.7 |
| Continuing operations | 2,172.9 2,039.3 | – | – 2,172.9 2,039.3 | 65.1 | 41.2 | -0.2 | -10.0 | – | – | 65.1 | 41.2 |
In the reporting period, special items include effects from the disposal of investments. In the prior-year period, special items included provisions and impairment losses in connection with the withdrawal from the Russian business (see Note 2).
Bilfinger SE is a listed stock company in accordance with European law (Societas Europaea – SE) and, in addition to the German Stock Corporation Act, is also subject to specific SE regulations and to the German law on implementing a European company as well as the German SE Employee Involvement Act. The company is registered with the Commercial Register of the Mannheim District Court under HRB 710296 and has its headquarters at Oskar-Meixner-Straße 1, 68165 Mannheim, Germany. Bilfinger is an internationally oriented industrial services company, which offers engineering and other industrial services to customers in the process industry.
The interim consolidated financial statements as of June 30, 2023, have been prepared in accordance with the International Financial Reporting Standards (IFRSs) as they are to be applied in the EU, as were the consolidated financial statements as of December 31, 2022, and comply with the requirements of IAS 34. They do not provide all of the information and disclosures included in complete consolidated financial statements and are therefore to be read in conjunction with the consolidated financial statements as of December 31, 2022. The accounting policies explained in the notes to the consolidated financial statements for the year 2022 have been applied unchanged. The new or amended IFRSs to be applied for the first time as of January 1, 2023, had no or only very limited effects on the consolidated financial statements.
These condensed interim consolidated financial statements of Bilfinger SE were approved for publication by the Executive Board on August 3, 2023, and reviewed by the Group auditors in accordance with Section 115 (5) of the German Securities Trading Act (WpHG). All amounts are shown in millions of euros (€ million) unless stated otherwise.
Management judgments and estimates can affect the amounts of and disclosure relating to assets and liabilities as at the reporting date, and the amounts of income and expense reported for the period. Actual amounts may differ from the management judgments and estimates; changes could have a material impact on the interim consolidated financial statements.
Given the continued not fully predictable global consequences of the Russia-Ukraine war, in particular the estimates and judgments relating to assets and liabilities are subject to increased uncertainty in connection with the adjustments to our business activities in Russia. Bilfinger took the decision in March 2022 not to accept any new orders in Russia. The company is allowing existing contracts to expire. Applicable sanctions against Russia are strictly complied with and continuously monitored. Our business activities in Ukraine are also being impacted by the war. In the prioryear period, provisions were recognized and impairment losses recorded in the Engineering & Maintenance Europe segment as a result, totaling a high single-digit million-euro amount (see also Notes 5 and 6).The final consequences of the ongoing war on the global economy, and therefore on Bilfinger's business, can still not be forecast with sufficient certainty.
Climate risks, particularly the consequences of climate change, are not of material importance for Bilfinger given its decentralized business activities, customer structure and the relatively low capital intensity.
All available information on the expected economic developments and country-specific governmental mitigation measures was included when updating the management judgments and estimates. This information was also included in the analysis of the recoverability and collectability of assets and receivables. We now no longer expect any significant effects on our business activities from the Covid-19 pandemic in the course of financial year 2023. We also do not currently expect the Russia-Ukraine war to have a structural impact on our business activities; an escalation of the war with a resulting significant weakening of the economy could, however, have a negative impact on the development of our business.
For more information about the impact of the Russia-Ukraine war on our business, see Chapters A.1 Business development, A.2 Outlook 2023 and A.3 Development of the business segments in the interim Group management report as well as Notes 5. Depreciation, amortization and impairments as well as other operating income and expense and 6. Impairments and reversals in accordance with IFRS 9.
All shares in the Dutch pipeline construction and mechanics company De Bruin Piping & Construction B.V., Brielle, Netherlands, were acquired in the reporting period (E&M Belgium / Netherlands region).
In the prior-year period, the activities of an electronics and automation operation (E&M Eastern Europe region) were acquired as part of an asset deal.
These acquisitions had the following effects as of the acquisition date:
| June 30, 2023 | June 30, 2022 | |
|---|---|---|
| in € million | ||
| Recognition of goodwill | 9.4 | – |
| Recognition of intangible assets from acquisitions | – | – |
| Recognition of other intangible assets | – | – |
| Recognition of property, plant and equipment | 0.3 | 0.1 |
| Recognition of right-of-use assets | 1.7 | – |
| Recognition of inventories | 0.2 | – |
| Recognition of trade receivables and other financial assets | 6.3 | – |
| Recognition of other assets | 0.1 | – |
| Recognition of cash and cash equivalents | 0.4 | – |
| Recognition of total assets | 18.4 | 0.1 |
| Recognition of financial debt non-current | 1.4 | – |
| Recognition of other provisions current | – | – |
| Recognition of financial debt current | 0.3 | – |
| Recognition of trade and other payables | 2.6 | – |
| Recognition of other liabilities | 1.1 | – |
| Recognition of total liabilities | 5.4 | – |
| Purchase price | 13.0 | 0.1 |
The valuation of the business combination in the reporting period remains incomplete as of the balance-sheet date and the amounts disclosed are therefore provisional. This mainly relates to the recognition and measurement of intangible assets resulting from acquisitions in the prior-year period, which involve customer relationships such as order backlogs and customer bases. For this reason, the difference between the purchase price and the recognized net assets has been recognized provisionally in full as goodwill. The valuation will be completed by the end of the financial year and the remaining goodwill will be mainly attributable to the qualified personnel taken over, as the assembled workforce is not an identifiable asset to be recognized separately from goodwill. This will not be deductible for tax purposes. Revenue recognized in the consolidated financial statements for the reporting period amounted to €7.3 million and profit after tax was €0.2 million. Since the beginning of the reporting period, the acquired company has generated revenue and earnings after tax of €11.3 million and €0.3 million, respectively.
There were no disposals in the reporting period, as was also the case in the prior-year period.
Discontinued operations relate to divisions disposed of in previous years from the former business segments Building and Facility as well as Construction, including abandoned construction activities. Their income and expenses as well as cash flows are presented separately in the consolidated income statement and consolidated statement of cash flows as discontinued operations.
Earnings from discontinued operations were fully attributable, as was the case in the prioryear period, to the shareholders of Bilfinger SE and are comprised as follows:
| January 1 to June 30 | ||
|---|---|---|
| 2023 | 2022 | |
| in € million | ||
| Revenue | 0.6 | 0.3 |
| Expenses / income | -1.6 | 1.7 |
| EBIT | -1.0 | 2.0 |
| Interest result | 1.0 | -0.8 |
| Earnings before taxes | 0.0 | 1.2 |
| Income taxes | -0.1 | -0.1 |
| Earnings after taxes | -0.1 | 1.1 |
The segment report shows a breakdown of revenues by reportable segment. Of the revenue, €22.8 million (previous year: €20.9 million) was realized in accordance with IFRS 16. The revenue realized in accordance with IFRS 15 was almost exclusively realized over time.
Depreciation of property, plant and equipment and the amortization of other intangible assets, including impairment, amounted to €23.2 million (previous year: €24.1 million). This includes impairment losses of €0.0 million (previous year: €0.4 million). Amortization and impairment of rightof-use assets from leases was €25.2 million (previous year: €24.0 million). This includes impairment losses of €0.0 million (previous year: €0.0 million).
In the previous year, provisions made due to the effects of the Russia-Ukraine war were presented within other operating expense, totaling a medium single-digit million-euro amount (see Note 2).
The impairments and reversals shown represent the expected credit losses in accordance with IFRS 9 and relate primarily to trade receivables (including receivables from partial payment invoices and work in progress). The calculation of the default probabilities as a significant input variable for the determination of expected credit loss is carried out on the basis of current external, debtor-specific ratings. For trade receivables (including receivables from partial payment invoices and work in progress) as well as receivables from leases, the expected credit losses are measured over the entire term.
Compared to December 31, 2022, and to June 30, 2022, the weighted average rating and, accordingly, the weighted average probability of default, improved.
In connection with the Russia-Ukraine war, impairments on receivables in the amount of €1.2 million were recognized in the prior-year period (see Note 2).
| January 1 to June 30 | ||
|---|---|---|
| 2023 | 2022 | |
| in € million | ||
| Interest income | 8.3 | 1.4 |
| Current interest expense | -11.9 | -9.0 |
| Interest expense from lease liabilities | -3.5 | -2.5 |
| Net interest expense from defined-benefit obligations (DBO) | -4.2 | -1.4 |
| Interest expense | -19.6 | -12.9 |
| Income on securities | 0.4 | -0.1 |
| Interest expense for shares of other shareholders | -0.7 | -0.6 |
| Other financial result | -0.2 | -0.7 |
| Total | -11.6 | -12.2 |
Interest income generally is earned on deposits of cash and cash equivalents with variable interest rates (FA-AC). Increased investment interest rates resulted in higher interest income in the reporting period. In the reporting and prior-year periods, interest income was also driven by late payment interest on tax receivables.
Current interest expense is mainly incurred on financial debt with fixed and variable interest rates. The interest coupon of the bond remains unchanged at 4.500 percent. In April 2022, tranches of the promissory note loans with a nominal value of €9.0 million were repaid as scheduled. At the end of June 2023, Bilfinger issued promissory note loans which did not yet have an impact on current interest expense in the reporting period (see Note 10). Net interest expense from pensions increased significantly compared with the prior-year period due to the rise in interest rates.
Deferred tax assets on loss carryforwards are only recognized insofar as their realization is reasonably certain.
| June 30, 2023 | Dec. 31, 2022 | |
|---|---|---|
| in € million | ||
| Goodwill | 784.5 | 782.9 |
| Intangible assets from acquisitions | – | – |
| Other intangible assets | 3.2 | 3.7 |
| Total | 787.7 | 786.5 |
Goodwill increased by €9.4 million in the reporting period due to the initial consolidation of De Bruin Piping & Construction B.V. (see Note 3.1), and decreased by €7.8 million due to currency translation effects.
| June 30, 2023 | Dec. 31, 2022 |
|---|---|
| in € million | |
| Marketable securities 15.1 |
14.9 |
| Cash and cash equivalents 565.3 |
573.4 |
| Financial debt – non-current 313.3 |
388.9 |
| thereof lease liabilities 132.3 |
133.2 |
| Financial debt – current 299.8 |
54.7 |
| thereof lease liabilities 49.7 |
47.9 |
| Financial debt 613.1 |
443.6 |
| Net debt or net liquidity -32.7 |
144.7 |
For the refinancing of the bond maturing in June 2024, Bilfinger issued promissory note loans with a total volume of €175 million in June 2023. There are four tranches with maturities of three and five years with fixed and variable interest rates.
The change in net liquidity was attributable, among other things, to the payment of the dividend for financial year 2022 (see Note 12).
There were no disposal groups as of the balance-sheet date and as of December 31, 2022.
The classification of equity and changes in equity are presented in the interim consolidated financial statements in the consolidated statement of changes in equity.
Earnings after taxes (€37.8 million) and transactions recognized directly in equity (-€-68.3 million) led to a net decrease in equity of €30.5 million.
In addition to the payment of the dividend for financial year 2022 in the amount of €48.7 million, transactions recognized directly in equity primarily comprise losses from the remeasurement of defined-benefit pension plans (-€5.5 million) and currency translation (-€13.5 million).
Treasury shares decreased as a result of the cancellation of 3,430,956 no-par value shares in a simplified procedure without reducing the share capital by increasing the proportion of the remaining no-par value shares in the share capital on the basis of a resolution by the Executive Board dated February 27, 2023, and approval by the Supervisory Board on March 7, 2023, and as a result of transfers of 77,951 no-par value shares under share-based payment programs (see Note 15). The carrying amount of the cancelled treasury shares was derecognized against other retained earnings.
Provisions for pensions and similar obligations increased by €8.3 million to €247.0 million. The discount rate in the euro zone fell from 3.7 percent as of December 31, 2022, to 3.6 percent as of June 30, 2023. As a result of the high inflation rate, the pension trend in the euro zone was raised in the previous year, from 1.6 percent as of December 31, 2021, to 2.0 percent as of June 30, 2022.
The methods for the measurement of fair value remain fundamentally unchanged from December 31, 2022. Further explanations on the measurement methods can be found in the 2022 Annual Report.
The fair values of financial assets and financial liabilities reflect for the most part the carrying amounts as of the balance-sheet date. The fair value of the issued, listed bond as of June 30, 2023, amounts to €249.7 million (December 31, 2022: €249.6 million) with a carrying amount of €249.8 million (December 31, 2022: €255.3 million) and is calculated on the basis of the bond price (Level 1 IFRS 13 hierarchy). Since financial year 2012, the credit quality of Bilfinger has been evaluated by rating agency Standard & Poor's (S&P). As of June 30, 2023, S&P evaluated Bilfinger with BB+ / stable outlook (December 31, 2022: BB / stable outlook).
The multi-year variable remuneration for members of the Executive Board, the long-term incentive (LTI), is granted in the form of a performance share plan with a one-year performance period followed by a share purchase obligation and a three-year share retention obligation. The economic performance target is the development of return on capital employed (ROCE) for the Bilfinger Group during the performance period. For each financial year, the Executive Board member is allocated a tranche of virtual shares in Bilfinger SE, so-called performance share units (PSUs). After the first year of a tranche, the final number of PSUs is determined on the basis of the ROCE target achievement level. The final number of PSUs is used to calculate the virtual gross payout amount. The virtual gross payout amount is used to calculate the virtual net payout amount after deduction of taxes and levies. The number of Bilfinger shares to be transferred is determined on the basis of the virtual net payout amount. The Bilfinger shares will be transferred to the Executive Board member after the Annual General Meeting of Bilfinger SE at which the annual financial statements for the financial year of the performance period are presented. The Executive Board member is obliged to hold the Bilfinger shares for at least three years from the transfer of the shares. Bilfinger has the right to make a cash settlement as an alternative to the share transfer. In this case, the Executive Board member is obliged to acquire Bilfinger shares in the amount of the cash settlement and to hold them accordingly. The LTI is accounted for as an equity-settled share-based payment in accordance with IFRS 2. Expenses of €1.1 million (previous year: €1.6 million) were recognized for this as at June 30, 2023.
The Annual General Meeting 2023 approved the modification of the remuneration system for the members of the Executive Board resolved by the Supervisory Board in March 2023 ("Remuneration System 2023", available on the Bilfinger SE website). The modification also affects the structure of the LTI. There is no application case for the Remuneration System 2023 as of the balance-sheet date.
The Bilfinger Executive Share Plan 2.0 (ESP 2.0) is in place for senior executives. In accordance with this plan, participants are preliminarily allocated a certain number of shares in Bilfinger SE each year (performance shares). The term of a tranche is four years. The economic performance target to be achieved is determined for each tranche separately. At the end of the first year of a tranche, the final number of performance shares is determined depending on the degree of target achievement. After a holding period of a further three years, the performance shares are converted into an identical number of real shares in Bilfinger SE and transferred to the participants. Bilfinger has the right to make a cash settlement as an alternative. The ESP 2.0 is accounted for as an equity-settled share-based payment in accordance with IFRS 2.
The share-based payments had the following effects on equity:
The capital reserve changed by -€3.1 million (previous year: -€6.8 million) due to an increase of €1.1 million (previous year: €1.6 million) as a result of the offsetting entry to the expense recognized for the LTI and a decrease of -€4.2 million (previous year: -€8.4 million) due to the settlement of share-based payments within the scope of Executive Board remuneration.
The change of €0.2 million (previous year: -€1.2 million) in retained earnings consists of an increase of €0.2 million (previous year: €0.6 million) due to the offsetting entry against the expense recognized for share-based payments not attributable to members of the Executive Board, and in the previous year of -€1.8 million due to reductions in retained earnings resulting from the transfer of shares under these remuneration programs.
Treasury shares decreased by €2.2 million (previous year: €7.6 million) due to the settlement of share-based payments.
Most of the transactions between fully consolidated companies of the Group and related companies or persons involve associated companies and joint ventures including construction joint ventures.
| June 30, 2023 | Dec. 31, 2022 | |
|---|---|---|
| in € million | ||
| Liabilities from guarantees | 15.1 | 18.7 |
Contingent liabilities generally relate to guarantees provided for former Group companies that were sold and companies in which Bilfinger holds a minority interest, the vast majority of which are collateralized by the buyers of the former Group companies. There are bank guarantees in the amount of €4.3 million in place for this. In addition, we are jointly and severally liable as partners in companies constituted under the German Civil Code and in connection with consortia and joint ventures.
Other contingent liabilities comprise in particular potential litigation charges. These include judicial, arbitrative, and out-of-court proceedings involving customers and subcontractors that file claims or may in future file claims under various contracts, for example under contracts for maintenance and servicing as well as other supply and service relationships. At this time, however, Bilfinger does not expect that these legal disputes will result in any significant negative effects on its assets, liabilities, financial position and profit or loss.
There were no significant events after the balance-sheet date.
To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group in the remaining months of the financial year.
Mannheim, August 3, 2023
Bilfinger SE The Executive Board
Dr. Thomas Schulz Matti Jäkel
Disclaimer
All statements made in this report that relate to the future have been made in good faith and based on the best knowledge currently available. However, as those statements also depend on factors beyond our control, actual developments may differ from our forecasts.
We have reviewed the condensed consolidated interim financial statements – comprising the condensed consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated statement of cash flows and selected explanatory notes – and the interim Group management report of Bilfinger SE, Mannheim, for the period from January 1, 2023, to June 30, 2023, which are part of the halfyear financial report pursuant to § (Article) 115 WpHG ("Wertpapierhandelsgesetz": German Securities Trading Act). The preparation of the condensed consolidated interim financial statements in accordance with the IFRS applicable to interim financial reporting as adopted by the EU and of the interim Group management report in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports is the responsibility of the parent Company's Board of Managing Directors. Our responsibility is to issue a review report on the condensed consolidated interim financial statements and on the interim Group management report based on our review.
We conducted our review of the condensed consolidated interim financial statements and the interim group management report in accordance with German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW), and additionally observed the International Standard on Review Engagements "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE 2410). Those standards require that we plan and perform the review so that we can preclude through critical evaluation, with moderate assurance, that the condensed consolidated interim financial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU and that the interim Group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports. A review is limited primarily to inquiries of company personnel and analytical procedures and therefore does not provide the assurance attainable in a financial statement audit. Since, in accordance with our engagement, we have not performed a financial statement audit, we cannot express an audit opinion.
Based on our review, no matters have come to our attention that cause us to presume that the condensed consolidated interim financial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU nor that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports.
Mannheim, August 3, 2023
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft
sgd. Dirk Fischer sgd. Dr. Martin Nicklis Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)

All price details refer to XETRA trading
1 Based on June 30, 2023
2 Balance-sheet shareholder's equity excluding non-controlling interests
3 Based on the dividend for financial year 2022 of €1.30
| ISIN / stock exchange symbol | DE0005909006 / GBF |
|---|---|
| WKN | 590 900 |
| Main listing | XETRA / Frankfurt |
| Deutsche Börse segment | Prime Standard |
| Share indices | SDAX, DAXsubsector Industrial Products & Services Idx., Euro STOXX |
November 13, 2023 Quarterly statement Q3 2023
December 5, 2023 Virtual Year-End Lunch Meeting
February 14, 2024 Quarterly statement Q4 2023 and Preliminary figures financial year 2023
March 14, 2024 Publication of Annual Report 2023
May 15, 2024 Annual General Meeting and Quarterly statement Q1 2024
August 13, 2024 Quarterly statement Q2 2024
November 14, 2024 Quarterly statement Q3 2024
Investor Relations Bettina Schneider Phone + 49 621 459-2377 Fax + 49 621 459-2761 Email: [email protected]
Corporate Communications Anette Weidlich Phone + 49 621 459-2483 Fax + 49 621 459-2500 Email: [email protected]
Fax + 49 621 459-2366
You will find the addresses of our branches and affiliates in Germany and abroad on the Internet at www.bilfinger.com
©2023 Bilfinger SE
Date of publication August 14, 2023
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